Cover
Cover | 6 Months Ended |
Jun. 30, 2021 | |
Cover [Abstract] | |
Document Type | POS AM |
Amendment Flag | true |
Amendment Description | Airspan Networks Holdings Inc. (“Airspan”, the “registrant”, “we” or “our”) hereby amends its Registration Statement on Form S-4 (File No. 333-256137) (the “Form S-4”) by filing this Post–Effective Amendment No. 1 on Form S–1 to Form S-4 (this “Form S-1”) containing an updated prospectus relating to the offer and sale of 9,000,000 shares (the “Warrant Shares”) of the registrant’s common stock, par value $0.0001 per share, issuable upon the exercise of 9,000,000 outstanding Post-Combination Warrants (as defined below). The Warrant Shares were initially registered by the registrant on the Form S-4, which became effective on July 23, 2021, but will be subject to issuance pursuant to this Form S-1. |
Entity Registrant Name | AIRSPAN NETWORKS HOLDINGS INC. |
Entity Central Index Key | 0001823882 |
Entity Tax Identification Number | 85-2642786 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 777 Yamato Road |
Entity Address, Address Line Two | Suite 310 |
Entity Address, City or Town | Boca Raton |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33431 |
City Area Code | 561 |
Local Phone Number | 893-8670 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
CONDENSED BALANCE SHEETS (unaud
CONDENSED BALANCE SHEETS (unaudited) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Current asset - cash | $ 68,386 | $ 1,184,215 |
Prepaid assets | 283,063 | 315,219 |
Total current assets | 351,449 | 1,499,434 |
Cash and securities held in Trust Account | 116,181,780 | 116,162,473 |
Total Assets | 116,533,229 | 117,661,907 |
Liabilities and Stockholders’ Equity | ||
Accounts payable | 1,591,223 | 96,248 |
Due to related party | 10,000 | 0 |
Total current liabilities | 1,601,223 | 96,248 |
Warrant liability | 14,400,570 | 12,372,000 |
Deferred underwriting discount | 4,025,000 | 4,025,000 |
Total liabilities | 20,026,793 | 16,493,248 |
Common stock subject to possible redemption, 9,521,649 shares at redemption value | 91,506,431 | 96,168,654 |
Stockholders’ Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value; 100,000,000 shares authorized; 5,398,351 shares issued and outstanding (excluding 9,521,649 shares subject to possible redemption) | 586 | 540 |
Additional paid-in capital | 5,569,218 | 907,041 |
Retained earnings | (569,799) | 4,092,424 |
Total stockholders’ equity | 5,000,005 | 5,000,005 |
Total Liabilities and Stockholders’ Equity | $ 116,533,229 | $ 117,661,907 |
CONDENSED BALANCE SHEETS (una_2
CONDENSED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Redemption, Shares | 9,060,042 | 9,521,649 |
Preferred stock, Par value | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, Shares issued | 0 | 0 |
Preferred stock, Shares outstanding | 0 | 0 |
Common stock, Par value | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized | 100,000,000 | 100,000,000 |
Common stock, Shares issued | 5,859,958 | 5,398,351 |
Common stock, Shares outstanding | 5,859,958 | 5,398,351 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF LOSS (unaudited) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Income Statement [Abstract] | |||
Formation and operating costs | $ 2,071,796 | $ 215,159 | $ 2,652,960 |
Loss from operations | (2,071,796) | (215,159) | (2,652,960) |
Other income (expense) | |||
Interest Income | 5,189 | 12,473 | 19,307 |
Unrealized gain on change in fair value of warrants | (5,638,820) | 5,268,200 | (2,028,570) |
Total other income | (5,633,631) | 4,307,583 | (2,009,263) |
Net income | $ (7,705,427) | $ 4,092,424 | $ (4,662,223) |
Basic and diluted weighted average shares outstanding, common stock subject to redemption | 9,822,956 | 3,399,685 | 9,673,135 |
Basic and diluted net income per share | $ 0 | $ 0 | $ 0 |
Basic and diluted weighted average shares outstanding, common stock | 5,097,044 | 4,646,706 | 5,246,865 |
Basic and diluted net loss per share | $ (1.51) | $ (0.89) | |
Warrant issuance costs | $ (973,090) | ||
Basic and diluted net income per share | $ 0.88 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Ending balance, value at Dec. 31, 2020 | $ 540 | $ 907,041 | $ 4,092,424 | $ 5,000,005 |
Balance at ending shares at Dec. 31, 2020 | 5,398,351 | |||
Balance as of August 20, 2020 (inception) at Aug. 19, 2020 | ||||
Balance at beginning shares at Aug. 19, 2020 | ||||
Change in common stock subject to possible redemption | $ (953) | (96,167,701) | (96,168,654) | |
Change in common stock subject to possible redemption, Shares | (9,521,649) | |||
Net income | 4,092,424 | 4,092,424 | ||
Ending balance, value at Dec. 31, 2020 | $ 540 | 907,041 | 4,092,424 | 5,000,005 |
Balance at ending shares at Dec. 31, 2020 | 5,398,351 | |||
Common stock issued to Sponsor | $ 288 | 24,712 | 25,000 | |
Common stock issued to Sponsor, shares | 2,875,000 | |||
Sale of 10,000,000 Units in Initial Public Offering | $ 1,000 | 99,999,000 | 100,000,000 | |
Sale of 10,000,000 Units in Initial Public Offering, Shares | 10,000,000 | |||
Sale of 500,000 Private Units to Sponsor in private placement | $ 50 | 4,999,950 | 5,000,000 | |
Sale of 500,000 Private Units to Sponsor in private placement, Shares | 500,000 | |||
Sale of 1,500,000 Units through over-allotment | $ 150 | 14,999,850 | 15,000,000 | |
Sale of 1,500,000 Units through over-allotment, Shares | 1,500,000 | |||
Sale of 45,000 Private Units to Sponsor in private placement | $ 5 | 449,995 | 450,000 | |
Sale of 45,000 Private Units to Sponsor in private placement, Shares | 45,000 | |||
Underwriting fee | (2,300,000) | (2,300,000) | ||
Deferred underwriting fee | (4,025,000) | (4,025,000) | ||
Offering costs charged to the stockholders’ equity | (406,655) | (406,655) | ||
Initial classification of warrant liability | (17,640,200) | (17,640,200) | ||
Reclassification of offering costs related to warrants | 973,090 | 973,090 | ||
Change in common stock subject to possible redemption | $ (30) | (3,043,174) | (3,043,204) | |
Change in common stock subject to possible redemption, Shares | (301,307) | |||
Net income | 3,043,204 | 3,043,204 | ||
Ending balance, value at Mar. 31, 2021 | $ 510 | (2,136,133) | 7,135,628 | 5,000,005 |
Balance at ending shares at Mar. 31, 2021 | 5,097,044 | |||
Balance as of August 20, 2020 (inception) at Dec. 31, 2020 | $ 540 | 907,041 | 4,092,424 | 5,000,005 |
Balance at beginning shares at Dec. 31, 2020 | 5,398,351 | |||
Ending balance, value at Jun. 30, 2021 | $ 586 | 5,569,218 | (569,799) | 5,000,005 |
Balance at ending shares at Jun. 30, 2021 | 5,859,958 | |||
Balance as of August 20, 2020 (inception) at Mar. 31, 2021 | $ 510 | (2,136,133) | 7,135,628 | 5,000,005 |
Balance at beginning shares at Mar. 31, 2021 | 5,097,044 | |||
Change in common stock subject to possible redemption | $ 76 | 7,705,351 | 7,705,427 | |
Change in common stock subject to possible redemption, Shares | 762,914 | |||
Net income | (7,705,427) | (7,705,427) | ||
Ending balance, value at Jun. 30, 2021 | $ 586 | $ 5,569,218 | $ (569,799) | $ 5,000,005 |
Balance at ending shares at Jun. 30, 2021 | 5,859,958 |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS (unaudited) - USD ($) | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ 0 | $ (4,662,223) |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on treasury securities held in Trust Account | (12,473) | (19,307) |
Unrealized gain on change in fair value of warrants | (5,268,200) | 2,028,570 |
Changes in current assets and current liabilities: | ||
Prepaid assets | (315,219) | 32,156 |
Accounts payable | 96,248 | 1,494,975 |
Due to related party | 10,000 | |
Net cash used in operating activities | (434,130) | (1,115,829) |
Cash Flows from Investing Activities: | ||
Proceeds from sale of investment held in Trust Account | 116,180,000 | |
Investment held in Trust Account | (116,150,000) | (116,180,000) |
Net cash used in investing activities | (116,150,000) | 0 |
Net Change in Cash | 1,184,215 | (1,115,829) |
Cash - Beginning | 1,184,215 | |
Cash - Ending | 1,184,215 | 68,386 |
Supplemental Disclosure of Non-cash Financing Activities: | ||
Change in value of common stock subject to possible redemption | (4,662,223) | |
Net income | 4,092,424 | $ (4,662,223) |
Warrant issuance costs | 973,090 | |
Cash Flows from Financing Activities: | ||
Proceeds from Initial Public Offering, net of underwriters’ fees | 112,700,000 | |
Proceeds from private placement | 5,450,000 | |
Proceeds from issuance of founder shares | 25,000 | |
Proceeds from issuance of promissory note to related party | 120,000 | |
Repayment of promissory note to related party | (120,000) | |
Payments of offering costs | (406,655) | |
Net cash provided by financing activities | 117,768,345 | |
Value of common stock subject to possible redemption | 96,168,654 | |
Deferred underwriting commissions charged to additional paid-in capital | 4,025,000 | |
Initial classification of warrant liability | $ 17,640,200 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS Organization and General New Beginnings Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on August 20, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of June 30, 2021, the Company had not yet commenced any operations. All activity for the period from August 20, 2020 (inception) through June 30, 2021 relates to the Company’s formation and the Initial Public Offering (“IPO”) described below, and, since the closing of the IPO, a search for a Business Combination candidate. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and will recognize changes in the fair value of warrant liability as other income (expense). Financing The registration statement for the Company’s IPO was declared effective on October 29, 2020 (the “Effective Date”) by the Securities and Exchange Commission (the “SEC”). On November 3, 2020, the Company consummated the IPO of 10,000,000 10.00 100,000,000 Simultaneously with the closing of the IPO, the Company consummated the sale of 500,000 10.00 5,000,000 The Company granted the underwriters in the IPO a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments, if any. On November 9, 2020, the underwriters partially exercised the over-allotment option to purchase 1,000,000 500,000 15,000,000 300,000 Simultaneously with the closing of the exercise of the overallotment option, the Company completed the private sale of an aggregate of 45,000 10 450,000 Upon closing of the IPO, the Private Placement, and the sale of the Over-Allotment Units, a total of $ 116,150,000 Transaction costs amounted to $ 6,731,655 2,300,000 4,025,000 406,655 Trust Account Following the closing of the IPO on November 3, 2020 and the exercise of the over-allotment option, $116,150,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Units was placed in a trust account (the “Trust Account”), which can only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act which invest only on direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations and up to $100,000 of interest for its dissolution expenses, the proceeds from the IPO and the sale of the Private Units will not be released from the Trust Account until the earliest to occur of (a) the completion of a Business Combination, (b) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 12 months (or up to 18 months if the Company extends the period of time to consummate a Business Combination) from November 3, 2020 (the “Combination Period”), the closing of the IPO. Initial Business Combination The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 50 The Company will provide its public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata share of the aggregate amount then on deposit in the Trust Account (initially approximately $10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). If the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described in registration statement, and then seek to dissolve and liquidate. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, any placement shares and any public shares held by them in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares, any placement shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and placement shares if the Company fails to complete the initial Business Combination within the Combination Period. On March 8, 2021, the Company, and Airspan Networks Inc., a Delaware corporation (“Airspan”), jointly issued a press release announcing the execution of a Business Combination agreement (the “Agreement”) among the Company, Airspan, and Artemis Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub will merge with and into Airspan, with Airspan surviving the Merger as a wholly-owned direct subsidiary of the Company. The Agreement contains customary representations and warranties, covenants, closing conditions, termination fee provisions and other terms relating to the initial Business Combination and the other transactions contemplated thereby. The initial Business Combination will become effective by the filing of a certificate of merger with the Secretary of State of the State of Delaware and will be effective immediately upon such filing or upon such later time as may be agreed by the parties and specified in such certificate of merger. The parties will hold the Closing (defined below) immediately prior to such filing of a certificate of merger, on the date to be specified by the Company and Airspan, following the satisfaction or waiver (to the extent such waiver is permitted by applicable law) of the conditions set forth in the Agreement (other than those conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions at such time), but in no event later than the third business day after the satisfaction or, if permissible, waiver, of each of the conditions to the completion of the Business Combination (or on such other date, time or place as the Company and Airspan may mutually agree). Upon the closing of the initial Business Combination (the “Closing”), each share Airspan Common Stock, Airspan Class B Common Stock, Airspan Class C Common Stock and Airspan Preferred Stock (collectively, “Airspan Capital Stock”) issued and outstanding immediately prior to the Closing (including those issued pursuant to the net exercise of warrants to purchase such shares, but excluding shares of restricted Airspan Common Stock or Airspan Class B Common Stock (collectively, “Airspan Restricted Stock”) that are not restricted shares Airspan Class B Common Stock immediately prior to the Closing granted under the Airspan Networks Inc. 2009 Omnibus Equity Compensation Plan that are held by a person who is not a service provider to Airspan or any subsidiary of Airspan as of the date of the Agreement) will automatically be converted into and become the right to receive the number of shares of common stock of the post-combination company and warrants of the post-combination company as provided for in the Agreement. The aggregate transaction consideration to be paid in the initial Business Combination will be (i) a number of shares of common stock of the Company (including shares of common stock of the Company underlying stock options, shares of restricted stock and restricted stock units) equal to $682,500,000, divided by $10.00, (ii) 3,000,000 warrants to purchase shares of common stock of the post-combination company, with each warrant exercisable for one share of common stock of the post-combination company at an exercise price of $12.50, (iii) 3,000,000 warrants to purchase shares of common stock of the post-combination company, with each warrant exercisable for one share of common stock of the post-combination company at an exercise price of $15.00, (iv) 3,000,000 warrants to purchase shares of common stock of the post-combination company, with each warrant exercisable for one share of common stock of the post-combination company at an exercise price of $17.50 and (v) $17,500,000 in cash. The aggregate transaction consideration will be allocated among the holders of shares of Airspan Capital Stock (including holders of shares of Airspan Capital Stock issued pursuant to the net exercise of warrants to purchase Airspan Capital Stock and holders of shares of Airspan Restricted Stock), holders of Airspan stock options and participants in Airspan’s management incentive plan. Liquidity and Capital Resources As of June 30, 2021, the Company had cash outside the Trust Account of $68,386 available for working capital needs. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem common stock. As of June 30, 2021, none of the amount in the Trust Account was available to be withdrawn as described above. Through June 30, 2021, the Company’s liquidity needs were satisfied through receipt of $ 25,000 120,000 The Company anticipates that the $68,386 outside of the Trust Account as of June 30, 2021, will not be sufficient to allow the Company to operate for at least the next 12 months, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 5) from the initial stockholders (as defined in Note 4), the Company’s officers and directors, or their respective affiliates (which is described in Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company believes it will need to raise additional funds in order to meet the expenditures required for operating its business. The Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Going Concern Consideration As of June 30, 2021, the Company had $ 68,386 1,249,774 | NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS Organization and General New Beginnings Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on August 20, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic location. The Company has selected December 31 as its fiscal year end. As of December 31, 2020, the Company had not yet commenced any operations. All activity for the period from August 20, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the Initial Public Offering (“IPO”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and will recognize changes in the fair value of warrant liability as other income (expense). Financing The registration statement for the Company’s IPO was declared effective on October 29, 2020 (the “Effective Date”). On November 3, 2020, the Company consummated the IPO of 10,000,000 10.00 100,000,000 Simultaneously with the closing of the IPO, the Company consummated the sale of 500,000 10.00 5,000,000 The Company granted the underwriters in the IPO a 45-day option to purchase up to 1,500,000 1,000,000 500,000 15,000,000 300,000 Simultaneously with the closing of the exercise of the overallotment option, the Company completed the private sale of an aggregate of 45,000 10.00 450,000 Upon closing of the IPO, the Private Placement, and the sale of the Over-Allotment Units, a total of $ 116,150,000 Transaction costs amounted to $ 6,731,655 2,300,000 4,025,000 406,655 Trust Account Following the closing of the IPO on November 3, 2020 and the exercise of the over-allotment option, $116,150,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Units was placed in a Trust Account, which can only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act which invest only on direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations and up to $ 100,000 Initial Business Combination The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 50 The Company will provide its public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata share of the aggregate amount then on deposit in the Trust Account (initially approximately $10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). If the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described in registration statement, and then seek to dissolve and liquidate. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, any placement shares and any public shares held by them in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares, any placement shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and placement shares if the Company fails to complete the initial Business Combination within the Combination Period. On March 8, 2021, the Company (“Parent”), and Airspan Networks Inc., a Delaware corporation (“Airspan”), jointly issued a press release announcing the execution of a Business Combination agreement (the “Agreement”) among the Company, Airspan, and Artemis Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub will merge with and into Airspan, with Airspan surviving the Merger as a wholly-owned direct subsidiary of the Company (the “Business Combination,” together with the other transactions related thereto, the “Proposed Transaction”). Liquidity and Capital Resources As of December 31, 2020, the Company had cash outside the Trust Account of $ 1,184,215 Through December 31, 2020, the Company’s liquidity needs were satisfied through receipt of $ 25,000 120,000 The Company anticipates that the $1,184,215 outside of the Trust Account as of December 31, 2020, will be sufficient to allow the Company to operate for at least the next 12 months, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. NEW BEGINNINGS ACQUISITION CORP. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating Business Combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the Business Combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed with the SEC on March 31, 2021, as amended by the 10-K/A filed with the SEC on May 14, 2021, for the fiscal year ended December 31, 2020. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no Investment Held in Trust Account At June 30, 2021, the assets held in the Trust Account were held in treasury funds. At December 31, 2020, investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of income. Interest income is recognized when earned. Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash, accounts payable and due to related party are estimated to approximate the carrying values as of June 30, 2021 and December 31, 2020 due to the short maturities of such instruments. The fair value of Private Placement Warrants is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrants is classified as level 3. See Note 6 for additional information on assets and liabilities measured at fair value. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2021 and December 31, 2020, 9,060,042 9,521,649 Net Loss Per Share of Common Stock Net loss per share of common stock is computed by dividing net loss by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of overallotment option granted in connection with the IPO and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events. The warrants are exercisable to purchase 12,045,000 The Company’s condensed statements of loss include a presentation of loss per share for common stock subject to possible redemption in a manner similar to the two-class method of income per share of common stock. Net loss per share of common stock, basic and diluted, for redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable common stock outstanding since original issuance. Net loss per share of common stock, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to redeemable common stock, by the weighted average number of non-redeemable common stock outstanding for the periods. Non-redeemable common stock includes the founder shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. Schedule of earning per share For the Three For the Six Months Ended Months Ended June 30, June 30, Common stock subject to possible redemption Numerator: Net income allocable to common stock subject to possible redemption amortized interest income on marketable securities held in trust $ 3,151 $ 11,723 Less: interest available to be withdrawn for payment of taxes (3,151 ) (11,723 ) Net income allocable to common stock subject to possible redemption $ - $ - Denominator: Weighted average redeemable common stock, basic and diluted 9,822,956 9,673,135 Basic and diluted net income per share, redeemable common stock $ 0.00 $ 0.00 Non-redeemable common stock Numerator: Net loss minus redeemable net earnings Net loss $ (7,705,427 ) $ (4,662,223 ) Redeemable net earnings - - Non-redeemable net loss $ (7,705,427 ) $ (4,662,223 ) Denominator: Weighted average non-redeemable common stock, basic and diluted 5,097,044 5,246,865 Basic and diluted net loss per share, common stock $ (1.51 ) $ (0.89 ) Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred that were related to the IPO. Offering costs were allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities were expensed, and offering costs associated with the common stock were charged to the stockholders’ equity. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of income. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the common stock. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes since inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed immaterial for the three and six months ended June 30, 2021. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the Company’s financial statements and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no Investment Held in Trust Account Investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of income. Interest income is recognized when earned. Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash, prepaid assets, and accounts payable are estimated to approximate the carrying values as of December 31, 2020 due to the short maturities of such instruments. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability is classified as level 3. See Note 7 for additional information on assets and liabilities measured at fair value. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the common stock. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020, 9,521,649 Net Income Per Common Share Net income per common stock is computed by dividing net income by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of overallotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 12,045,000 The Company’s Statement of Income includes a presentation of income per share for common stock subject to possible redemption in a manner similar to the two-class method of income per common stock. Net income per common stock, basic and diluted, for redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable common stock outstanding since original issuance. Net income per common stock, basic and diluted, for non-redeemable common stock is calculated by dividing the net income, adjusted for income attributable to redeemable common stock, by the weighted average number of non-redeemable common stock outstanding for the periods. Non-redeemable common stock includes the founder shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. Schedule of earning per share For the Period from August 20, through December 31, Common stock subject to possible redemption Numerator: Net income allocable to common stock subject to possible redemption Amortized Interest income on marketable securities held in trust $ 7,960 Less: interest available to be withdrawn for payment of taxes (7,960 ) Net income allocable to common stock subject to possible redemption $ — Denominator: Weighted Average Redeemable common stock Redeemable Common Stock, Basic and Diluted 3,399,685 Basic and Diluted net income per share, Redeemable Common Stock $ 0.00 Non-Redeemable Common Stock Numerator: Net Income minus Redeemable Net Earnings Net Income $ 4,092,424 Redeemable Net Earnings — Non-Redeemable Net Income $ 4,092,424 Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, common stock 4,646,706 Basic and diluted net income per share, common stock $ 0.88 Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ equity upon the completion of the IPO. Accordingly, as of December 31, 2020, offering costs totaling $ 6,731,655 2,300,000 4,025,000 406,655 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of income. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the common stock. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes since inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed immaterial for the period ending December 31, 2020. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Airspan [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES There have been no changes to the Company’s significant accounting policies described in our audited consolidated financial statements as of and for the year ended December 31, 2020 that have had a material impact on our condensed consolidated financial statements and related notes. 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 and 58.1% and 60.4% of product sales were to non-U.S. customers for the three months ended June 30, 2021 and 2020, respectively and approximately and 63.3% and 62.7% of product sales were to non-U.S. customers for the six months ended June 30, 2021 and 2020, respectively. Three customers accounted for $23.7 million or 58.2% of the net accounts receivable balance at June 30, 2021 and two customers accounted for $52.6 million or 73% of the net accounts receivable balance at December 31, 2020. The Company requires payment in advance or payment security in the form of a letter of credit to be in place at the time of shipment, except in cases where credit risk is considered to be acceptable. The Company’s top 3 customers accounted for 59.0% and 68.8% of revenue for the three months ended June 30, 2021 and 2020, respectively, and 59.3% and 64.1% of revenue for the six months ended June 30, 2021 and 2020, respectively. For the three and six months ended June 30, 2021, the Company had two customers whose revenue was greater than 10% of the three and six month period’s total revenue. For the three and six months ended June 30, 2020, the Company had three customers whose revenue was greater than 10% of the three and six month period’s total revenue. The Company received 89.8% and 83.4% of goods for resale from five suppliers in the three months ended June 30, 2021 and 2020, respectively. The Company received 92.5% and 78.1% of goods for resale from five suppliers in the six months ended June 30, 2021 and 2020, respectively. The Company outsources the manufacturing of its base station products to contract manufacturers and obtains subscriber terminals from vendors in the Asia Pacific region. In the event of a disruption to supply, the Company would be able to transfer the manufacturing of base stations to alternate contract manufacturers and has alternate suppliers for the majority of subscriber terminals. Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-04 (amended by ASU 2019-10), “ Intangibles – Goodwill and other (Topic 350): Simplifying the Test for Goodwill Impairment. In August 2018, the FASB issued ASU No. 2018-15, “ Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. In December 2019, the FASB issued ASU No. 2019-12, “ Income taxes (Topic 740): Simplifying the Accounting for Income Taxes. In August 2020, the FASB issued ASU 2020-06, “ Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) In August 2020, the FASB issued ASU 2020-06, “ Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options In March 2020, the FASB issued ASU No. 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting 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. | 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 and restricted cash December 31, 2020 2019 2018 Cash and cash equivalents $ 18,196 $ 2,877 $ 5,553 Restricted cash 422 136 1,450 Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 18,618 $ 3,013 $ 7,003 Restricted cash consists of cash on deposit and cash pledged as collateral to secure the guarantees described in Note 10. The cash on deposit balance reflects the remaining balance available of the senior term loan (see Note 10) 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, 2020 2019 Customer and supplier guarantees $ 298 $ 13 Landlord guarantees 124 123 Total $ 422 $ 136 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. During the years ended December 31, 2020, 2019 and 2018, the Company sold certain accounts receivable balances that had a carrying value of approximately $ 11.5 73.0 152.7 22 1.5 3.3 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 to 5 years ● Furniture and fixtures — over 4 to 5 years ● 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 5). Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible assets and other intangible assets acquired. Goodwill is not amortized, rather, an impairment test is conducted on an annual basis, or more frequently if indicators of impairment are present, which are determined through a qualitative assessment. A qualitative assessment includes consideration of the economic, industry and market conditions in addition to the overall financial performance of the Company and these assets. If our qualitative assessment does not conclude that it is more likely than not that the estimated fair value of the reporting unit is greater than the carrying value, we perform a quantitative analysis. In a quantitative test, the fair value of a reporting unit is determined based on a discounted cash flow analysis and further analyzed using other methods of valuation. A discounted cash flow analysis requires us to make various assumptions, including assumptions about future cash flows, growth rates and discount rates. The assumptions about future cash flows and growth rates are based on our long-term projections. Assumptions used in our impairment testing are consistent with our internal forecasts and operating plans. Our discount rate is based on our debt structure, adjusted for current market conditions. If the fair value of the reporting unit exceeds its carrying amount, there is no impairment. If not, we compare the fair value with its carrying amount. To the extent the carrying amount exceeds its fair value, an impairment charge of the reporting unit’s goodwill would be necessary. The Company’s annual assessment date is December 31. Based on the results of the assessments performed, no indicators of impairment were noted. Accordingly, no further impairment testing was completed and no impairment charges related to goodwill were recognized during all periods presented in the consolidated financial statements. Intangible assets, net The Company’s intangible assets are primarily the result of business combinations and include acquired developed technology, customer relationships, trademarks and non-compete agreements. These are amortized utilizing a straight line method over their estimated useful lives. When establishing useful lives, the Company considers the period and the pattern in which the economic benefits of the intangible asset are consumed or otherwise used; or, if that pattern cannot be reliably determined, using a straight-line amortization method over a period that may be shorter than the ultimate life of such intangible asset. There is no residual value associated with the Company’s finite-lived intangible assets. The Company reviews for impairment indicators of finite-lived intangibles and other long-lived assets as described below in “Impairment of long-lived assets.” Impairment of long-lived assets The Company reviews its long-lived assets for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. This review consists of a comparison of the carrying value of the asset with the asset’s expected future undiscounted cash flows. Estimates of expected future cash flows represent management’s best estimate based on reasonable and supportable assumptions and projections. If the expected undiscounted future cash flows exceed the carrying value of the asset, no impairment is recognized. If the carrying value of the asset exceeds the expected undiscounted future cash flows, impairment exists and is determined by the excess of the carrying value over the fair value of the asset. Any impairment provisions recognized are permanent and may not be restored in the future. No impairment was recorded during the years ended December 31, 2020, 2019 and 2018. 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 fulfillment of the obligation pursuant to labor law or agreements. Right-of-use assets and Lease liabilities The Company adopted Accounting Standards Update (“ASU”) No. 2016-02, “ Leases Revenue recognition Effective January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (Topic 606), The Company recognizes revenue by applying the following five-step approach: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, the Company satisfies a performance obligation. The Company derives the majority of its revenue from sales of its networking products and software licenses, with the remaining revenue generated from service fees relating to maintenance contracts, professional services and training for its products. The Company sells its products and services to end customers, distributors and resellers. Products and services may be sold separately or in bundled packages. The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with a customer. For each contract, the Company considers the promise to transfer products and/or services, each of which are distinct, to be the identified performance obligations. In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled. The Company’s networking products have both software and non-software (i.e., hardware) components that function together to deliver the products’ essential functionality. Since the Company’s products cannot be used apart from the embedded software it is considered one distinct performance obligation. 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 the Company’s 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, the Company allocates 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 the Company separately sells these products. For items that are not sold separately, the Company estimates the stand-alone selling prices using either an expected cost-plus margin or adjusted market assessment approach depending on the nature of the specific performance obligation. The following is a summary of revenue by category (in thousands): Schedule of revenue Year Ended December 31, 2020 2019 2018 Products sales $ 131,105 $ 121,741 $ 185,092 Non-recurring engineering (“NRE”) 16,007 21,713 14,291 Product maintenance contracts 11,796 9,221 2,153 Professional service contracts 10,814 7,473 6,796 Software licenses 2,757 5,607 2,012 Other 476 276 407 Total revenues $ 172,955 $ 166,031 $ 210,751 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 recognized at a point in time for these services amounted to $8.1 million, $17.2 million, and $10.7 million for the years ended December 31, 2020, 2019 and 2018, respectively. 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 these services using a cost-based input method amounted to $8.0 million, $4.5 million, and $3.6 million for the years ended December 31, 2020, 2019 and 2018, respectively. The Company is allowed to bill for services performed under the contract in the event the contract is terminated. Revenue from professional service contracts primarily relates to training and other consulting arrangements performed by the Company for its customers. Revenue from professional services contracts provided on a time and materials basis are recognized when the Company has the right to invoice under the practical expedient as amounts correspond directly with the value of the services rendered to date. Revenue from product maintenance contracts is recognized over time as the Company’s performance obligations are satisfied. This is typically the contractual service period, which is generally one year. Maintenance and support services are a distinct performance obligation that includes the stand-ready obligation to provide telephone support, bug fixes and unspecified software upgrades and updates provided on a when-and-if-available basis and/or extended hardware warranty, which is considered a service type warranty. Revenue from software licenses is primarily related to the sale of perpetual licenses to customers. The software delivered to the customer has stand-alone functionality and the customer can use the intellectual property as it exists at any time. Therefore, the Company recognizes revenue when the software license is delivered to the customer. There are no further performance obligations once the software license is delivered to the customer. Payment terms to customers generally range from net 30 to 120 days from invoice, which are considered to be standard payment terms. The Company assesses its ability to collect from its customers based primarily on the creditworthiness and past payment history of the customer. The Company has elected to apply the practical expedient that allows an entity to not adjust the promised amount of consideration in customer contracts for the effect of a significant financing component when the period between the transfer of product and services and payment of the related consideration is less than one year. The estimated cost of any post-sale obligations, including basic product warranties, is accrued at the time revenue is recognized based on a number of factors, which include historical experience and known conditions that may impact future warranty costs. The Company accounts for shipping and handling activities as a fulfilment cost rather than an additional promised service. Therefore, revenue related to shipping and handling activities is included in product revenues. Shipping and handling costs are accrued and recorded as cost of revenue when the related revenue is recognized. Billings to customers for reimbursement of out-of-pocket expenses, including travel, lodging and meals, are recorded as revenue, and the associated costs incurred by the Company for those items are recorded as cost of revenue. Revenue related to the reimbursement of out-of-pocket costs are accounted for as variable consideration. Contract Balances A contract asset is recorded when revenue is recognized in advance of our right to receive consideration (i.e., we must perform additional services in order to receive consideration). Amounts are recorded as receivables when our right to consideration is unconditional. When consideration is received, or we have an unconditional right to consideration in advance of delivery of goods or services, a contract liability is recorded. The transaction price can include non-refundable upfront fees, which are allocated to the identifiable performance obligations. Contract assets are included within accounts receivables and contract liabilities are included in deferred revenue in our consolidated balance sheets. The opening and closing balances of our contract asset and liability balances from contracts with customers as of December 31, 2020 and 2019 were as follows: Schedule of contract asset and liability balances from contracts with customers Contracts Contracts Balance as of December 31, 2019 $ 11,823 $ 10,035 Balance as of December 31, 2020 5,361 7,521 Change $ 6,462 $ 2,514 Revenues for the years ended December 31, 2020 and 2019, include the following: Schedule of revenues from contract liability Year Ended December 31, 2020 2019 Amounts included in the beginning of year contract liability balance $ 3,576 $ 2,407 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 or fulfil contracts were not significant for the years ended December 31, 2020, 2019 and 2018. 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. Information regarding the changes in the Company’s product warranty liabilities for the years ended December 31, 2020 and 2019 is as follows (in thousands): Schedule of product warranty liabilities December 31, 2020 2019 Balance, beginning of period $ 981 $ 1,609 Accruals 826 824 Settlements (788 ) (1,452 ) Balance, end of period $ 1,019 $ 981 Foreign currency The U.S. dollar is the functional currency of all of the Company’s foreign subsidiaries. Foreign currency denominated monetary assets and liabilities of subsidiaries for which the U.S. dollar is the functional currency are remeasured based on exchange rates at the end of the period. Non-monetary assets and liabilities of these operations are remeasured at historical rates in effect when the asset was recognized or the liability was incurred. Revenues and expenses for foreign entities transacted in local currency are remeasured at average exchange rates in effect during each period. The resulting remeasurement gains and losses are recognized within other income (expense), net on the Company’s consolidated statements of operations. The Company recorded foreign currency losses of $ 0.2 0.6 0.1 Significant concentrations Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents, restricted cash and accounts receivable. The Company places its cash and cash equivalents in highly rated financial instruments. The Company maintains certain of its cash balances in various U.S. banks, which at times, may exceed federally insured limits. The amount that exceeded the federally insured limits totaled $15.1 million and $0.6 million as of December 31, 2020 and 2019, respectively. 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 balances December 31, 2020 2019 Cash in U.S. dollars in U.S. banks $ 15,997 $ 1,161 Cash in foreign banks and foreign currency 2,612 1,843 Petty cash 9 9 Total $ 18,618 $ 3,013 The Company’s accounts receivable are derived from sales of its products, and approximately 75%, 27% and 13% of product sales were to non-U.S. customers for the years ended December 31, 2020, 2019 and 2018, respectively. Two customers accounted for $52.6 million or 73% of the net accounts receivable balance at December 31, 2020, three customers accounted for $31.3 million or 78% of the net accounts receivable balance at December 31, 2019, and three customers accounted for $34.3 million or 82% of the net accounts receivable balance at December 31, 2018. The Company requires payment in advance or payment security in the form of a letter of credit to be in place at the time of shipment, except in cases where credit risk is considered to be acceptable. The Company’s top three customers accounted for 69%, 73% and 91% of revenue in 2020, 2019 and 2018, respectively. For the year ended December 31, 2020, the Company had two customers whose revenue was greater than 10% of the year’s total. For the years ended December 31, 2019 and 2018, the Company had one customer each year whose revenue was greater than 10% of the year’s total. The Company received 61%, 64% and 75% of goods for resale from five suppliers in 2020, 2019 and 2018, respectively. The Company outsources the manufacturing of its base station products to contract manufacturers and obtains subscriber terminals from vendors in the Asia Pacific region. In the event of a disruption to supply, the Company would be able to transfer the manufacturing of base stations to alternate contract manufacturers and has alternate suppliers for the majority of subscriber terminals. Preferred stock warrants The Company accounts for preferred stock warrants at fair value and are classified as liabilities in accordance with ASC 480, Accounting for Redeemable Equity Instruments The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants and the completion of a liquidity event, at which time all convertible preferred stock warrants will be converted into warrants to purchase common stock and, accordingly, the liability will be reclassified to additional paid-in capital. The Company had not previously accreted the convertible preferred stock to its redemption value since the shares were not currently redeemable and redemption was not deemed to be probable. 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 over the requisite service periods. Share-based compensation expense recognized in the consolidated statements of operations includes compensation expense for share-based awards granted based on the estimated grant date fair value. Compensation expense for all share-based awards is recognized using the straight-line single-option method. Because share-based compensation expense is based on awards that are ultimately expected to vest, share-based compensation expense has been reduced to account for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. (See Note 15). Segment reporting The Company operates as a single segment, the development and supply of broadband wireless products and technologies. This is based on the objectives of the business and how our chief operating decision maker, the President and Chief Executive Officer, monitors operating performance and allocates resources. Income taxes The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes 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, 2020 and 2019, the Company did not have any amounts accrued for interest and penalties or recorded for uncertain tax positions. Other taxes Taxes on the sale of products and services to U.S. customers are collected by the Company as an agent and recorded as a liability until remitted to the respective taxing authority. For sales in applicable countries outside the U.S., the Company is subject to value added tax (VAT). These taxes have been presented on a net basis in the consolidated financial statements. Fair value measurements We carry certain assets and liabilities at fair value. Fair value is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants on the measurement date. The three-tier hierarchy for inputs used in measuring fair value, which prioritizes the inputs based on the observability as of the measurement date, is as follows: Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 Observable inputs other than the quoted prices in active markets for identical assets and liabilities; and Level 3 Unobservable inputs for which there is little or no market data, which require us to develop assumptions of what market participants would use in pricing the asset or liability. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the placement of assets and liabilities being measured within the fair value hierarchy. (See Note 12). Earnings (loss) per share Earnings (loss) per share is calculated and reported under the “two-class” method. The “two-class” method is an earnings allocation method under which earnings per share is calculated for each class of common stock and participating security considering both dividends declared or accumulated and participation rights in undistributed earnings as if all such earnings had been distributed during the period. The Company has convertible preferred stock which have a right to participate in dividends; these are deemed to be participating securities. During periods of loss, there is no allocation required under the two-class method since the participating securities do not have a contractual obligation to fund the losses of the Company. (See Note 17). When applicable, basic earnings (loss) per share is calculated by dividing net income, after deducting dividends on convertible preferred stock and participating securities as well as undistributed earnings allocated to participating securities, by the average number of common shares outstanding during the period. Diluted earnings (loss) per share is calculated in a similar manner after consideration of the potential dilutive effect of common stock equivalents on the average number of common shares outstanding during the period. Common stock equivalents include warrants, stock options and restricted stock awards. Common stock equivalents are calculated based upon the treasury stock method using an average market price of common shares during the period. Dilution is not considered when a net loss is reported. Common stock equivalents that have an antidilutive effect are excluded from the computation of diluted earnings per share. Advertising expense Advertising is expensed as incurred. Advertising expense is included in sales and marketing in the consolidated statements of operations and amounted to $1.0 million, $1.2 million and $0.4 million for the years ended December 31, 2020, 2019 and 2018, respectively. Recent accounting pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-04 (amended by ASU 2019-10), “ Intangibles — Goodwill and other (Topic 350): Simplifying the Test for Goodwill Impairment. In August 2018, the FASB issued ASU No. 2018-15, “ Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. In December 2019, the FASB issued ASU No. 2019-12, “ Income taxes (Topic 740): Simplifying the Accounting for Income Taxes. In August 2020, the FASB issued ASU 2020-06, “ Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) In March 2020, the FASB issued ASU No. 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In June 2016, the FASB issued ASU No. 2016-13 (amended by ASU 2019-10), “ Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, regarding the measurement of credit losses for certain financial instruments. Reclassifications Certain reclassifications have been made to prior-year amounts to conform with current-year presentation. These reclassifications had no effect on the Company’s net loss or cash flows from operations. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Initial Public Offering | ||
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the IPO on November 3, 2020, the Company sold 10,000,000 10.00 11.50 On November 9, 2020, the underwriters partially exercised the over-allotment option to purchase 1,000,000 500,000 15,000,000 An aggregate of $10.10 per Unit sold in the IPO was held in the Trust Account and only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act which invest only on direct U.S. government treasury obligations. As of December 31, 2020, $ 116,150,000 Warrants Each warrant entitles the holder to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the warrants is then effective and a prospectus relating thereto is current, or there is an applicable exemption therefrom. No warrant will be exercisable and the Company will not be obligated to issue shares of common stock upon exercise of a warrant unless common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the Unit solely for the share of common stock underlying such Unit. Once the warrants become exercisable, the Company may call the warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption period”) 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 (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before we send the notice of redemption to the warrant-holders. If the Company calls the warrants for redemption as described above, the management will have the option to require any holders that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. | NOTE 4 — INITIAL PUBLIC OFFERING Pursuant to the IPO on November 3, 2020, the Company sold 10,000,000 10.00 11.50 On November 9, 2020, the underwriters partially exercised the over-allotment option to purchase 1,000,000 500,000 15,000,000 An aggregate of $10.10 per Unit sold in the IPO was held in the Trust Account and only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act which invest only on direct U.S. government treasury obligations. As of December 31, 2020, $ 116,150,000 Warrants Each warrant entitles the holder to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue shares of common stock upon exercise of a warrant unless common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of common stock underlying such unit. Once the warrants become exercisable, the Company may call the warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption period”) 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 (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before we send the notice of redemption to the warrant-holders. If the Company calls the warrants for redemption as described above, the management will have the option to require any holders that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Private Placement | ||
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 500,000 10.00 5,000,000 Simultaneously with the closing of the exercise of the overallotment option, the Company completed the private sale of an aggregate of 45,000 10.00 450,000 Each Private Unit is identical to the Units sold in the IPO, except as described below. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the placement shares or placement warrants, which will expire worthless if the Company does not consummate a Business Combination within the allotted 12-month period (or up to 18-month period). The Company’s Sponsor has agreed to waive redemption rights with respect to the placement shares (i) in connection with the consummation of an initial Business Combination, (ii) in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination, or amendments to its amended and restated certificate of incorporation prior thereto, to redeem 100% of the Public Shares if the Company does not complete its initial Business Combination within the Combination Period or with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) if the Company fails to consummate an initial Business Combination within the Combination Period or if the Company liquidates prior to the expiration of the Combination Period. However, the Company’s Sponsor and any other holders of the founder shares and placement shares (the “initial stockholders”) will be entitled to redemption rights with respect to any Public Shares held by them if the Company fails to consummate an initial Business Combination or liquidate within the Combination Period. | NOTE 5 — PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 500,000 10.00 5,000,000 Simultaneously with the closing of the exercise of the overallotment option, the Company completed the private sale of an aggregate of 45,000 10.00 450,000 Each Private Unit is identical to the Units sold in the IPO, except as described below. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the placement shares or placement warrants, which will expire worthless if the Company does not consummate a Business Combination within the allotted 12-month period (or 18-month period). The Company’s Sponsor has agreed to waive redemption rights with respect to the placement shares (i) in connection with the consummation of a Business Combination, (ii) in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or amendments to its certificate of incorporation prior, to redeem 100% of the Public Shares if the Company does not complete its initial Business Combination within the Combination Period or with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) if the Company fails to consummate a Business Combination within the Combination Period or if the Company liquidates prior to the expiration of the Combination Period. However, the initial stockholders will be entitled to redemption rights with respect to any Public Shares held by them if the Company fails to consummate a Business Combination or liquidate within the Combination Period. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In September 2020, the Sponsor purchased 2,156,250 25,000 0.012 Company effected a stock dividend resulting in its Sponsor holding 2,875,000 founder shares, representing an adjusted purchase price of approximately $0.009 per share. The founder shares, after giving effect to the stock dividend, include an aggregate of up to 375,000 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full 375,000 The Sponsor has agreed not to transfer, assign or sell their founder shares until the earlier of (i) one year after the date of the consummation of the initial Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party In September 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 200,000 December 31, 2020 120,000 Due to Related Party The balance of $ 10,000 Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide non-interest bearing loans to the Company as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 10.00 Related Party Extension Loans The Company will have up to 12 months from the closing of the IPO to consummate an initial Business Combination. However, if the Company anticipates that it may not be able to consummate its initial Business Combination within 12 months, the Company may, by resolution of its board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 18 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account. The Company’s stockholders will not be entitled to vote or redeem their shares in connection with any such extension. Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate its initial Business Combination to be extended, the Company’s Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $1,000,000, or $1,150,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case, up to an aggregate of $2,000,000 or $2,300,000 if the underwriters’ over-allotment option is exercised in full) on or prior to the date of the applicable deadline, for each three month extension. Any such payments would be made in the form of a non-interest bearing loan Administrative Service Fee The Company has agreed to pay an affiliate of its Sponsor, commencing on the Effective Date of the registration statement, a total of $ 10,000 30,000 60,000 | NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares In September 2020, the Sponsor purchased 2,156,250 25,000 Company effected a stock dividend resulting in its Sponsor holding 2,875,000 founder shares, representing an adjusted purchase price of approximately $0.009 per share. The founder shares, after given effect to the stock dividend, include an aggregate of up to 375,000 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full 375,000 The Sponsor has agreed not to transfer, assign or sell their founder shares until the earlier of (i) one year after the date of the consummation of the initial Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party In September 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 200,000 December 31, 2020 120,000 Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide non-interest bearing loans to the Company as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 10.00 Related Party Extension Loans The Company will have up to 12 months from the closing of the IPO to consummate an initial Business Combination. However, if the Company anticipates that it may not be able to consummate its initial Business Combination within 12 months, the Company may, by resolution of its board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 18 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account. The Company’s stockholders will not be entitled to vote or redeem their shares in connection with any such extension. Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate its initial Business Combination to be extended, the Company’s Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $1,000,000, or $1,150,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case, up to an aggregate of $2,000,000 or $2,300,000 if the underwriters’ over-allotment option is exercised in full) on or prior to the date of the applicable deadline, for each three month extension. Any such payments would be made in the form of a non-interest bearing loan Administrative Service Fee The Company has agreed to pay an affiliate of its Sponsor, commencing on the Effective Date of the registration statement, a total of $ 10,000 20,000 |
Airspan [Member] | ||
RELATED PARTY TRANSACTIONS | 15. RELATED PARTY TRANSACTIONS As of both June 30, 2021 and December 31, 2020, there was an outstanding note receivable amounting to $ 87 43 As disclosed in Note [7], as of June 30, 2021 and December 31, 2020, the Company has a Subordinated Term Loan with a related party. | 20. RELATED PARTY TRANSACTIONS As of both December 31, 2020 and 2019, there was an outstanding note receivable amounting to $ 87 43 As disclosed in Note 9, as of December 31, 2020 and 2019 the Company has a Subordinated Term Loan with a related party who is a shareholder of the Company. |
RECURRING FAIR VALUE MEASUREMEN
RECURRING FAIR VALUE MEASUREMENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
RECURRING FAIR VALUE MEASUREMENTS | NOTE 6 — RECURRING FAIR VALUE MEASUREMENTS Investment Held in Trust Account As of June 30, 2021, investments in the Company’s Trust Account were held in treasury funds and are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest income in the accompanying statements of loss. The estimated fair values of investments held in Trust Account are determined using available market information. Schedule of fair value of held to maturity securities Carrying Gross Gross Fair Value U.S. Treasury Funds $ 116,181,780 $ - $ - $ 116,181,780 $ 116,181,780 $ - $ - $ 116,181,780 As of December 31, 2020, investment in the Company’s Trust Account consisted of $ 379 116,162,094 Carrying Gross Gross Fair Value U.S. Money Market $ 379 $ - $ - $ 379 U.S. Treasury Securities 116,162,094 1,154 - 116,163,248 $ 116,162,473 $ 1,154 $ - $ 116,163,627 The following table sets forth a summary of the changes in the carrying value of the investment held in Trust Account during the three months and six months ended June 30, 2021: Summary of changes in carrying value of investment held in Trust Account Treasury Funds U.S. Money Market U.S. Treasury Securities Carrying value as of January 1, 2021 $ - $ 379 $ 116,162,094 Amortization of interest income through the settlement date on February 4, 2021 - - 7,906 Settlement on February 4, 2021 - 116,170,000 (116,170,000 ) Investment in Treasury Securities - (116,169,721 ) 116,169,721 Amortization of interest income through March 31, 2021 - - 6,212 Carrying value as of March 31, 2021 $ - $ 658 $ 116,175,933 Amortization of interest income through the settlement date on May 6, 2021 - - 4,067 Settlement on May 6, 2021 - 116,180,000 (116,180,000 ) Investment in Treasury Funds 116,180,658 (116,180,658 ) - Interest income earned on Treasury Funds through June 30, 2021 1,122 - - $ 116,181,780 $ - $ - Warrant Liability At June 30, 2021 and December 31, 2020, the Company’s warrants liability was valued at $ 14,400,570 12,372,000 Recurring Fair Value Measurements The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Schedule of assets and liabilities measured at fair value on a recurring basis June 30 Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: Investment held in Trust Account $ 116,181,780 $ 116,181,780 $ - $ - $ 116,181,780 $ 116,181,780 $ - $ - Liabilities: Warrant Liability $ 14,400,570 $ 13,340,000 $ - $ 1,060,570 $ 14,400,570 $ 13,340,000 $ - $ 1,060,570 The following table sets forth a summary of the changes in the fair value of the warrant liability during the three and six months ended June 30, 2021: Schedule of the fair value of the warrant liability Warrant Liability Fair value as of January 1, 2021 $ 12,372,000 Revaluation of warrant liability included in other income within the statement of income for the three months ended March 31, 2021 (3,610,250 ) Fair value as of March 31, 2021 $ 8,761,750 Revaluation of warrant liability included in other expense within the statement of loss for the three months ended June 30, 2021 5,638,820 Fair value as of June 30, 2021 $ 14,400,570 The subsequent measurement of the Public Warrants for the three and six months ended June 30, 2021 is classified as Level 1 beginning from November 16, 2020 due to the use of an observable market quote in an active market. The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions related to expected stock-price volatility (pre-merger and post-merger), expected term, dividend yield and risk-free interest rate. The Company estimates the volatility of its common stock based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining life of the warrants. The expected life of the warrants is simulated based on management assumptions regarding the timing and likelihood of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The assumptions used in calculating the estimated fair values at the end of the reporting period represent the Company’s best estimate. However, inherent uncertainties are involved. The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at June 30, 2021 and December 31, 2020: Schedule of assumption used Input June 30, December 31, Expected term (years) 5.19 5.59 Expected volatility 28.0 % 29.0 % Risk-free interest rate 0.9 % 0.44 % Annual dividends $ 0.00 $ 0.00 The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2020, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Schedule Fair Value, Asset and Liabilities Measured on Recurring Basis December 31, Quoted Significant Significant 2020 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 379 $ 379 $ - $ - U.S. Treasury Securities held in Trust Account 116,162,094 116,162,094 - - $ 116,162,473 $ 116,162,473 $ - $ - Liabilities: Warrant Liability $ 12,372,000 $ 11,500,000 $ - $ 872,000 $ 12,372,000 $ 11,500,000 $ - $ 872,000 | NOTE 7 — RECURRING FAIR VALUE MEASUREMENTS Investment Held in Trust Account As of December 31, 2020, investment in the Company’s Trust Account consisted of $ 379 116,162,094 Schedule of fair value of held to maturity securities Carrying Gross Gross Fair Value U.S. Money Market $ 379 $ - $ - $ 379 U.S. Treasury Securities 116,162,094 1,154 - 116,163,248 $ 116,162,473 $ 1,154 $ - $ 116,163,627 Warrant Liability At December 31, 2020, the Company’s warrants liability were valued at $ 12,372,000 Recurring Fair Value Measurements The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2020, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Schedule of assets and liabilities measured at fair value on a recurring basis December 31, Quoted Significant Significant 2020 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 379 $ 379 $ — $ — U.S. Treasury Securities held in Trust Account 116,162,094 116,162,094 — — $ 116,162,473 $ 116,162,473 $ — $ — Liabilities: Warrant Liability $ 12,372,000 $ — $ — $ 12,372,000 $ 12,372,000 $ — $ — $ 12,372,000 The following table sets forth a summary of the changes in the fair value of the warrant liability for the period from August 20,2020 (inception) through December 31, 2020: Schedule of the fair value of the warrant liability Warrant Liability Fair value as of August 20, 2020 $ — Initial fair value of warrant liability upon issuance at IPO 15,380,000 Initial fair value of warrant liability upon issuance at over-allotment 2,260,200 Revaluation of warrant liability included in other income within the statement of income for the period from August 20,2020 (inception) through December 31, 2020 (5,268,200 ) Fair value as of December 31, 2020 $ 12,372,000 The estimated fair value of the warrants is determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions related to expected stock-price volatility (pre-merger and post-merger), expected term, dividend yield and risk-free interest rate. The Company estimates the volatility of its common stock based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining life of the warrants. The expected life of the warrants is simulated based on management assumptions regarding the timing and likelihood of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. Once the warrants become exercisable, the Company may redeem the outstanding warrants when the price per common stock equals or exceeds $18.00. The assumptions used in calculating the estimated fair values at the end of the reporting period represent the Company’s best estimate. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the founder shares, Private Units, and Units that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement signed on October 29, 2020. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Underwriters Agreement The underwriters had a 45-day option beginning October 29, 2020 to purchase up to an additional 1,500,000 Units to cover over-allotments, if any. On November 3, 2020, the Company paid a fixed underwriting discount of $ 2,000,000 Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $3,500,000, upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement On November 9, 2020, the underwriters partially exercised the over-allotment option to purchase 1,000,000 500,000 300,000 Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $525,000, upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement | NOTE 8 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the founder shares, Private Units, and Units that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement signed on October 29, 2020. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Underwriters Agreement The underwriters had a 45-day option beginning October 29, 2020 to purchase up to an additional 1,500,000 units to cover over-allotments, if any. On November 3, 2020, the Company paid a fixed underwriting discount of $ 2,000,000 On November 9, 2020, the underwriters partially exercised the over-allotment option to purchase 1,000,000 500,000 300,000 |
Airspan [Member] | ||
COMMITMENTS AND CONTINGENCIES | 11. COMMITMENTS AND CONTINGENCY The Company had commitments with its main subcontract manufacturers under various purchase orders and forecast arrangements of $ 76.6 Certain officers of the Company have change in control payments that they would be entitled to receive in the event of a change in control. Contingencies and Legal Proceedings From time to time, the Company receives and reviews correspondence from third parties with respect to licensing their patents and other intellectual property in connection with the sale of the Company’s products. Disputes may arise with such third parties if an agreement cannot be reached regarding the licensing of such patents or intellectual property. On October 14, 2019, Barkan Wireless IP Holdings, L.P. (“Barkan”) filed a suit against Sprint Corporation and related entities (“Sprint”) alleging patent infringement based in part on two of the Company’s products, Airave 4 and Magic Box Gold. See Barkan Wireless IP Holdings, L.P. v. Sprint Corporation et al On April 27, 2021, Magnacross LLC filed a complaint for patent infringement against the Company in the United States District Court for the District of Delaware. The Complaint alleges infringement of United States Patent No. 6,917,304 (“the ’304 Patent”). The ’304 Patent is titled “Wireless Multiplex [sic] Data Transmission System.” On June 16, 2021 plaintiff filed a Notice of Voluntary Dismissal Without Prejudice, which the District Court approved by Order dated June 16, 2021. Except as set forth above, the Company is not currently subject to any other material legal proceedings. The Company may from time to time become a party to various other legal proceedings arising in the ordinary course of its business. While the results of such claims and litigation cannot be predicted with certainty, the Company currently believes that it is not a party to any litigation the final outcome of which is likely to have a material adverse effect on the Company’s condensed consolidated financial position, results of operations or cash flows. | 13. COMMITMENTS AND CONTINGENCIES The Company had commitments with its main subcontract manufacturers under various purchase orders and forecast arrangements of $ 55.6 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 sheet. 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 2020 2019 Assets Operating lease assets Right-of-use lease asset, net (1) $ 7,882 $ 10,032 Total leased assets $ 7,882 $ 10,032 Liabilities Current Operating Other accrued expenses $ 2,671 $ 3,397 Noncurrent Operating Other long-term liabilities 5,424 6,900 Total lease liabilities $ 8,095 $ 10,297 (1) Operating right of-use lease assets are recorded net of accumulated amortization of $2,842 and $2,775 as of December 31, 2020 and 2019, respectively. The Company has classified the lease components as follows (in thousands): Schedule of lease components Year Ended December 31, Lease Cost Classification 2020 2019 Operating lease cost General and administrative $ 3,412 $ 3,047 Amortization of right of use assets General and administrative 2,842 2,775 Interest on lease liabilities General and administrative 555 722 Total lease cost $ 6,809 $ 6,544 Short-term lease costs amounted to $ 0.2 Future minimum lease payments for assets under non-cancelable operating lease agreements with original terms of more than one year as of December 31, 2020 are as follows (in thousands): Schedule of future minimum lease payments for assets 2021 $ 2,695 2022 2,194 2023 1,920 2024 1,935 2025 342 Thereafter — Total lease payments 9,086 Less: Interest (991 ) Present value of lease liabilities $ 8,095 The weighted average remaining lease term at December 31, 2020 is as follows: Schedule of weighted average remaining lease term Weighted Average Remaining Lease Term (Years) December 31, 2020 Operating leases 3.61 Average Discount Rate Operating leases 6.53 The Company had bank guarantees with its landlords and customers totaling $ 0.6 0.3 0.6 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, for the repayment of loans taken out by its fully consolidated subsidiary, Airspan Finland Oy. These uncollateralized loans totaled $ 0.5 Certain officers of the Company have change in control payments that they would be entitled to receive in the event of a change in control. Contingencies and Legal Proceedings From time to time, the Company receives and reviews correspondence from third parties with respect to licensing their patents and other intellectual property in connection with the sale of the Company’s products. Disputes may arise with such third parties if an agreement cannot be reached regarding the licensing of such patents or intellectual property. On October 14, 2019, Barkan Wireless IP Holdings, L.P. (“Barkan”) filed a complaint for patent infringement in the United States District Court for the Eastern District of Texas against Sprint Corporation and other entities alleging infringement of U.S. Patent Nos. 8,559,312, and 9,392,638 based in part on two of the Company’s products, Airave 4 and Magic Box Gold. See Barkan Wireless IP Holdings, L.P. v. Sprint Corporation et al Except as set forth above, the Company is not currently subject to any other material legal proceedings. The Company may from time to time become a party to various other legal proceedings arising in the ordinary course of its business. While the results of such claims and litigation cannot be predicted with certainty, the Company currently believes that it is not a party to any litigation the final outcome of which is likely to have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
STOCKHOLDERS’ EQUITY | NOTE 8 — STOCKHOLDERS’ EQUITY Preferred Stock 1,000,000 0.0001 no Common Stock 100,000,000 0.0001 5,859,958 5,398,351 9,060,042 9,521,649 The Company’s initial stockholders have agreed not to transfer, assign or sell their founder shares until the earlier of (i) one year after the date of the consummation of the initial Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. | NOTE 9 — STOCKHOLDERS’ EQUITY Preferred Stock 1,000,000 0.0001 no Common Stock 100,000,000 0.0001 5,398,351 9,521,649 The Company’s initial stockholders have agreed not to transfer, assign or sell their founder shares until the earlier of (i) one year after the date of the consummation of the initial Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
SUBSEQUENT EVENTS | NOTE 9 — SUBSEQUENT EVENTS The Company has evaluated events and transactions that occurred during the period from the balance sheet date through September 10, 2021, On August 13, 2021, the Company consummated the previously announced SPAC Transaction with Airspan Networks Inc., following which Airspan Networks Inc. became a wholly owned subsidiary of the Company (which subsequently changed its name to Airspan Networks Holdings Inc.). Airspan Networks Holdings Inc.’s common stock is listed on the NYSE American and trades under the ticker symbol “MIMO.” | NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Airspan [Member] | ||
SUBSEQUENT EVENTS | 17. SUBSEQUENT EVENT The Company has evaluated events and transactions that occurred during the period from the balance sheet date through August 19, 2021, the date these consolidated financial statements were issued. Except as disclosed below, the Company is not aware of any other subsequent events which would require adjustment or disclosure in the consolidated financial statements. On August 13, 2021, the Company consummated the previously announced SPAC Transaction with NBA, following which the Company became a wholly owned subsidiary of NBA (which subsequently changed its name to Airspan Networks Holdings Inc.). Airspan Networks Holdings Inc.’s common stock is listed on the NYSE American and trades under the ticker symbol “MIMO.” | 22. SUBSEQUENT EVENTS The Company has evaluated events and transactions that occurred during the period from the balance sheet date through May 14, 2021, the date these consolidated financial statements were issued. Except as disclosed below, the Company is not aware of any other subsequent events which would require adjustment or disclosure in the consolidated financial statements. On March 3, 2021, Airspan reduced the exercise price of the D-1 warrants discussed in Note 14 to $ 45.9875 On March 8, 2021, the Company announced that it entered into a definitive business combination agreement with New Beginnings Acquisition Corp. (“NBA”) (NYSE American: NBA), a SPAC. Upon closing of the transactions contemplated by this agreement, expected in the third quarter of 2021, the post-combination Company’s common stock will continue to be listed on the NYSE American and trade under the ticker symbol “MIMO.” On March 22, 2021, an investor acquired the primary beneficiary’s rights and obligations under a convertible loan agreement relating to Dense Air. Subsequently, the Company received a notice of conversion from the investor to convert the outstanding amount of the loan into shares equating to 95% of the share capital of Dense Air. The conversion is contingent on regulatory consent in Australia, which is expected in the third quarter of 2021. |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS On April 12, 2021, the Staff of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a Business Combination, which terms are similar to those contained in the warrant agreement, dated as of October 29, 2020, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”). As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 11,500,000 Public Warrants and (ii) the 545,000 Private Warrants (See Note 4 and Note 5). The Company previously accounted for the both Warrants as components of equity. In further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging; Contracts in Entity’s Own Equity, the Company concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Statement of Income in the period of change. After consultation with the Company’s independent registered public accounting firm, the Company’s management and the audit committee of the Company’s Board of Directors concluded that it is appropriate to restate the Company’s previously issued audited financial statements as of December 31, 2020 and for the period from August 20, 2020 (inception) through December 31, 2020, as previously reported in its Form 10-K. The restated classification and reported values of the Warrants as accounted for under ASC 815-40 are included in the financial statements herein. The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the period, indicated: Schedule of restatement on each financial statement As Previously Reported Adjustment As Restated Balance Sheet at November 3, 2020 Warrant Liability $ — $ 15,380,000 $ 15,380,000 Common stock subject to possible redemption 94,117,880 (15,380,000 ) 78,737,880 Common stock 406 152 558 Additional paid-in capital 5,000,060 853,681 5,853,741 Accumulated deficit $ (461 ) $ (853,833 ) $ (854,294 ) Balance Sheet at December 31, 2020 Warrant Liability $ — $ 12,372,000 $ 12,372,000 Common stock subject to possible redemption, 108,540,654 (12,372,000 ) 96,168,654 Common stock 418 122 540 Additional paid-in capital 5,202,273 (4,295,232 ) 907,041 Retained earnings (accumulated deficit) $ (202,686 ) $ 4,295,110 $ 4,092,424 Statement of Income for the period from August 20, 2020 (inception) through December 31, 2020 Warrant issuance costs $ — $ (973,090 ) $ (973,090 ) Unrealized gain on change in fair value of warrants — 5,268,200 5,268,200 Net (loss) income $ (202,686 ) $ 4,295,110 $ 4,092,424 Basic and diluted weighted average shares outstanding, common stock subject to redemption 4,063,751 (664,066 ) 3,399,685 Basic and diluted net income per share $ 0.00 (0.00 ) 0.00 Basic and diluted weighted average shares outstanding, common stock 3,982,640 664,066 4,646,706 Basic and diluted net (loss) income per share $ (0.05 ) $ 0.93 $ 0.88 Statement of Cash Flows for the period from August 20, 2020 (inception) through December 31, 2020 Cash Flows from Operating Activities: Net (loss) income $ (202,686 ) $ 4,295,110 $ 4,092,424 Unrealized gain on change in fair value of warrants — (5,268,200 ) (5,268,200 ) Warrant issuance costs — 973,090 973,090 |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 10 — INCOME TAX The Company’s net deferred tax assets are as follows: Schedule of deferred tax assets December 31, Deferred tax asset Organizational costs/Startup expenses $ 29,754 Federal Net Operating loss 12,810 Total deferred tax asset 42,564 Valuation allowance (42,564 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: Schedule of income tax provision December 31, Federal Current $ — Deferred (42,564 ) State Current — Deferred — Change in valuation allowance 42,564 Income tax provision $ — As of December 31, 2020, the Company has $ 61,001 In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from August 20, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $ 42,564 A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: Schedule of reconciliation of the federal income tax rate Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Permanent Book/Tax Differences (22.0 )% Change in valuation allowance (1.0 )% Income tax provision — % The Company files income tax returns in the U.S. federal jurisdiction in Florida and is subject to examination by the various taxing authorities. |
BUSINESS AND BASIS OF PRESENTAT
BUSINESS AND BASIS OF PRESENTATION | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
BUSINESS AND BASIS OF PRESENTATION | 1. BUSINESS AND BASIS OF PRESENTATION Business Airspan Networks Inc. (“Airspan” or 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”) 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, India; Tokyo, Japan; Airport City, Israel; Santa Clara, California; and with corporate headquarters 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 accounts for its investment in a wholly-owned subsidiary, Dense Air Ltd. (“Dense Air”), as an equity method investment. (See Note 21). 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. During 2020, the Company and five of its wholly owned subsidiaries had a loan facility with Pacific Western Bank (“PWB”) and Ally Bank (“Ally”) under the Second Amended and Restated Loan and Security Agreement (the “PWB Facility”). Under the PWB Facility, at the beginning of 2020, the Company could borrow up to $45 million (this amount was reduced by amendment during 2020 to $34.7 million), subject to compliance with certain covenants (See Note 7). In addition to the PWB Facility, the Company had subordinated debt facilities with two other lenders for $39 million in aggregate. (See Notes 8 and 9). During 2020, the Company entered into several amendments to the PWB Facility. Among other things, these amendments modified the financial and funding covenants and extended the due date for the audited consolidated financial statements. The maturity of the PWB Facility was extended and the interests of PWB and Ally therein were subsequently assigned to Fortress (as defined below) and other new lenders. The Company’s Subordinated Convertible Debt of $9.0 million plus interest matured on June 30, 2020. The Company was not able to agree to an extended maturity date and the debt remained outstanding as of December 31, 2020 and in default under the terms of the arrangement. Fortress granted a limited waiver, which waives each actual and prospective default and event of default existing directly as a result of the non-payment of the Subordinated Convertible Debt. On December 30, 2020, PWB and Ally assigned their interests in the PWB Facility to certain new lenders pursuant to an Assignment Agreement (the “Assignment Agreement”) and PWB entered into a Resignation and Assignment Agreement (the “Agent Resignation Agreement”) pursuant to which PWB resigned in its capacity as agent under all of the transaction documents and DBFIP ANI LLC (“Fortress”) became the successor agent (as defined in the Agent Resignation Agreement), replacing PWB in such capacity under the PWB Facility. Also on December 30, 2020, Fortress, the new lenders, the Company, Airspan IP Holdco LLC, Airspan Networks (SG) Inc., Mimosa Networks, Inc., Mimosa Networks International, LLC, Airspan Communications Limited, Airspan Networks LTD, and Airspan Japan K.K. entered into a Reaffirmation Agreement and Omnibus Amendment Agreement (the “Reaffirmation and Omnibus Amendment”), pursuant to which the parties agreed to amend and restate the terms of the PWB Facility to read as set forth in the Credit Agreement (the “Fortress Credit Agreement”). The existing obligations under the PWB Credit Facility were converted to and reconstituted as term loans under the Fortress Credit Agreement and the obligations thereunder increased. The borrower subsidiaries under the PWB Facility, together with certain other borrower subsidiaries (not including Dense Air Limited or any of its subsidiaries), are guarantors and security parties under the Fortress Credit Agreement. (See Note 10). During the years ended December 31, 2020, 2019 and 2018, the Company received cash through the issuance of Convertible Preferred Stock as follows: Schedule of cash received Instrument Issued Date Amount Series F and F-1 Preferred Stock October 19, 2018 $ 30.0 Series F Preferred Stock November 20, 2018 $ 5.0 Issued in 2018 $ 35.0 Series F Preferred Stock September 20, 2019 $ 8.0 Issued in 2019 $ 8.0 Series G Preferred Stock various $ 22.0 Series H Preferred Stock various $ 10.4 Issued in 2020 $ 32.4 The Company had $109.9 million 109,860 77,271 20.4 32.4 Going concern The accompanying consolidated financial statements have been prepared and are presented assuming the Company’s ability to continue as a going concern. As discussed in Note 10 to the financial statements, the Company’s Senior Term Loan requires certain prospective financial covenants to be met. The Company’s business plan for 2021 contemplates increased revenue and reduced operating losses to achieve satisfaction of the financial covenants. Given the continued uncertainty in the global markets, in the event that the Company’s was unable to achieve these prospective covenants the Company’s Senior Term Loan and the Subordinated Loan could become due prior to the maturity date. In order to address the need to satisfy the Company’s continuing obligations and realize its long-term strategy, management has taken several steps and is considering additional actions to improve its operating and financial results, which the Company believes will be sufficient to meet the prospective covenants of the Company’s Senior Term Loan, 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; ● continuing to evaluate and implement cost reduction initiatives to reduce non-strategic costs in operations and expand the Company’s labor force in lower cost geographies; and ● renegotiating and replacing debt facilities and raising additional funds for operations. On March 8, 2021, the Company announced that it entered into a definitive business combination agreement with a Special Purpose Acquisition Company (“SPAC”), New Beginnings Acquisition Corporation, which, upon closing of the agreement expected in the third quarter of 2021 (“SPAC Transaction”) will provide additional access to capital and new funding sources that were not available previously to the Company. (See Note 22). There can be no assurance that the above actions will be successful. If the Company is unable to successfully complete the SPAC Transaction, the Company’s current cash balance will be insufficient to satisfy repayment demands from its lenders if the Company does not meet the prospective financial covenants of the Senior Term Loan and the Senior Term Loan becomes due prior to maturity. There is no assurance that the SPAC transactions, or new or renegotiated financing will be available or that if available on 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. COVID-19 Update On January 30, 2020, the World Health Organization declared the COVID-19 outbreak a “Public Health Emergency of International Concern” and on March 11, 2020, declared COVID-19 a pandemic. The spread of COVID-19, a novel strain of coronavirus, has and continues to alter the behavior of business and people in a manner that is having negative effects on local, regional and global economies. The COVID-19 pandemic had a significant impact on our supply chains, impacting product supply and delivery to our customers, in particular for the second and third quarter of 2020. Future pandemic induced lockdowns continue to be a risk to the supply chain. As a further consequence of the COVID-19 pandemic, component lead times are extending as demand begins to outstrip supply on certain components, including semiconductors. This has caused us to extend our forecast horizon with our contract manufacturing partners and has increased the risk of supply delays. The Company cannot at this time accurately predict what effects, or their extent, the coronavirus outbreak will have on its 2021 operating results, due to uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, the length of voluntary business closures and governmental actions taken in response to the outbreak. More generally, a widespread health crisis could adversely affect the global economy, resulting in an economic downturn that could affect demand for its products and therefore impact the Company’s results. | |
Airspan [Member] | ||
BUSINESS AND BASIS OF PRESENTATION | 1. BUSINESS AND BASIS OF PRESENTATION Business Airspan Networks Inc. (“Airspan” or 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”) 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, India; Tokyo, Japan; Airport City, Israel; Santa Clara, California; and with corporate headquarters in the United States (“U.S.”) in Boca Raton, Florida. Basis of Presentation and Principles of Consolidation The accompanying condensed financial statements include the accounts of the Company, its wholly-owned subsidiaries and Airspan IP Holdco LLC (“Holdco”) – 99.8% owned by Airspan. Non-controlling interest in the results of operations of consolidated subsidiaries represents the minority 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 financial statements as of and for the year ended December 31, 2020, included in New Beginnings Acquisition Corporation’s (“NBA”) S-4 registration statement (File No. 333-256137) (“NBA’s S-4”). The Edgar file can be found at: https://www.sec.gov/Archives/edgar/data/1823882/000182912621006591/newbeginnings_s4a.htm. 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 $75.2 million 75,176 59,474 3,816 Going concern The accompanying condensed consolidated financial statements have been prepared and are presented assuming the Company’s ability to continue as a going concern. As discussed in Note 8 to the financial statements, the Company’s Senior Term Loan requires certain prospective financial covenants to be met. The Company’s business plan for 2021 and first half of 2022 contemplates increased revenue and reduced operating losses to achieve satisfaction of the financial covenants. Given the continued uncertainty in the global markets, in the event that the Company was unable to achieve these prospective covenants, the Company’s Senior Term Loan (see Note 8) and the Subordinated Loan (see Note 7) could become due prior to the maturity date. In order to address the need to satisfy the Company’s continuing obligations and realize its long-term strategy, management has taken several steps and is considering additional actions to improve its operating and financial results, which the Company expects will be sufficient to meet the prospective covenants of the Company’s Senior Term Loan and provide the ability to continue as a going concern, including the following: · focusing the Company’s efforts to increase sales in additional geographic markets; · continuing to develop 5G product offerings that will expand the market for the Company’s products; · continuing to evaluate and implement cost reduction initiatives to reduce non-strategic costs in operations and expand the Company’s labor force in lower cost geographies; and · renegotiating and replacing debt facilities and raising additional funds for operations. On March 8, 2021, the Company announced that it entered into a definitive business combination agreement with NBA (NYSE American: NBA), a special purpose acquisition company (“SPAC”). Upon closing of the transactions contemplated by this agreement (“SPAC Transaction”), expected in the third quarter of 2021, the post-combination Company’s common stock will continue to be listed on the NYSE American and trade under the ticker symbol “MIMO.” The Company expects that the SPAC Transaction will provide additional access to capital and new funding sources that were not available previously to the Company. There can be no assurance that the above actions will be successful. If the Company is unable to successfully complete the SPAC Transaction, the Company’s current cash balance will be insufficient to satisfy repayment demands from its lenders if the Company does not meet the prospective financial covenants of the Senior Term Loan and the Senior Term Loan becomes due prior to maturity. There is no assurance that the SPAC Transaction will be completed, or that new or renegotiated financing will be available or that if available, will be on 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. COVID-19 Update The spread of COVID-19, a novel strain of coronavirus, has and continues to alter the behavior of business and people in a manner that is having negative effects on local, regional and global economies. The COVID-19 pandemic continues to have an impact with short-term disruptions on our supply chains, as governments take robust actions to minimize the spread of localized COVID-19 outbreaks. As a further consequence of the COVID-19 pandemic, component lead times have extended as demand outstrips supply on certain components, including semiconductors. These extended lead times have caused us to extend our forecast horizon with our contract manufacturing partners and has increased the risk of supply delays. The Company cannot at this time accurately predict what effects, or their extent, the coronavirus outbreak will have on the remainder of its 2021 operating results, due to uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, the length of voluntary business closures and governmental actions taken in response to the outbreak. More generally, a widespread health crisis could adversely affect the global economy, resulting in an economic downturn that could affect demand for its products and therefore impact the Company’s results. |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
INVENTORY | 3. INVENTORY Inventory consists of the following (in thousands): Schedule of inventory December 31, 2020 2019 Purchased parts and materials $ 4,476 $ 4,848 Work in progress 442 515 Finished goods and consumables 7,101 11,779 Inventory Net $ 12,019 $ 17,142 |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | 4. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment consists of the following (in thousands): Schedule of property, plant and equipment, net December 31, 2020 2019 Plant, machinery and equipment $ 30,159 $ 28,474 Furnitures and fixtures 705 702 Leasehold improvements 2,469 3,124 Property, Plant and Equipment, Gross 33,333 32,300 Accumulated depreciation (28,500 ) (26,783 ) Property, Plant and Equipment, Net $ 4,833 $ 5,517 Depreciation expense totaled approximately $ 2.9 3.1 2.9 |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
GOODWILL AND INTANGIBLE ASSETS, NET | 5. GOODWILL AND INTANGIBLE ASSETS, NET The Company has goodwill of $13.6 million resulting from its acquisition of Mimosa in November 2018. Intangible assets, net consists of the following (in thousands): Schedule of intangible assets Weighted December 31, 2020 Average Gross Carrying Accumulated Amortization Net Internally developed technology 10 $ 7,810 $ (1,627 ) $ 6,183 Customer relationships 6 2,130 (739 ) 1,391 Trademarks 2 720 (720 ) — Non-compete 3 180 (125 ) 55 Total acquired intangible assets $ 10,840 $ (3,211 ) $ 7,629 Weighted December 31, 2020 Average Gross Carrying Accumulated Amortization Net Internally developed technology 10 $ 7,810 $ (846 ) $ 6,964 Customer relationships 6 2,130 (177 ) 1,953 Trademarks 2 720 (390 ) 330 Non-compete 3 180 (65 ) 115 Total acquired intangible assets $ 10,840 $ (1,478 ) $ 9,362 The Company’s intangible assets include internally developed technology, customer relationships, trademarks and non-compete agreements. ● The internally developed software fair value was calculated by multiplying the core technology license revenue by an estimated fair royalty rate less income taxes and taking the present value of the annual cash flows of the estimated 10-year economic lives of the assets. ● The customer relationships fair value acquired at the time of the business combination was calculated by multiplying the expected existing customer revenue, after attrition less expenses, and taking the present value of the excess earnings. ● The trademarks fair value was calculated by multiplying the trademark revenue by an estimated fair royalty rate less income taxes and taking the present value of the annual cash flows of the estimated two year lives of the tax benefit. ● The non-compete fair value was calculated by the difference between the forecasted revenue with and without the non-compete agreements and taking the present value of the annual cash flows of the estimated three year lives of the benefit of the non-compete agreements. Amortization expense related to the Company’s intangible assets amounted to $ 1.7 1.4 0.1 Estimated amortization expense for the next five years and thereafter related to the Company’s intangible assets is as follows (in thousands): Schedule of future amortization expense 2021 $ 1,191 2022 1,136 2023 1,136 2024 1,107 2025 781 Thereafter 2,278 Total $ 7,629 | |
Airspan [Member] | ||
GOODWILL AND INTANGIBLE ASSETS, NET | 4. 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 June 30, 2021 Average Gross Carrying Accumulated Amortization Net Carrying Amount Internally developed technology 10 $ 7,810 $ (2,017 ) $ 5,793 Customer relationships 6 2,130 (917 ) 1,213 Trademarks 2 720 (720 ) - Non-compete 3 180 (155 ) 25 Total acquired intangible assets $ 10,840 $ (3,809 ) $ 7,031 Weighted December 31, 2020 Average Gross Carrying Accumulated Amortization Net Carrying Amount Internally developed technology 10 $ 7,810 $ (1,627 ) $ 6,183 Customer relationships 6 2,130 (739 ) 1,391 Trademarks 2 720 (720 ) - Non-compete 3 180 (125 ) 55 Total acquired intangible assets $ 10,840 $ (3,211 ) $ 7,629 Amortization expense related to the Company’s intangible assets amounted to $ 0.3 0.4 0.6 0.8 Estimated amortization expense for the remainder of 2021 and thereafter related to the Company’s intangible assets is as follows (in thousands): Schedule of estimated amortization expense 2021 $ 593 2022 1,136 2023 1,136 2024 1,107 2025 781 Thereafter 2,278 Total $ 7,031 |
OTHER ACCRUED EXPENSES
OTHER ACCRUED EXPENSES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
OTHER ACCRUED EXPENSES | 6. OTHER ACCRUED EXPENSES Other accrued expenses consist of the following (in thousands): Schedule of other accrued expenses December 31, 2020 2019 Accrued payroll and related benefits and taxes $ 6,812 $ 6,192 Accrued royalties 3,401 1,557 Agent and sales commissions 2,501 1,078 Right-of-use lease liability, current portion 2,671 3,397 Tax liabilities 1,967 696 Product warranty liabilities 1,019 981 Accrued 5G small cell costs — 1,367 Manufacturing accruals 1,243 98 Other 2,924 2,068 Other accrued expenses $ 22,538 $ 17,434 | |
Airspan [Member] | ||
OTHER ACCRUED EXPENSES | 5. OTHER ACCRUED EXPENSES Other accrued expenses consist of the following (in thousands): Schedule of other accrued expenses June 30, December 31, Accrued payroll and related benefits and taxes $ 6,875 $ 6,812 Accrued royalties 4,350 3,401 Agent and sales commissions 3,659 2,501 Right-of-use lease liability, current portion 2,945 2,671 Tax liabilities 613 1,967 Product warranty liabilities 1,099 1,019 Marketing accruals 1,092 869 Manufacturing accruals 2,592 1,243 Other 3,026 2,055 Other accrued expenses $ 26,251 $ 22,538 |
LINE OF CREDIT
LINE OF CREDIT | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
LINE OF CREDIT | 7. LINE OF CREDIT The Company, Airspan Communications Limited, Airspan Networks (SG) Inc., Airspan Networks Ltd, Mimosa Networks, Inc. and Mimosa Networks International LLC were parties to a Second Amended and Restated Loan and Security Agreement with PWB and Ally. To secure its obligations under the PWB Facility, the Company and certain subsidiaries had granted PWB, as agent, a security interest in all of the Company’s and such subsidiaries’ assets, subject to certain exclusions. There were several modifications and amendments to the PWB Facility during 2020 and 2019, including adding Airspan Networks Ltd and Mimosa Networks, Inc. as additional borrowers, and extending the maturity date to December 31, 2020. On November 20, 2018, in conjunction with the acquisition of Mimosa, the maximum limit was raised to $ 45.0 December 31, 2020 To secure its obligations under the PWB Facility, the Company had granted PWB a security interest in all of the Company’s assets provided that the collateral did not include outstanding capital stock of any foreign subsidiary in excess of 65% of the voting power that each foreign subsidiary is entitled to vote. The Company established a lockbox account for the collection of its receivables at PWB which required the Company to classify the PWB Facility as a current liability. As of December 31, 2019, the Company was not in compliance with all debt covenant requirements. At December 31, 2019, $ 32.8 6.5 prime rate plus 1.0% and not less than 6% Prime Rate plus 2.75%, provided PWB Prime Rate is no lower than 7.75%, and was paid monthly. Repayments under the term loan began on December 1, 2019 at $417 thousand per month. In January 2020, the revolving part of the PWB Facility interest rate was modified to prime rate plus 1.0% and not less than 6%. In May 2020, the revolving part of the PWB Facility interest rate was modified to prime rate plus 2.0% and not less than 7% On December 30, 2020, PWB and Ally assigned their interests in the PWB Facility to new lenders pursuant to the Assignment Agreement and PWB entered into the Agent Resignation Agreement pursuant to which PWB resigned in its capacity as agent under all of the transaction documents and Fortress became the successor agent (as defined in the Agent Resignation Agreement), replacing PWB in such capacity under the PWB Facility. Also on December 30, 2020, Fortress, the lenders party thereto, the Company, Airspan IP Holdco LLC, Airspan Networks (SG) Inc., Mimosa Networks, Inc., Mimosa Networks International, LLC, Airspan Communications Limited, Airspan Networks LTD, and Airspan Japan K.K. entered into the Reaffirmation and Omnibus Amendment, pursuant to which the parties agreed to amend and restate the terms of the PWB Credit Facility to read as set forth in the Fortress Credit Agreement. The existing obligations under the PWB Facility were converted to and reconstituted as term loans under the Fortress Credit Agreement and the obligations thereunder increased. The borrower subsidiaries under the PWB Facility, together with certain other borrower subsidiaries, became guarantors and security parties under the Fortress Credit Agreement. See Note 10 for information regarding the Fortress Credit Agreement. |
SUBORDINATED CONVERTIBLE DEBT A
SUBORDINATED CONVERTIBLE DEBT AND SUBORDINATED DEBT | 12 Months Ended |
Dec. 31, 2020 | |
Brokers and Dealers [Abstract] | |
SUBORDINATED CONVERTIBLE DEBT AND SUBORDINATED DEBT | 8. SUBORDINATED CONVERTIBLE DEBT AND SUBORDINATED DEBT On August 6, 2015, the Company 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 During 2019, the Company entered into four loans with an aggregate principal of $23.0 million in the form of Subordinated Convertible Note Purchase Agreements with Oak Investment Partners “(Oak)” that were due to mature on December 31, 2020. Interest accrued on each of these notes at the rate of 6% per annum. Each note was subordinate to the PWB line of credit. The principal and accrued interest would automatically be converted into common shares at the time of the next equity financing. The number of common shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest on the note, as of the date of conversion, by the price paid per share for common shares by the investors in the next equity financing. At December 31, 2019, the Company had $ 23.5 On February 3, 2020, the Company approved the issuance and sale of 383,266 0.0001 23.5 The Company had subordinated debt of $ 9.0 33.1 |
SUBORDINATED TERM LOAN
SUBORDINATED TERM LOAN | 12 Months Ended |
Dec. 31, 2020 | |
Subordinated Term Loan | |
SUBORDINATED TERM LOAN | 9. SUBORDINATED TERM LOAN On February 9, 2016, the Company entered into a $ 15.0 December 31, 2020 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 Number 3, on May 23, 2019, the interest rate changed to 9.0% per annum to be accrued (b) Amendment Number 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 Number 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. |
SENIOR TERM LOAN
SENIOR TERM LOAN | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
SENIOR TERM LOAN | 10. SENIOR TERM LOAN On December 30, 2020, the Company, together with Airspan IP Holdco LLC, Airspan Networks (SG) Inc., Mimosa Networks, Inc., Mimosa Networks International, LLC, Airspan Communications Limited, Airspan Networks LTD, and Airspan Japan K.K. as guarantors, (collectively the “Loan Parties”), together with the other parties thereto, entered into the Assignment Agreement, the Resignation and Assignment Agreement, and the Reaffirmation and Omnibus Amendment, the result of which was the amendment and restatement of the terms of the PWB Facility under the Fortress Credit Agreement with the new lenders as the lenders thereunder. Fortress in its capacity became the administrative agent, collateral agent and trustee for the lenders and other secured parties. The Fortress Credit Agreement initial term loan (“Tranche 1”) 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 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, including, (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”). Revenue and EBITDA financial covenants which are tested quarterly. As of December 31, 2020, the Company was in compliance with all applicable covenants. In connection with the Fortress Credit Agreement, the Company granted Fortress entities party to the Fortress Credit Agreement a warrant to purchase 55,284 61.50 The interest rate for Tranche 1 is based on the level of the Company’s Net EBITDA Leverage Ratio. 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: 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 Level II Less than or equal to 3.00:1.00 but greater than 2.00:1.00 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 but greater than 3.00:1.00 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 but greater than 4.00:1.00 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 | |
Airspan [Member] | ||
SENIOR TERM LOAN | 8. SENIOR TERM LOAN On December 30, 2020, the Company, together with Airspan IP Holdco LLC, Airspan Networks (SG) Inc., Mimosa Networks, Inc., Mimosa Networks International, LLC, Airspan Communications Limited, Airspan Networks LTD, and Airspan Japan K.K. as guarantors, (collectively the “Loan Parties”), together with the other parties thereto, entered into the Assignment Agreement, the Resignation and Assignment Agreement, and the Reaffirmation and Omnibus Amendment, the result of which was the amendment and restatement of the terms of the PWB Facility under the Fortress Credit Agreement with the new lenders as the lenders thereunder. Fortress in its capacity became the administrative agent, collateral agent and trustee for the lenders and other secured parties. The Fortress Credit Agreement initial term loan total commitment of $ 34.0 10.0 December 30, 2024 The Fortress Credit Agreement contains a prepayment premium of 5.0% if the prepayment occurs during the period from December 30, 2021 through December 29, 2022, and 3.0% if the prepayment occurs during the period from December 30, 2022 through December 29, 2023 As of June 30, 2021, the Company was in compliance with all applicable covenants under the Fortress Credit Agreement. The Company had a senior term loan outstanding of $ 44.0 1.2 25.0 |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
LONG-TERM DEBT | 11. LONG-TERM DEBT Long-term debt consists of: Schedule of long term debt December 31, 2020 2019 PPP Loan $ 2,087 $ — Finnish Funding Agency for Technology and Innovation (“Tekes”) 458 410 2,545 410 Less current portion – product development loan (298 ) (272 ) Less accrued interest on product development loan – current (160 ) (138 ) Total long-term debt $ 2,087 $ — On April 27, 2020, under the Paycheck Protection Program (“PPP”) established by the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, administered by the Small Business Administration (“SBA”), the Company entered into a promissory note of approximately $2.1 million with First Home Bank (“PPP Loan”). The promissory note bears interest at a rate of 1 % and is payable in monthly installments of principal and interest over 18 months beginning seven months from the date of this promissory note and continuing on the 5th day of each month thereafter. A final payment of the entire unpaid balance of principal and interest will be due on April 27, 2022, the maturity date. On March 8, 2021, the Company applied for the promissory note to be forgiven by the SBA in whole or in part. Any remaining balance following forgiveness by the SBA will be fully amortized over the remaining term of the promissory note. The purpose of this promissory note is to retain workers, maintain payroll and for the use of other eligible expenditures pursuant to the terms of the CARES Act. At both December 31, 2020 and 2019, there were two capital loans amounting to $ 0.3 The table below sets forth the contractual maturities of the Company’s debt for each of the five years subsequent to December 31, 2020 and thereafter (in thousands): Schedule of Maturities of Long-term Debt Senior Subordinated Subordinated Long-Term Term Loan Debt Term Loan Debt Total 2021 $ — $ 10,065 $ — $ 298 $ 10,363 2022 — — — 2,087 2,087 2023 — — — — — 2024 44,025 — — — 44,025 2025 — — 34,756 — 34,756 Thereafter — — — — — Total $ 44,025 $ 10,065 $ 34,756 $ 2,385 $ 91,231 Unamortized debt issuance costs (5,794 ) — — — (5,794 ) Unamortized purchase discount (1,397 ) — — — (1,397 ) Total Debt $ 36,834 $ 10,065 $ 34,756 $ 2,385 $ 84,040 The contractual payments set forth in the table above may differ from actual payments due to the timing of principal payments required upon the planned Special Purpose Acquisition Corporation (“SPAC”) transaction in the third quarter of 2021 (see Note 22). | |
Airspan [Member] | ||
LONG-TERM DEBT | 9. LONG-TERM DEBT Long-term debt consists of: Schedule of long-term debt June 30, December 31, PPP Loan $ - $ 2,087 Finnish Funding Agency for Technology and Innovation (“Tekes”) 443 458 443 2,545 Less current portion – product development loan (288 ) (298 ) Less accrued interest on product development loan – current (155 ) (160 ) Total long-term debt $ - $ 2,087 On April 27, 2020, under the Paycheck Protection Program (“PPP”) established by the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, administered by the Small Business Administration (“SBA”), the Company entered into a promissory note of approximately $2.1 million with First Home Bank (“PPP Loan”). The promissory note bears interest at a rate of 1 At both June 30, 2021 and December 31, 2020, there were two capital loans amounting to $ 0.3 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | NOTE 6 — RECURRING FAIR VALUE MEASUREMENTS Investment Held in Trust Account As of June 30, 2021, investments in the Company’s Trust Account were held in treasury funds and are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest income in the accompanying statements of loss. The estimated fair values of investments held in Trust Account are determined using available market information. Schedule of fair value of held to maturity securities Carrying Gross Gross Fair Value U.S. Treasury Funds $ 116,181,780 $ - $ - $ 116,181,780 $ 116,181,780 $ - $ - $ 116,181,780 As of December 31, 2020, investment in the Company’s Trust Account consisted of $ 379 116,162,094 Carrying Gross Gross Fair Value U.S. Money Market $ 379 $ - $ - $ 379 U.S. Treasury Securities 116,162,094 1,154 - 116,163,248 $ 116,162,473 $ 1,154 $ - $ 116,163,627 The following table sets forth a summary of the changes in the carrying value of the investment held in Trust Account during the three months and six months ended June 30, 2021: Summary of changes in carrying value of investment held in Trust Account Treasury Funds U.S. Money Market U.S. Treasury Securities Carrying value as of January 1, 2021 $ - $ 379 $ 116,162,094 Amortization of interest income through the settlement date on February 4, 2021 - - 7,906 Settlement on February 4, 2021 - 116,170,000 (116,170,000 ) Investment in Treasury Securities - (116,169,721 ) 116,169,721 Amortization of interest income through March 31, 2021 - - 6,212 Carrying value as of March 31, 2021 $ - $ 658 $ 116,175,933 Amortization of interest income through the settlement date on May 6, 2021 - - 4,067 Settlement on May 6, 2021 - 116,180,000 (116,180,000 ) Investment in Treasury Funds 116,180,658 (116,180,658 ) - Interest income earned on Treasury Funds through June 30, 2021 1,122 - - $ 116,181,780 $ - $ - Warrant Liability At June 30, 2021 and December 31, 2020, the Company’s warrants liability was valued at $ 14,400,570 12,372,000 Recurring Fair Value Measurements The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Schedule of assets and liabilities measured at fair value on a recurring basis June 30 Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: Investment held in Trust Account $ 116,181,780 $ 116,181,780 $ - $ - $ 116,181,780 $ 116,181,780 $ - $ - Liabilities: Warrant Liability $ 14,400,570 $ 13,340,000 $ - $ 1,060,570 $ 14,400,570 $ 13,340,000 $ - $ 1,060,570 The following table sets forth a summary of the changes in the fair value of the warrant liability during the three and six months ended June 30, 2021: Schedule of the fair value of the warrant liability Warrant Liability Fair value as of January 1, 2021 $ 12,372,000 Revaluation of warrant liability included in other income within the statement of income for the three months ended March 31, 2021 (3,610,250 ) Fair value as of March 31, 2021 $ 8,761,750 Revaluation of warrant liability included in other expense within the statement of loss for the three months ended June 30, 2021 5,638,820 Fair value as of June 30, 2021 $ 14,400,570 The subsequent measurement of the Public Warrants for the three and six months ended June 30, 2021 is classified as Level 1 beginning from November 16, 2020 due to the use of an observable market quote in an active market. The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions related to expected stock-price volatility (pre-merger and post-merger), expected term, dividend yield and risk-free interest rate. The Company estimates the volatility of its common stock based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining life of the warrants. The expected life of the warrants is simulated based on management assumptions regarding the timing and likelihood of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The assumptions used in calculating the estimated fair values at the end of the reporting period represent the Company’s best estimate. However, inherent uncertainties are involved. The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at June 30, 2021 and December 31, 2020: Schedule of assumption used Input June 30, December 31, Expected term (years) 5.19 5.59 Expected volatility 28.0 % 29.0 % Risk-free interest rate 0.9 % 0.44 % Annual dividends $ 0.00 $ 0.00 The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2020, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Schedule Fair Value, Asset and Liabilities Measured on Recurring Basis December 31, Quoted Significant Significant 2020 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 379 $ 379 $ - $ - U.S. Treasury Securities held in Trust Account 116,162,094 116,162,094 - - $ 116,162,473 $ 116,162,473 $ - $ - Liabilities: Warrant Liability $ 12,372,000 $ 11,500,000 $ - $ 872,000 $ 12,372,000 $ 11,500,000 $ - $ 872,000 | NOTE 7 — RECURRING FAIR VALUE MEASUREMENTS Investment Held in Trust Account As of December 31, 2020, investment in the Company’s Trust Account consisted of $ 379 116,162,094 Schedule of fair value of held to maturity securities Carrying Gross Gross Fair Value U.S. Money Market $ 379 $ - $ - $ 379 U.S. Treasury Securities 116,162,094 1,154 - 116,163,248 $ 116,162,473 $ 1,154 $ - $ 116,163,627 Warrant Liability At December 31, 2020, the Company’s warrants liability were valued at $ 12,372,000 Recurring Fair Value Measurements The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2020, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Schedule of assets and liabilities measured at fair value on a recurring basis December 31, Quoted Significant Significant 2020 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 379 $ 379 $ — $ — U.S. Treasury Securities held in Trust Account 116,162,094 116,162,094 — — $ 116,162,473 $ 116,162,473 $ — $ — Liabilities: Warrant Liability $ 12,372,000 $ — $ — $ 12,372,000 $ 12,372,000 $ — $ — $ 12,372,000 The following table sets forth a summary of the changes in the fair value of the warrant liability for the period from August 20,2020 (inception) through December 31, 2020: Schedule of the fair value of the warrant liability Warrant Liability Fair value as of August 20, 2020 $ — Initial fair value of warrant liability upon issuance at IPO 15,380,000 Initial fair value of warrant liability upon issuance at over-allotment 2,260,200 Revaluation of warrant liability included in other income within the statement of income for the period from August 20,2020 (inception) through December 31, 2020 (5,268,200 ) Fair value as of December 31, 2020 $ 12,372,000 The estimated fair value of the warrants is determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions related to expected stock-price volatility (pre-merger and post-merger), expected term, dividend yield and risk-free interest rate. The Company estimates the volatility of its common stock based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining life of the warrants. The expected life of the warrants is simulated based on management assumptions regarding the timing and likelihood of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. Once the warrants become exercisable, the Company may redeem the outstanding warrants when the price per common stock equals or exceeds $18.00. The assumptions used in calculating the estimated fair values at the end of the reporting period represent the Company’s best estimate. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different. |
Airspan [Member] | ||
FAIR VALUE MEASUREMENTS | 10. 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 June 30, 2021 and 2020. The Company does not have any non-financial liabilities measured and recorded at fair value on a non-recurring basis. Financial Disclosures about Fair Value of Financial Instruments The tables below set forth information related to the Company’s condensed consolidated financial instruments (in thousands): Schedule of Fair Value of Financial Instruments Level in June 30, 2021 December 31, 2020 Fair Value Carrying Fair Carrying Fair Hierarchy Amount Value Amount Value Assets: Cash and cash equivalents 1 12,208 12,208 18,196 18,196 Restricted cash 1 187 187 422 422 Cash and investment in severance benefit accounts 1 3,516 3,516 3,567 3,567 Liabilities: Subordinated term loan 2 36,325 34,756 24,327 Subordinated debt 2 10,316 10,065 6,624 Senior term loan 2 38,895 36,834 37,948 Long-term debt 2 - - 2,087 2,087 Warrants (a) 3 12,291 12,291 7,632 7,632 (a) As of June 30, 2021 and December 31, 2020, the fair value of warrants outstanding that are classified as liabilities are included in other long-term liabilities in the Company’s condensed consolidated balance sheets. The fair value of the Company’s cash and cash equivalents and restricted cash approximate the carrying value because of their short-term nature of these accounts. As of June 30, 2021, the fair value of the subordinated term loan, subordinated debt and senior term loan considered the senior status of the senior term loan (Fortress Credit Agreement), followed by the junior status of the subordinated term loan and subordinated debt. The implied yields of the senior term loan, subordinated term loan and subordinated debt were 10.92%, 15.51% and 14.62%, respectively. As of December 31, 2020, the fair value of the subordinated term loan, subordinated debt and senior term loan considered the senior status of the senior term loan (Fortress Credit Agreement), followed by the junior status of the subordinated term loan and subordinated debt. The senior term loan face value was adjusted for $ 4.7 17.05 16.57 The estimated fair value of long-term debt approximated its carrying amount because based on the arrangement of the financing of the debt and pursuant to the terms of the CARES ACT, the Company applied for this debt to be forgiven by the SBA in whole or in part. | 12. FAIR VALUE MEASUREMENTS The Company’s assets and liabilities recorded at fair value are categorized based upon a fair value hierarchy that ranks the quality and reliability of the information used to determine fair value. The Company has certain non-financial assets that are measured at fair value on a non-recurring basis when there is an indicator of impairment, and they are recorded at fair value only when impairment is recognized. These assets include property, plant and equipment, goodwill and intangible assets, net. The Company did not record impairment to any non-financial assets in the year ended December 31, 2020 and 2019. 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 Financial Instruments Level in December 31, 2020 December 31, 2019 Fair Value Carrying Fair Carrying Fair Hierarchy Amount Value Amount Value Assets: Cash and cash equivalents 1 $ 18,196 $ 18,196 $ 2,877 $ 2,877 Restricted cash 1 422 422 136 136 Cash and investment in severance benefit accounts 1 3,567 3,567 3,296 3,296 Liabilities: Line of credit 2 — — 32,822 32,822 Subordinated term loan 2 34,756 24,327 31,762 31,917 Subordinated convertible debt 2 — — 33,057 32,901 Subordinated debt 2 10,065 6,624 — — Senior term loan (a) 2 36,834 37,948 — — Long-term debt 2 2,087 2,087 — — Warrants (b) 3 7,632 7,632 787 787 (a) As of December 31, 2020, the carrying amount of the senior term loan is net of $5.8 million in fees amortized over the loan period, and net of $1.4 million in connection with 55,284 warrants issued to lenders under the Fortress Credit Agreement (see Note 10). The warrants issued in connection with the Fortress Agreement were recorded at fair value as a discount to the debt and is being amortized to interest expense over the contractual term of the debt. (b) As of December 31, 2020 and 2019, warrants are included in other long-term liabilities in the Company’s consolidated balance sheets. The fair value of the Company’s cash and cash equivalents and restricted cash approximate the carrying value because of their short-term nature of these accounts. As of December 31, 2020, the fair value of the subordinated term loan, subordinated debt and senior term loan considered the senior status of the senior term loan (Fortress Credit Agreement), followed by the junior status of the subordinated term loan and subordinated debt. The senior term loan face value was adjusted for $ 4.7 17.05 16.57 As of December 31, 2019, the fair value of the subordinated term loan, subordinated convertible debt and line of credit considered the senior status of the line of credit with PWB, followed by the junior status of the subordinated term loan and subordinated convertible debt. Given the implied yield and expected recovery rate of the line of credit with PWB, the annual default probability was calibrated at 10.39%. The fair values of the subordinated term loan and subordinated convertible debt were $31.9 million (100.5% of face value) and $32.9 million (99.5% of face value), respectively. The implied yields of the subordinated term loan and subordinated convertible debt were 8.44 8.43 The estimated fair value of long-term debt approximated its carrying amount because based on the arrangement of the financing of the debt and pursuant to the terms of the CARES ACT, the Company applied for this debt to be forgiven by the SBA in whole or in part. The estimated Company warrant liability was recorded at fair value. (See Note 14). |
COMMON STOCK AND CONVERTIBLE PR
COMMON STOCK AND CONVERTIBLE PREFERRED STOCK | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
COMMON STOCK AND CONVERTIBLE PREFERRED STOCK | NOTE 8 — STOCKHOLDERS’ EQUITY Preferred Stock 1,000,000 0.0001 no Common Stock 100,000,000 0.0001 5,859,958 5,398,351 9,060,042 9,521,649 The Company’s initial stockholders have agreed not to transfer, assign or sell their founder shares until the earlier of (i) one year after the date of the consummation of the initial Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. | NOTE 9 — STOCKHOLDERS’ EQUITY Preferred Stock 1,000,000 0.0001 no Common Stock 100,000,000 0.0001 5,398,351 9,521,649 The Company’s initial stockholders have agreed not to transfer, assign or sell their founder shares until the earlier of (i) one year after the date of the consummation of the initial Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. |
Airspan [Member] | ||
COMMON STOCK AND CONVERTIBLE PREFERRED STOCK | 12. COMMON STOCK AND CONVERTIBLE PREFERRED STOCK Convertible preferred stock consists of the following shares at $0.0001 par value: Schedule of Convertible preferred stock Series Shares Authorized Shares issued and outstanding 6/30/2021 Shares issued and outstanding 12/31/2020 Convertible Preferred Stock Series B 72,123 - - Series B-1 72,123 72,123 72,123 Series C 416,667 - - Series C-1 416,667 416,667 416,667 Series D 2,142,050 1,080,993 1,080,993 Series D-1 487,805 325,203 325,203 Series D-2 2,142,050 370,000 370,000 Senior Convertible Preferred Stock Series E 1,008,742 615,231 615,231 Series E-1 659,310 393,511 393,511 Series F 398,401 352,076 352,076 Series F-1 46,325 46,325 46,325 Series G 740,987 740,987 740,987 Series G-1 202,100 - - Series H 487,806 181,294 168,288 9,293,156 4,594,410 4,581,404 Issuances of Convertible Preferred Stock as of June 30, 2021: Schedule of Issuances of Convertible Preferred Stock Description Shares Issued Issuance Price Conversion Rate Voting Rate Liquidation Preference (in thousands) Convertible Preferred Stock Series B-1 72,123 $ 807.00 1.0 - $ 58,203 Series C-1 416,667 $ 24.00 1.0 - $ 10,000 Series D 1,080,993 $ 61.50 1.0 1.00 $ 66,481 Series D-1 325,203 $ 61.50 1.0 - $ 20,000 Series D-2 370,000 $ 61.50 1.0 - $ 22,755 Senior Convertible Preferred Stock Series E 615,231 $ 91.00 1.04 1.04 $ 55,989 Series E-1 393,511 $ 91.00 1.04 - $ 35,811 Series F 352,076 $ 107.93 1.755 1.755 $ 38,000 Series F-1 46,325 $ 107.93 1.755 - $ 5,000 Series G 740,987 $ 61.50 1.0 * 1.00 $ 113,927 Series H 181,294 $ 61.50 1.0 1.00 $ 11,150 * The Series G and G-1 Convertible Preferred Stock have special conversion rights in connection with an initial public offering or a SPAC merger whereby the Series G Convertible Preferred Stock shall receive shares to at least 2.5 times the amount paid for each preferred share. Voting and Control At June 30, 2021, Series B, B-1, C, C-1, D, D-1 and D-2 Convertible Preferred Stock and E, E-1, F, F-1, G, G-1 and H Senior Convertible Preferred Stock combined would convert into a total of approximately 94.5% of the Company’s outstanding common stock, Class B common stock and Class C common stock and represents approximately 92.2% of the Company’s outstanding voting power. At June 30, 2021, Oak Investment Partners held all of the Series B-1, C-1 and D-2 Convertible Preferred Stock, 66.8% of the Series D Convertible Preferred Stock, 52.6% of the Series F Senior Convertible Preferred Stock, 56.7% of the Series G Senior Convertible Preferred Stock and 31.4% of the Series H Senior Convertible Preferred Stock. Dividends At June 30, 2021 and December 31, 2020, the Company has no accumulated or accrued and unpaid dividends on the convertible preferred stock. There are no established dividends on any convertible preferred stock. Warrants The Company accounts for outstanding convertible preferred stock warrants that have been earned and are exercisable into shares of the Company’s convertible preferred stock as liabilities pursuant to Accounting Standards Codification 480, “Distinguishing Liabilities from Equity” In January 2021 and February 2021, the Company issued warrants for the purchase of 6,097 406 61.50 In June 2014, the Company issued warrants to purchase 203,252 61.50 Warrants issued and outstanding as of June 30, 2021 and December 31, 2020: Schedule of Warrants issued and outstanding Warrants Outstanding Series D Series D-1 Series H Outstanding as of December 31, 2020 203,252 162,601 139,428 Issuance of warrants - - 6,503 Warrants expired (203,252 ) - - Outstanding as of June 30, 2021 - 162,601 145,931 The change in fair value of the warrant liability as of June 30, 2021 and December 31, 2020 was: Schedule of fair value of warrant liability Warrant Liability (in thousands) Series D-1 Series H Total As of December 31, 2020 $ 4,109 $ 3,523 $ 7,632 Fair value of warrants at issuance - 142 142 Increase in fair value 3,541 976 4,517 As of June 30, 2021 $ 7,650 $ 4,641 $ 12,291 As of June 30, 2021 and December 31, 2020, the Series D-1 and Series H warrants fair value were determined using a hybrid scenario approach, including a Monte Carlo simulation. On March 3, 2021, Airspan reduced the exercise price of the D-1 warrants to $ 45.9875 | 14. COMMON STOCK AND CONVERTIBLE PREFERRED STOCK Convertible preferred stock consists of the following shares at $0.0001 par value: Schedule of Convertible preferred stock Series Shares Authorized Shares issued and outstanding 12/31/2020 Shares issued and outstanding 12/31/2019 Convertible Preferred Stock Series B 72,123 — 72,123 Series B-1 72,123 72,123 — Series C 416,667 — 416,667 Series C-1 416,667 416,667 — Series D 2,142,050 1,080,993 1,450,993 Series D-1 487,805 325,203 325,203 Series D-2 2,142,050 370,000 — Senior Convertible Preferred Stock Series E 1,008,742 615,231 615,231 Series E-1 659,310 393,511 393,511 Series F 398,401 352,076 352,076 Series F-1 46,325 46,325 46,325 Series G 740,987 740,987 — Series G-1 202,100 — — Series H 487,806 168,288 — 9,293,156 4,581,404 3,672,129 Issuances of Convertible Preferred Stock as of December 31, 2020: Schedule of issuance of convertible preferred stock Description Shares Issued Issuance Price Conversion Rate (1) Voting (2) Liquidation Preference (in thousands) Convertible Preferred Stock Series B-1 72,123 $ 807.00 1.0 — $ 58,203 Series C-1 416,667 $ 24.00 1.0 — $ 10,000 Series D 1,080,993 $ 61.50 1.0 1.00 $ 66,481 Series D-1 325,203 $ 61.50 1.0 — $ 20,000 Series D-2 370,000 $ 61.50 1.0 — $ 22,755 Senior Convertible Preferred Stock Series E 615,231 $ 91.00 1.04 1.04 $ 55,989 Series E-1 393,511 $ 91.00 1.04 — $ 35,811 Series F 352,076 $ 107.93 1.755 1.755 $ 38,000 Series F-1 46,325 $ 107.93 1.755 — $ 5,000 Series G 740,987 $ 61.50 1.0 * 1.00 $ 113,927 Series H 168,288 $ 61.50 1.0 1.00 $ 10,350 * The Series G and G-1 Convertible Preferred Stock have special conversion rights in connection with an IPO or a SPAC merger whereby the Series G Convertible Preferred Stock shall receive shares to at least 2.5 times the amount paid for each preferred share. (1) Conversion Rate The conversion rate (“Conversion Rate”) represents the number of shares of common stock or Class C common stock, as applicable, to be received in exchange for each share of convertible preferred stock. The Conversion Rate will be adjusted upon the occurrence of any of the following events: (i) the Company’s payment of common stock dividends or distributions, (ii) common stock or Class C common stock splits, subdivisions or combinations; (iii) reclassification, reorganization, change or conversion of the common stock or Class C common stock; and (iv) the merger or consolidation of the Company with or into another entity. The Conversion Rate is subject to further anti-dilution adjustments pursuant to a broad-based weighted average formula for certain issuances of equity securities by the Company below the conversion price to common stock or Class C common stock, as applicable, of each preferred share. In connection with the issuance of the Series G Senior Preferred Stock in February 2020, the conversion price of the Series E Senior Preferred Stock and Series E-1 Senior Preferred Stock (volume weighted average price adjustment) and Series F Senior Preferred Stock and Series F-1 Senior Preferred Stock (full ratchet adjustment) were adjusted down to $87.8463 and $61.50, respectively. In connection with the issuance of the Series H Preferred Stock and Series H Warrants in December 2020, the conversion price of the Series E Senior Preferred Stock and Series E-1 Senior Preferred Stock was adjusted down (volume weighted average price adjustment) to $87 (2) Voting Rate The voting rate will adjust upon (i) the Company’s payment of common stock dividends and distributions, (ii) common stock or Class C common stock splits, subdivisions or combinations, (iii) reclassification, reorganization, change or conversion of the common stock or Class C common stock, and (iv) the merger or consolidation of the Company with or into another entity. The voting rate will not adjust due to the issuance of equity securities by the Company below the Conversion Price to common stock or Class C common stock, as applicable, of each preferred share. Series B and Series B-1 Convertible Preferred Stock The Series B Convertible Preferred Stock ranks pari passu with the Series B-1 Convertible Preferred Stock and ranks below the Series H Senior Convertible Preferred Stock, Series G Senior Convertible Preferred Stock and Series G-1 Senior Convertible Preferred Stock, Series F Senior Convertible Preferred Stock and Series F-1 Senior Convertible Preferred Stock, Series E Senior Convertible Preferred Stock and Series E-1 Senior Convertible Preferred Stock, ranks equally with the Series C, Series C-1, Series D, Series D-1 and Series D-2 Convertible Preferred Stock and senior and prior to the common stock, Class B common stock and Class C common stock with respect to payments of any dividends, the conversion rights and any payment upon a liquidation of the Company, or certain mergers, asset sales or change of control transactions involving the Company. Series B-1 Convertible Preferred Stock has all of the same terms as Series B Convertible Preferred Stock except that the Series B-1 Convertible Preferred Stock is non-voting and converts into Class C common stock. Upon any liquidation of the Company, or certain mergers, asset sales or change of control transactions involving the Company, subject to the Common Stock Distribution (as defined below), holders of Series B Convertible Preferred Stock and the Series B-1 Convertible Preferred Stock will be entitled to receive, prior and in preference to any distribution to holders of common stock, Class B common stock and Class C common stock, $807.00 (as appropriately adjusted for any combinations, divisions, or similar recapitalizations) per share of Series B Convertible Preferred Stock and Series B-1 Convertible Preferred Stock, plus all accumulated or accrued and unpaid dividends thereon The holders of the Series B Convertible Preferred Stock and the Series B-1 Convertible Preferred Stock are entitled to participate in cash dividends declared with respect to the common stock as if the Series B Convertible Preferred Stock and the Series B-1 Convertible Preferred Stock was converted into common stock or Class C common stock, as applicable. Series C and Series C-1 Convertible Preferred Stock The Series C Convertible Preferred Stock ranks pari passu with the Series C-1 Convertible Preferred Stock and ranks below the Series H Senior Convertible Preferred Stock, Series G Senior Convertible Preferred Stock and Series G-1 Senior Convertible Preferred Stock, Series F Senior Convertible Preferred Stock and Series F-1 Senior Convertible Preferred Stock, Series E Senior Convertible Preferred Stock and Series E-1 Senior Convertible Preferred Stock, ranks equally with the Series B, Series B-1, Series D, Series D-1 and Series D-2 Convertible Preferred Stock and senior and prior to the common stock, Class B common stock and Class C common stock with respect to payments of any dividends, the conversion rights and any payment upon a liquidation of the Company, or certain mergers, asset sales or change of control transactions involving the Company. Series C-1 Convertible Preferred Stock has all of the same terms as Series C Convertible Preferred Stock except that the Series C-1 Convertible Preferred Stock is non-voting and converts into Class C common stock. Upon any liquidation of the Company, or certain mergers, asset sales or change of control transactions involving the Company, subject to the Common Stock Distribution (as defined below), holders of Series C Convertible Preferred Stock and the Series C-1 Convertible Preferred Stock will be entitled to receive, prior and in preference to any distribution to holders of common stock, Class B common stock and Class C common stock, $24.00 (as appropriately adjusted for any combinations, divisions, or similar recapitalizations) per share of Series C Convertible Preferred Stock and Series C-1 Convertible Preferred Stock, plus all accumulated or accrued and unpaid dividends thereon The holders of the Series C Convertible Preferred Stock and the Series C-1 Convertible Preferred Stock are entitled to participate in cash dividends declared with respect to the common stock as if the Series C Convertible Preferred Stock and the Series C-1 Convertible Preferred Stock was converted into common stock or Class C common stock, as applicable. Series D, Series D-1 and Series D-2 Convertible Preferred Stock The Series D Convertible Preferred Stock ranks pari passu the Series D-1 Convertible Preferred Stock and the Series D-2 Convertible Preferred Stock and ranks below the Series H Senior Convertible Preferred Stock, Series G Convertible Senior Convertible Preferred Stock and Series G-1 Senior Convertible Preferred Stock, Series F Senior Convertible Preferred Stock and Series F-1 Senior Convertible Preferred Stock, Series E Senior Convertible Preferred Stock and Series E-1 Senior Convertible Preferred Stock, ranks equally with the Series B, Series B-1, Series C and Series C-1 Convertible Preferred Stock and senior and prior to the common stock, Class B common stock and Class C common stock with respect to payments of any dividends, the conversion rights and any payment upon a liquidation of the Company, or certain mergers, asset sales or change of control transactions involving the Company. Series D-1 and D-2 Convertible Preferred Stock has all of the same terms as Series D Convertible Preferred Stock except that the Series D-1 and D-2 Convertible Preferred Stock is non-voting and the Series D-2 Convertible Preferred Stock converts into Class C common stock. Upon any liquidation of the Company, or certain mergers, asset sales or change of control transactions involving the Company, subject to the Common Stock Distribution (as defined below), holders of Series D Convertible Preferred Stock, the Series D-1 Convertible Preferred Stock and the Series D-2 Convertible Preferred Stock will be entitled to receive, prior and in preference to any distribution to holders of common stock, Class B common stock and Class C common stock, $61.50 (as appropriately adjusted for any combinations, divisions, or similar recapitalizations) per share of Series D Convertible Preferred Stock, Series D-1 Convertible Preferred Stock and Series D-2 Convertible Preferred Stock, plus all accumulated or accrued and unpaid dividends thereon The holders of the Series D Convertible Preferred Stock, the Series D-1 Convertible Preferred Stock and the Series D-2 Convertible Preferred Stock are entitled to participate in cash dividends declared with respect to the common stock as if the Series D Convertible Preferred Stock, the Series D-1 Convertible Preferred Stock and the Series D-2 Convertible Preferred Stock was converted into common stock or Class C common stock, as applicable. Series E and Series E-1 Senior Convertible Preferred Stock The Series E Senior Convertible Preferred Stock ranks pari passu with the Series E-1 Senior Convertible Preferred Stock and ranks below the Series H Senior Convertible Preferred Stock, the Series G Senior Convertible Preferred Stock and Series G-1 Senior Convertible Preferred Stock, the Series F Senior Convertible Preferred Stock and Series F-1 Senior Convertible Preferred Stock, and senior and prior to the Series B and Series B-1 Preferred Stock, the Series C and Series C-1 Preferred Stock, the Series D, Series D-1 and Series D-2 Preferred Stock and the common stock, Class B common stock and Class C common stock of the Company with respect to payments of any dividends, the conversion rights and any payment upon a liquidation of the Company, or certain mergers, asset sales or change of control transactions involving the Company. Series E-1 Senior Convertible Preferred Stock has all of the same terms as Series E Senior Convertible Preferred Stock except that the Series E-1 Senior Convertible Preferred Stock is non-voting. Upon any liquidation of the Company, or certain mergers, asset sales or change of control transactions involving the Company, subject to the Common Stock Distribution (as defined below), holders of Series E Senior Convertible Preferred Stock and the Series E-1 Senior Convertible Preferred Stock will be entitled to receive, prior and in preference to any distribution to holders of Series B, Series B-1, Series C, Series C-1, Series D, Series D-1 and Series D-2 Preferred Stock and common stock, Class B common stock and Class C common stock, $91.0043 (as appropriately adjusted for any combinations, divisions, or similar recapitalizations) per share of the Series E Senior Convertible Preferred Stock and Series E-1 Senior Convertible Preferred Stock, plus all accumulated or accrued and unpaid dividends thereon In connection with the issuance of the Series G Senior Convertible Preferred Stock in February 2020, the conversion price of the Series E Senior Convertible Preferred Stock and Series E-1 Senior Convertible Preferred Stock (volume weighted average price adjustment) was adjusted down to $87.8463. In connection with the issuance of the Series H Senior Convertible Preferred Stock and Series H Warrants in December 2020, the conversion price was adjusted down (volume weighted average price adjustment) to $87.48. The holders of the Series E Senior Convertible Preferred Stock and the Series E-1 Senior Convertible Preferred Stock are entitled to participate in cash dividends declared with respect to the common stock as if the Series E Senior Convertible Preferred Stock and the Series E-1 Senior Convertible Preferred Stock was converted into common stock. Series F and Series F-1 Senior Convertible Preferred Stock The Series F Senior Convertible Preferred Stock ranks pari passu with the Series F-1 Senior Convertible Preferred Stock and ranks below the Series H Senior Convertible Preferred Stock, the Series G Senior Convertible Preferred Stock and Series G-1 Senior Convertible Preferred Stock, and ranks senior and prior to the Series B and Series B-1 Preferred Stock, the Series C and Series C-1 Preferred Stock, the Series D, Series D-1 and Series D-2 Preferred Stock, the Series E and Series E-1 Senior Convertible Preferred Stock and the common stock, Class B common stock and Class C common stock of the Company with respect to the payment of any dividends, the conversion rights and any payment upon a liquidation of the Company, or certain mergers, asset sales or change of control transactions involving the Company. Series F-1 Senior Convertible Preferred Stock has all of the same terms as Series F Senior Convertible Preferred Stock except that the Series F-1 Senior Convertible Preferred Stock is non-voting. Upon any liquidation of the Company, or certain mergers, asset sales or change of control transactions involving the Company, subject to the Common Stock Distribution (as defined below), holders of Series F Senior Convertible Preferred Stock and the Series F-1 Senior Convertible Preferred Stock will be entitled to receive, prior and in preference to any distribution to holders of Series B, Series B-1, Series C, Series C-1, Series D, Series D-1 and Series D-2 Preferred Stock, Series E and Series E-1 Senior Convertible Preferred Stock and common stock, Class B common stock and Class C common stock, $107.9317 (as appropriately adjusted for any combinations, divisions, or similar recapitalizations) per share of Series F Senior Convertible Preferred Stock and Series F-1 Senior Convertible Preferred Stock, plus all accumulated or accrued and unpaid dividends thereon In connection with the issuance of the Series G Senior Preferred in February 2020, the conversion price of the Series F Senior Convertible Preferred Stock and Series F-1 Senior Convertible Preferred Stock (full ratchet adjustment) was adjusted down to $61.50. The holders of the Series F Senior Convertible Preferred Stock and the Series F-1 Senior Convertible Preferred Stock are entitled to participate in cash dividends declared with respect to the common stock as if the Series F Senior Convertible Preferred Stock and the Series F-1 Senior Convertible Preferred Stock was converted into common stock. Series G and Series G-1 Senior Convertible Preferred Stock On February 3, 2020, the Company issued 65,040 0.0001 4.0 383,266 0.0001 23.0 16,260 0.0001 1.0 113,821 0.0001 7.0 162,600 0.0001 10.0 In connection with the initial Series G Senior Convertible Preferred Stock issuance, the Company amended its certificate of incorporation primarily to increase the authorized shares of common stock to 10 million, increase the authorized shares of convertible preferred stock to 8,714,769 and designate 650,406 shares as Series G Senior Convertible Preferred Stock and 202,100 shares as Series G-1 Senior Convertible Preferred Stock. In connection with the Series G Senior Convertible Preferred Stock issuance on July 22, 2020, the Company amended its certificate of incorporation to increase the authorized shares of convertible preferred stock to 8,805,350 and increase the authorized shares of Series G Senior Convertible Preferred Stock to 740,987. The Series G Senior Convertible Preferred Stock ranks pari passu with the Series G-1 Senior Convertible Preferred Stock and ranks below the Series H Senior Convertible Preferred Stock and ranks senior and prior to the Series B and Series B-1 Preferred Stock, the Series C and Series C-1 Preferred Stock, the Series D, Series D-1 and Series D-2 Preferred Stock, the Series E and Series E-1 Senior Convertible Preferred Stock, the Series F Senior Convertible Preferred Stock and Series F-1 Senior Convertible Preferred Stock, and the common stock, Class B common stock and Class C common stock of the Company with respect to the payment of any dividends, the conversion rights and any payment upon a liquidation of the Company, or certain mergers, asset sales or change of control transactions involving the Company. Series G-1 Senior Convertible Preferred Stock has all of the same terms as Series G Senior Convertible Preferred Stock except that the Series G-1 Senior Convertible Preferred Stock is non-voting. Upon any liquidation of the Company, or certain mergers, asset sales or change of control transactions involving the Company, subject to the Common Stock Distribution (as defined below), holders of Series G Senior Convertible Preferred Stock and the Series G-1 Senior Convertible Preferred Stock will be entitled to receive, prior and in preference to any distribution to holders of Series B, Series B-1, Series C, Series C-1, Series D, Series D-1 and Series D-2 Preferred Stock, Series E, Series E-1, Series F and Series F-1 Senior Convertible Preferred Stock and common stock, Class B common stock and Class C common stock, $61.50 (as appropriately adjusted for any combinations, divisions, or similar recapitalizations) per share of Series G Senior Convertible Preferred Stock and Series G-1 Senior Convertible Preferred Stock, multiplied by 2.5, plus all accumulated or accrued and unpaid dividends thereon The holders of the Series G Senior Convertible Preferred Stock and the Series G-1 Senior Convertible Preferred Stock are entitled to participate in cash dividends declared with respect to the common stock as if the Series G Senior Convertible Preferred Stock and the Series G-1 Senior Convertible Preferred Stock was converted into common stock. Series H Senior Convertible Preferred Stock In December 2020, the Company amended its certificate of incorporation to, among other things, increase the authorized shares of convertible preferred stock to 9,293,156 and designate 487,806 shares as Series H Senior Convertible Preferred Stock. At various dates in December 2020, the Company issued an aggregate of 168,288 0.0001 10.4 61.50 The Series H Senior Convertible Preferred Stock ranks senior and prior to the Series B and Series B-1 Preferred Stock, the Series C and Series C-1 Preferred Stock, the Series D, Series D-1 and Series D-2 Preferred Stock, the Series E and Series E-1 Senior Convertible Preferred Stock, the Series F Senior Convertible Preferred Stock and Series F-1 Senior Convertible Preferred Stock, the Series G Senior Convertible Preferred Stock and Series G-1 Senior Convertible Preferred Stock and the common stock, Class B common stock and Class C common stock of the Company with respect to the payment of any dividends, the conversion rights and any payment upon a liquidation of the Company, or certain mergers, asset sales or change of control transactions involving the Company. Upon any liquidation of the Company, or certain mergers, asset sales or change of control transactions involving the Company, subject to the Common Stock Distribution (as defined below), holders of Series H Senior Convertible Preferred Stock will be entitled to receive, prior and in preference to any distribution to holders of common stock, Class B common stock and Class C common stock and all other Convertible Preferred Stock, $61.50 (as appropriately adjusted for any combinations, divisions, or similar recapitalizations) per share of Series H Senior Convertible Preferred Stock, plus all accumulated or accrued and unpaid dividends thereon The holders of the Series H Senior Convertible Preferred Stock are entitled to participate in cash dividends declared with respect to the common stock as if the Series H Senior Convertible Preferred Stock was converted into common stock. Distributions on Liquidation and Certain Change of Control Transactions In the event of a liquidation of the Company, or certain mergers, asset sales or change of control transactions involving the Company (a “liquidation event”), the holders of common stock and Class C common stock will be entitled to receive cash, securities or other property in an amount equal to 10.0% of the aggregate net proceeds of such liquidation event (assuming that 10.0% of such aggregate net proceeds are paid pursuant to the Company’s management incentive plan (the “MIP”), as discussed below) until all of the convertible preferred stock preferences have been paid, which amount will be paid on a pro rata basis based on the number of shares of common stock and Class C common stock held by each holder thereof (“Common Stock Distribution”). In December 2020, the Company amended its certificate of incorporation to include as a liquidation event, any reorganization, merger or consolidation or similar transaction, share exchange, asset acquisition or other business transaction between the Company and a publicly-traded special purpose acquisition company or blank check company that is listed on a national securities exchange registered with the Securities Exchange Commission (a “Stock Exchange”) in which the Company stockholders receive securities that are, or are convertible into securities that, are listed on a Stock Exchange (a “SPAC Merger”). In addition to the Common Stock Distribution, in a transaction involving a change of control of the Company, with net proceeds to the Company’s stockholders in excess of $20 million, an additional amount equal to 10% of such net proceeds will be paid pursuant to the MIP to certain key employees and consultants of the Company, less any payments in exchange for shares of common stock of the Company held by, and any payments in consideration of the cancellation of any stock rights, such as stock options, stock appreciation rights or stock units, granted to, such employees and consultants in connection with such transaction. Similarly, in addition to the Common Stock Distribution, in the event of a SPAC Merger that does not result in a change of control of the Company, with net proceeds to the Company’s stockholders in excess of $20 million, an additional amount equal to 5% of such net proceeds will be paid in cash pursuant to the MIP to certain key employees and consultants of the Company, less any payments in exchange for shares of common stock of the Company held by, and any payments in consideration of the cancellation of any stock rights, such as stock options, stock appreciation rights or stock units, granted to, such employees and consultants in connection with such SPAC Merger. The aggregate liquidation preferences of all series of the Company’s convertible preferred stock are paid in the following order of priority: ● First, subject to the Common Stock Distribution and the MIP, to payment of the liquidation preference amount per share to holders of Series H Senior Convertible Preferred Stock; and ● Second, subject to the Common Stock Distribution and the MIP, to payment of the liquidation preference amount per share to holders of Series G Senior Convertible Preferred Stock and Series G-1 Senior Convertible Preferred Stock; and ● Third, subject to the Common Stock Distribution and the MIP, to payment of the liquidation preference amount per share to holders of Series F Senior Convertible Preferred Stock and Series F-1 Senior Convertible Preferred Stock; and ● Fourth, subject to the Common Stock Distribution and the MIP, to payment of the liquidation preference amount per share to holders of Series E Senior Convertible Preferred Stock and Series E-1 Senior Convertible Preferred Stock; and ● Fifth, subject to the Common Stock Distribution and the MIP, to payment of the liquidation preference amount per share to holders of Series B Convertible Preferred Stock and Series B-1 Convertible Preferred Stock, Series C Convertible Preferred Stock and Series C-1 Convertible Preferred Stock, Series D Convertible Preferred Stock, Series D-1 Convertible Preferred Stock and Series D-2 Convertible Preferred Stock on a pari passu ● Sixth, subject to the MIP, to payment of the remaining proceeds to holders of common stock, Class B common stock, Class C common stock, Series C Preferred Stock and Series C-1 Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock and Series D-2 Preferred Stock, Series E Senior Convertible Preferred Stock and Series E-1 Senior Convertible Preferred Stock, Series F Senior Convertible Preferred Stock and Series F-1 Senior Convertible Preferred Stock, and Series H Senior Convertible Preferred Stock on a pari passu The Board and Control On April 9, 2020, the Company and Oak decreased Oak’s combined voting power to below 50% by converting its Series B Convertible Preferred Stock into non-voting Series B-1 Convertible Preferred Stock, its Series C Convertible Preferred Stock into non-voting Series C-1 Convertible Preferred Stock and 370,000 At December 31, 2020, Series B, B-1, C, C-1, D, D-1 and D-2 Convertible Preferred Stock and E, E-1, F, F-1, G, G-1 and H Senior Convertible Preferred Stock combined would convert into a total of approximately 94.5% of the Company’s outstanding common stock, Class B common stock and Class C common stock and represents approximately 92.2% of the Company’s outstanding voting power. At December 31, 2020, Oak held all of the Series B-1, C-1 and D-2 Convertible Preferred Stock, 66.8% of the Series D Convertible Preferred Stock, 52.6% of the Series F Senior Convertible Preferred Stock, 56.7% of the Series G Senior Convertible Preferred Stock and 33.8% of the Series H Senior Convertible Preferred Stock. At December 31, 2020, pursuant to the Company’s certificate of incorporation, for as long as Oak is the holder of at least a majority of the issued and outstanding shares of Series B, Series C and D Convertible Preferred Stock and the number of shares of common stock into which the then outstanding shares of Series B, C and D Convertible Preferred Stock, taken together, are convertible represents at least 15% of the total issued and outstanding shares of common stock and Class B common stock, Oak will be entitled to elect three members of the Company’s Board of Directors. In 2014, two other directors were appointed to the Company’s Board of Directors pursuant to the purchase of Series D and E Convertible Preferred Stock. Dividends At December 31, 2020 and 2019, the Company has no accumulated or accrued and unpaid dividends on the convertible preferred stock. Warrants The Company accounts for outstanding convertible preferred stock warrants that have been earned and are exercisable into shares of the Company’s convertible preferred stock as liabilities pursuant to ASC 480 as the warrants are exercisable into shares of convertible preferred stock that are contingently redeemable upon events outside the control of the Company. The warrant liability is included in other long-term liabilities. The warrants are measured and recognized at fair value at each balance sheet date. At the end of each reporting period, changes in fair value during the period are recognized as a component of other income (expense), net. On December 30, 2020, the Company issued warrants to purchase 55,284 61.50 In December 2020, the Company issued warrants to purchase 84,144 61.50 In October 2015, the Company issued warrants to purchase 487,805 61.50 325,203 In June 2014, the Company issued warrants to purchase 203,252 61.50 Warrants issued and outstanding as of December 31, 2020 and 2019: Schedule of warrants issued and outstanding Warrants Outstanding Series D Series D-1 Series H Outstanding as of December 31, 2018 203,252 162,601 — Issuance of warrants — — — Outstanding as of December 31, 2019 203,252 162,601 — Issuance of warrants — — 139,428 Outstanding as of December 31, 2020 203,252 162,601 139,428 The fair value of the warrant liability, recorded in other long-term liabilities in accompanying consolidated balance sheets, as of December 31, 2020 and 2019 was: Schedule of fair value of warrant liability Warrant Liability (in thousands) Series D-1 Series H Total As of December 31, 2018 $ 2,272 $ — $ 2,272 (Decrease) in fair value (1,508 ) — (1,508 ) As of December 31, 2019 764 — 764 Fair value of warrants at issuance — 3,523 3,523 (Decrease) increase in fair value 3,345 — 3,345 As of December 31, 2020 $ 4,109 $ 3,523 $ 7,632 The recorded fair value of the Series H warrants consists of $ 1.4 2.1 As of December 31, 2020, the Series D-1 and Series H warrants fair value were determined using a hybrid scenario approach, including a Monte Carlo simulation. As of December 31, 2019, the fair value of the Series D-1 Warrants were determined using a probability-weighted expected return method, which consisted of: (i) estimating the number of warrants to be earned based upon the likelihood of attaining each of the respective performance criteria; (ii) determining a relative fair value of the enterprise; and (iii) estimating the value per warrant based on a weighted allocation of each warrant (as converted) to the total common stock enterprise value. Costs associated with Issuance of Shares The Company incurred $ 0.2 0.2 0.1 Common Stock: The Company has three classes of common stock: common stock, Class B common stock and Class C common stock. Both common stock and Class B common stock are eligible to vote. The Class C common stock is non-voting. Each of the common stock, Class B common stock and Class C common stock receive dividends when and if declared. The Class B common stock does not participate in the Common Stock Distribution described above. At December 31, 2020, the Company had reserved shares of common stock for future issuance as follows: Schedule of reserved shares of common stock for future Shares reserved for Shares Future grants 2,660,533 Convertible preferred stock 4,918,446 Warrants 505,282 Options under employee stock plans 1,246,080 Total common stock reserved for future issuance 9,330,341 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
SHARE-BASED COMPENSATION | 15. SHARE-BASED COMPENSATION On October 7, 2009, the Board of Directors authorized the establishment of the 2009 Omnibus Equity Compensation Plan (the “2009 Plan”). The 2009 plan was designed for the benefit of the directors, executives and key employees of the Company (i) to attract and retain for the Company personnel of exceptional ability; (ii) to motivate such personnel through added incentives to make a maximum contribution to greater profitability; (iii) to develop and maintain a highly competent management team; and (iv) to be competitive with other companies with respect to executive compensation. Awards under the 2009 Plan may be made to participants in the form of (i) Incentive Stock Options; (ii) Nonqualified Stock Options; (iii) Stock Appreciation Rights; (iv) Restricted Stock; (v) Deferred Stock; (vi) Stock Awards; (vii) Performance Shares; (viii) Other Share-Based Awards; and (ix) other forms of equity-based compensation as may be provided and are permissible under the 2009 Plan and the law. The 2009 plan was amended in November 2018 to allow for the granting of Class B common stock options and to adjust the shares available for grant under the 2009 Plan. The number of shares reserved under this plan was 1,230,196 15,884 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 granted under the plan 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 that vest only by the passage of time will generally vest ratably over four years from the date of grant. Under the 2009 Plan, the Compensation Committee of the Board of Directors was authorized to establish the terms of stock options. Under the 2009 Plan, the exercise price of each option may not be less than 100% of the fair market value of the Company’s common stock on the date of the grant. There were 156,082 194,905 Under the 2009 plan described above, the Company may grant non-qualified common stock options to directors under various discrete option agreements. There were 22,046 23,577 In connection with the Mimosa acquisition in 2018, the Company granted options to acquire 15,884 shares of Class B common stock to replace options held by Mimosa employees upon closing of the transaction. These options have a 1-year vesting period and contractual life of 10 The following table sets forth the activity for all common stock options: Schedule of all common stock options Number of Shares Weighted Average Exercise Price Outstanding, January 1, 2019 693,307 $ 18.29 Granted 218,482 31.26 Forfeited (23,168 ) 23.33 Outstanding, December 31, 2019 888,621 $ 21.35 Granted 178,128 22.86 Exercised (a) (275 ) 5.60 Forfeited (107,692 ) 10.30 Outstanding, December 31, 2020 958,782 $ 22.88 Exercisable, December 31, 2020 (b) 581,233 $ 20.21 (a) The aggregate intrinsic value of stock options exercised during the year ended December 31, 2020 was $6.9 thousand. (b) The aggregate intrinsic value of all vested/exercisable options outstanding as of December 31, 2020 was $10.5 million. The following table sets forth common stock options outstanding at December 31, 2020: Schedule of common stock options outstanding Outstanding Options Options Exercisable Exercise Price Ranges Number of Weighted Average Remaining Number of Weighted Average $4.01 – $14.61 226,098 $ 12.96 3.85 226,098 $ 12.96 $15.32 – $16.24 65,873 $ 15.40 4.65 65,873 $ 15.40 $19.37 108,343 $ 19.37 6.32 99,314 $ 19.37 $22.86 175,542 $ 22.86 9.13 — $ — $29.85 66,469 $ 29.85 7.35 43,283 $ 29.85 $31.26 316,457 $ 31.26 8.09 146,665 $ 31.26 958,782 $ 22.88 6.79 581,233 $ 20.21 As of December 31, 2020, the weighted average remaining contractual life of options exercisable was 5.67 4.5 2.52 1.1 7.58 The following table summarizes the number of authorized, unissued shares of common stock, under all employee stock plans, to be issued upon exercise as of December 31, 2020: Schedule of common stock reserved for future issuance under employee stock plans Number of Shares Total options available to be granted 287,298 Total options outstanding 958,782 Total common stock reserved for future issuance under employee stock plans 1,246,080 The following table summarizes share-based compensation expense for the years ended December 31, 2020, 2019 and 2018 (in thousands): Schedule of share based compensation expense 2020 2019 2018 Research and development $ 854 $ 759 $ 211 Sales and marketing 561 374 208 General and administrative 1,172 697 414 Cost of sales 56 49 38 Total share-based compensation $ 2,643 $ 1,879 $ 871 To calculate share-based compensation, the Black-Scholes option pricing model was used. The determination of fair value of share-based awards on the date of grant using the Black-Scholes option pricing model is affected by the fair value of the Company’s stock, as well as assumptions regarding a number of subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The total fair value of shares vested during 2020 and 2019 was $ 0.2 0.1 The weighted average grant date fair value of options to purchase common stock granted during 2020 was $ 12.78 16.53 Schedule of weighted average assumptions Years ended December 31, 2020 2019 2018 Risk-free interest rate 0.55 % 1.96 % 2.75 % Expected average years until exercised 5 5 5 Expected dividend yield — — — Expected volatility 68.00 % 61.00 % 61.00 % Since the Company has limited historical basis for determining its own volatility, the expected volatility assumption was based on the average historical volatility of a representative peer group, which includes the consideration of the peer company’s industry, market capitalization, state of life cycle, and capital structure. The risk-free interest rate assumption is based upon observed interest rates appropriate for the term of the Company’s stock options. The expected term of options is estimated based on the Company’s prior five years of historical data regarding expired, forfeited or is applicable, exercise behavior. The dividend yield assumption is based on the Company’s history and expectation of no dividend payouts. As share-based compensation expense recognized in the consolidated statements of operations is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. Forfeitures were estimated based on the Company’s historical experience. | |
Airspan [Member] | ||
SHARE-BASED COMPENSATION | 13. SHARE-BASED COMPENSATION The following table sets forth the activity for all common stock options: Schedule of common stock options Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, December 31, 2020 958,782 $ 22.88 6.79 Granted (a) 77,256 36.30 - Exercised (2,200 ) (31.26 ) - Forfeited (15,713 ) (20.67 ) - Outstanding, June 30, 2021 (b) 1,018,125 $ 23.91 6.52 Exercisable, June 30, 2021 (c) 680,409 $ 21.17 5.62 (a) The weighted average grant-date fair value of options granted during the six months ending June 30, 2021 was $24.27 per share. (b) The aggregate intrinsic value of all options outstanding as of June 30, 2021 was $14.3 million. (c) The aggregate intrinsic value of all vested/exercisable options as of June 30, 2021 was $11.5 million. Because the Company maintained a full valuation allowance on its U.S. deferred tax assets, it did not recognize any tax benefit related to share-based compensation expense for the three and six months ended June 30, 2021 and 2020. As of June 30, 2021, there was $ 4.8 2.42 1.1 7.39 The following table summarizes the number of authorized, unissued shares of common stock, under all employee stock plans, to be issued upon exercise as of June 30, 2021: Schedule of common stock reserved for future issuance under employee stock plans Plans Number of Shares Total options available to be granted 221,323 Total options outstanding 1,018,125 Total common stock reserved for future issuance under employee stock plans 1,239,448 The following table summarizes share-based compensation expense for the three and six months ended June 30, 2021 and 2020 (in thousands): Schedule of summarizes share-based compensation expense Three Months Ended Six Months Ended June 30, 2021 2020 2021 2020 Research and development $ 254 $ 200 $ 468 $ 399 Sales and marketing 196 104 336 206 General and administrative 363 179 656 358 Cost of sales 14 12 28 24 Total share-based compensation $ 827 $ 495 $ 1,488 $ 987 |
DEFINED CONTRIBUTION PLANS EXPE
DEFINED CONTRIBUTION PLANS EXPENSE | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
DEFINED CONTRIBUTION PLANS EXPENSE | 16. DEFINED CONTRIBUTION PLANS EXPENSE The Company contributes to defined contribution plans for all eligible employees. The Company recorded expenses of approximately $ 5.0 5.1 4.9 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
NET LOSS PER SHARE | 17. 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 for share data): Schedule of computation of basic and diluted net loss per share Years Ended December 31, 2020 2019 2018 Numerator: Net loss $ (25,643 ) $ (51,981 ) $ (35,292 ) Denominator – basic and diluted: Weighted average common shares outstanding 669,534 669,534 254,679 Net loss per share – basic and diluted $ (38.30 ) $ (77.64 ) $ (138.57 ) The following table sets forth the amounts excluded from the computation of diluted net loss per share as their effect was anti-dilutive: Schedule of computation of diluted net loss per share Years Ended December 31, 2020 2019 Stock options outstanding (a) 958,782 888,621 Non-vested shares of restricted stock 68,557 14,200 Preferred stock and warrants (b): Convertible Preferred Stock Series B — 72,123 Series B-1 72,123 — Series C — 416,667 Series C-1 416,667 — Series D 1,080,993 1,450,993 Series D-1 325,203 325,203 Series D-2 370,000 — Senior Convertible Preferred Stock Series E 615,231 615,231 Series E-1 393,511 393,511 Series F 352,076 352,076 Series F-1 46,325 46,325 Series G 740,987 — Series H 168,288 — Warrants Series D and D-1 warrants 365,854 365,854 Series H warrants 139,428 — (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 preferred stock and warrants referred to in Note 14 were also excluded on an as converted basis because their effect would have been anti-dilutive. | |
Airspan [Member] | ||
NET LOSS PER SHARE | 14. NET LOSS PER SHARE Net loss per share is computed using the weighted average number of shares of common stock outstanding less the number of shares subject to repurchase. The following table sets forth the computation of basic and diluted net loss per share for the periods indicated (in thousands, except share data): Schedule of basic and diluted net loss per share Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator: Net loss $ (10,418 ) $ (11,053 ) $ (23,967 ) $ (24,068 ) Denominator - basic and diluted: Weighted average common shares outstanding 670,043 669,534 669,839 669,534 Net loss per share - basic and diluted $ (15.55 ) $ (16.51 ) $ (35.78 ) $ (35.95 ) The following table sets forth the amounts excluded from the computation of diluted net loss per share as their effect was anti-dilutive: Schedule of anti-dilutive net loss per share Three Months Ended Six Months Ended 2021 2020 2021 2020 Stock options outstanding (a) 1,018,125 980,946 1,018,125 980,946 Non-vested shares of restricted stock 72,989 68,557 72,989 68,557 Preferred stock and warrants (b): Convertible Preferred Stock Series B — 72,123 — 72,123 Series B-1 72,123 — 72,123 — Series C — 416,667 — 416,667 Series C-1 416,667 — 416,667 — Series D 1,080,993 1,450,993 1,080,993 1,450,993 Series D-1 325,203 325,203 325,203 325,203 Series D-2 370,000 — 370,000 — Senior Convertible Preferred Stock Series E 615,231 615,231 615,231 615,231 Series E-1 393,511 393,511 393,511 393,511 Series F 352,076 352,076 352,076 352,076 Series F-1 46,325 46,325 46,325 46,325 Series G 740,987 464,566 740,987 464,566 Series H 181,294 — 181,294 — Warrants Series D and D-1 warrants 162,602 585,624 162,602 585,624 Series H warrants 145,931 — 145,931 — (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 preferred stock and warrants referred to in Note [11] 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, 2020 | |
INCOME TAXES | NOTE 10 — INCOME TAX The Company’s net deferred tax assets are as follows: Schedule of deferred tax assets December 31, Deferred tax asset Organizational costs/Startup expenses $ 29,754 Federal Net Operating loss 12,810 Total deferred tax asset 42,564 Valuation allowance (42,564 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: Schedule of income tax provision December 31, Federal Current $ — Deferred (42,564 ) State Current — Deferred — Change in valuation allowance 42,564 Income tax provision $ — As of December 31, 2020, the Company has $ 61,001 In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from August 20, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $ 42,564 A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: Schedule of reconciliation of the federal income tax rate Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Permanent Book/Tax Differences (22.0 )% Change in valuation allowance (1.0 )% Income tax provision — % The Company files income tax returns in the U.S. federal jurisdiction in Florida and is subject to examination by the various taxing authorities. |
Airspan [Member] | |
INCOME TAXES | 18. 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 2017, 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 $ 0.8 1.8 0.5 0.3 The loss before tax was $ 26.4 51.5 35.5 12.2 4.5 8.0 Schedule of net operating loss carry forwards Country NOL Carryforwards Expiry Terms U.K. $ 256,666 Does not expire U.S. 182,531 Expires in up to 17 years U.S. 15,425 Does not expire Australia 5,220 Does not expire Israel 254,288 Does not expire Finland 858 Expires in up to 7 years Other 1,999 Expires in up to 5 years Significant components of the Company’s deferred tax assets are as follows (in thousands): Schedule of company’s deferred tax assets Years Ended December 31, 2020 2019 2018 Net operating loss carryforwards $ 145,355 $ 143,439 $ 128,823 Fixed assets 2,539 2,830 2,507 R&D Amortization 6,393 7,296 6,348 Accruals and reserves 8,238 1,096 1,094 R&D and Other Credits 4,191 — — Share-based compensation 2,306 1,742 1,678 Total deferred tax assets 169,022 156,403 140,450 Intangible assets (1,395 ) (2,158 ) (2,600 ) Total deferred tax liabilities (1,395 ) (2,158 ) (2,600 ) Valuation allowance (167,627 ) (154,245 ) (137,850 ) Total deferred tax assets, net $ — $ — $ — 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 December 31, 2020 2019 2018 Expected income tax benefit at U.S. rates $ 5,549 $ 12,361 $ 8,695 Difference between U.S. rate and rates applicable to subsidiaries in other jurisdictions (301 ) (930 ) (549 ) Expenditures not deductible for tax purposes (43 ) (136 ) (761 ) Acquired net operating losses (a) — — 25,028 Tax rate changes outside the U.S. — 5,368 — Expiry of foreign taxable losses 6,218 — (363 ) Other 502 (742 ) (2,072 ) Valuation allowance on tax benefits (13,385 ) (16,395 ) (30,422 ) UK R&D tax credits 2,242 — 696 Income tax benefit (expense) $ 782 $ (474 ) $ 252 (a) 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, 2020, the Company has not completed a 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, mainly in connection with the Mimosa Networks, Inc. acquisition. 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, 2020, the Company has historically concluded that a full valuation allowance is required to offset the net deferred tax assets. Tax Cuts and Jobs Act On December 22, 2017, the U.S. enacted tax reform legislation commonly known as the Tax Cuts and Jobs Act (the “Act”), resulting in significant modifications to existing law. Under ASC 740, Income Taxes, an entity is required to recognize the effect of tax law changes during the period of enactment. As such, the Company has reflected the impact of this law within its December 31, 2018 consolidated financial statements. The Company’s consolidated financial statements for the year ended December 31, 2018 reflect certain effects of the Act which includes a reduction in the corporate tax rate from 34% to 21 % which reduced the U.S. deferred tax assets with an offsetting reduction to the valuation allowance. The impact of the one-time transition tax on certain foreign earnings and profits was minimal as the Company utilized existing net operating losses to substantially offset the income inclusion. |
GEOGRAPHICAL INFORMATION
GEOGRAPHICAL INFORMATION | 12 Months Ended |
Dec. 31, 2020 | |
Geographical Information | |
GEOGRAPHICAL INFORMATION | 19. 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 December 31, 2020 2019 2018 United States $ 41,338 105,316 182,550 Other North America and Canada 1,361 222 1,321 Total United States and Canada $ 42,699 $ 105,538 $ 183,871 India 41,467 16,588 6,978 Japan 64,228 16,695 3,246 Other Asia 1,961 5,057 16,137 Total Asia 107,656 38,340 16,137 Europe 8,054 9,676 8,510 Africa and the Middle East 7,105 7,295 1,646 Latin America and the Caribbean 7,441 5,182 587 Total revenue $ 172,955 $ 166,031 $ 210,751 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 related to U.S. and foreign operations Years Ended December 31, 2020 2019 2018 Loss before income tax related to U.S. operations $ (15,581 ) $ (3,885 ) $ (7,973 ) Loss before income tax related to foreign operations (10,844 ) (47,622 ) (27,571 ) Loss before income tax $ (26,425 ) $ (51,507 ) $ (35,544 ) Net loss related to U.S. operations $ (15,553 ) $ (3,857 ) $ (8,024 ) Net loss related to foreign operations (10,090 ) (48,124 ) (27,268 ) Net loss $ (25,643 ) $ (51,981 ) $ (35,292 ) The long-lived assets and total assets by geographic region are shown below (in thousands): Schedule of long-lived assets and total assets by geographic region As of December 31, 2020 2019 Property, plant and equipment, net: United States $ 773 $ 1,246 Asia 581 482 Europe 2,818 3,094 Middle East 642 646 Other 19 49 $ 4,833 $ 5,517 Other non-current assets: United States 113 11 Europe 152 147 Middle East 3,572 3,299 3,837 3,457 Total long-lived assets $ 8,670 $ 8,974 Total assets, net: United States $ 79,622 $ 60,285 Asia 6,482 7,452 Europe 21,927 25,495 Middle East 39,530 17,092 Other 121 206 $ 147,682 $ 110,530 |
EQUITY METHOD INVESTMENT
EQUITY METHOD INVESTMENT | 12 Months Ended |
Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENT | 21. EQUITY METHOD INVESTMENT The Company accounts for its investment in a wholly-owned subsidiary, Dense Air, as an equity method investment. Dense Air has been solely funded by its primary lender through convertible debt with various restrictions and requirements including a conversion option on substantially all of the ownership interest in Dense Air. Dense Air was designed to acquire and hold specific assets and the fixed price conversion option is economically similar to a call option on the assets of Dense Air. Therefore, the Company concluded consolidation is not required. The Company did determine it has significant influence in the operations of Dense Air and therefore, has applied the equity method of accounting. Given Dense Air has operated at a loss since its inception, and the Company has not guaranteed the obligations of Dense Air or otherwise committed to provide further financial support, equity method accounting has been discontinued. The equity method investment has no value at December 31, 2020 and 2019. There have been no dividends received from Dense Air for the years ended December 31, 2020, 2019 and 2018. The summarized unaudited financial information below represents the combined accounts of the Company’s unconsolidated subsidiary (in thousands): Schedule of unconsolidated subsidiary 2020 2019 2018 Income statement data – year ended December 31, Revenues $ 1,008 $ — $ — Gross profit 1,008 — — Loss from operations (5,925 ) (26,137 ) (11,503 ) Net loss (6,031 ) (25,136 ) (10,051 ) Schedule of unconsolidated subsidiary balance sheet 2020 2019 Balance sheet data – as of December 31, Current assets $ 23,172 $ 39,588 Noncurrent assets 51,872 52,121 Current liabilities 2,391 10,485 Noncurrent liabilities 117,150 119,690 The Company receives reimbursement of its expenses for providing certain management support functions to Dense Air, a related party, which are considered not material. In addition, the Company is entitled to receive certain fees upon the successful acquisition of spectrum rights by Dense Air, which are recorded as revenue when earned. |
VALUATION AND QUALIFYING ACCOUN
VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2020 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
VALUATION AND QUALIFYING ACCOUNTS | 23. VALUATION AND QUALIFYING ACCOUNTS The following summarizes changes to valuation and qualifying accounts for 2020, 2019 and 2018 (in thousands): Schedule of valuation and qualifying accounts Year Description Balance at Additions Charged Write-offs/ (1) Balance at 2020 Allowance for doubtful accounts $ 2,032 $ 5 $ (1,663 ) $ 374 Reserve for inventory valuation $ 13,640 $ 1,996 $ (2,432 ) $ 13,204 2019 Allowance for doubtful accounts $ 2,329 $ 62 $ (359 ) $ 2,032 Reserve for inventory valuation $ 11,861 $ 2,537 $ (758 ) $ 13,640 2018 Allowance for doubtful accounts $ 1,960 $ 752 $ (383 ) $ 2,329 Reserve for inventory valuation $ 9,075 $ 1,895 $ 891 $ 11,861 (1) The 2018 year includes $1,372 of reserves for inventory valuation acquired in connection with the Mimosa Acquisition. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 6 Months Ended |
Jun. 30, 2021 | |
Airspan [Member] | |
REVENUE RECOGNITION | 3. REVENUE RECOGNITION The following is a summary of revenue by category (in thousands): Schedule of revenue Three Months Ended Six Months Ended 2021 2020 2021 2020 Products sales $ 34,458 $ 15,633 $ 72,512 $ 33,892 Non-recurring engineering (“NRE”) 4,771 5,387 6,896 8,652 Product maintenance contracts 327 2,901 3,252 5,797 Professional service contracts 1,909 2,940 3,795 5,629 Software licenses 527 728 1,114 949 Other 56 204 414 452 Total revenue $ 42,048 $ 27,793 $ 87,983 $ 55,371 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 recognized at a point in time for these services amounted to $1.4 million and $3.2 million for the three months ended June 30, 2021 and 2020, respectively and $3.5 million and $4.6 million for the six months ended June 30, 2021 and 2020, respectively. 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 these services using a cost-based input method amounted to $3.4 million and $2.2 million for the three months ended June 30, 2021 and 2020, respectively, and $3.4 million and $4.0 million for the six months ended June 30, 2021 and 2020, respectively. The Company is allowed to bill for services performed under the contract in the event the contract is terminated. Revenue from professional service contracts primarily relates to training and other consulting arrangements performed by the Company for its customers. Revenues from professional services contracts provided on a time and materials basis are recognized when the Company has the right to invoice under the practical expedient as amounts correspond directly with the value of the services rendered to date. Revenue from product maintenance contracts is recognized over time as the Company’s performance obligations are satisfied. This is typically the contractual service period, which is generally one year. Maintenance and support services are a distinct performance obligation that includes the stand-ready obligation to provide telephone support, bug fixes and unspecified software upgrades and updates provided on a when-and-if-available basis and/or extended hardware warranty, which is considered a service type warranty. Revenue from software licenses is primarily related to the sale of perpetual licenses to customers. The software delivered to the customer has stand-alone functionality and the customer can use the intellectual property as it exists at any time. Therefore, the Company recognizes revenue when the software license is delivered to the customer. There are no further performance obligations once the software license is delivered to the customer. Payment terms to customers generally range from net 30 to 120 days from invoice, which are considered to be standard payment terms. The Company assesses its ability to collect from its customers based primarily on the creditworthiness and past payment history of the customer. The Company has elected to apply the practical expedient that allows an entity to not adjust the promised amount of consideration in customer contracts for the effect of a significant financing component when the period between the transfer of product and services and payment of the related consideration is less than one year. The estimated cost of any post-sale obligations, including basic product warranties, is accrued at the time revenue is recognized based on a number of factors, which include historical experience and known conditions that may impact future warranty costs. The Company accounts for shipping and handling activities as a fulfilment cost rather than an additional promised service. Therefore, revenue related to shipping and handling activities is included in product revenues. Shipping and handling costs are accrued and recorded as cost of revenue when the related revenue is recognized. Billings to customers for reimbursement of out-of-pocket expenses, including travel, lodging and meals, are recorded as revenue, and the associated costs incurred by the Company for those items are recorded as cost of revenue. Revenue related to the reimbursement of out-of-pocket costs are accounted for as variable consideration. Contract Balances A contract asset is recorded when revenue is recognized in advance of our right to receive consideration (i.e., we must perform additional services in order to receive consideration). Amounts are recorded as receivables when our right to consideration is unconditional. When consideration is received, or we have an unconditional right to consideration in advance of delivery of goods or services, a contract liability is recorded. The transaction price can include non-refundable upfront fees, which are allocated to the identifiable performance obligations. Contract assets are included within accounts receivables and contract liabilities are included in deferred revenue in our condensed consolidated balance sheets. The opening and closing balances of our contract asset and liability balances from contracts with customers as of December 31, 2020 and June 30, 2021 were as follows: Schedule of contracts with customers asset and liability Contracts Contracts Balance as of December 31, 2020 $ 5,361 $ 7,521 Balance as of June 30, 2021 11,917 4,729 Change $ 6,556 $ (2,792 ) Revenues for the three and six months ended June 30, 2021 and 2020, include the following: Schedule of revenues from contract liability Three Months Ended Six Months Ended 2021 2020 2021 2020 Amounts included in the beginning of year contract liability balance $ 877 $ 422 $ 4,427 $ 1,814 Costs to Obtain or Fulfill a Contract The Company capitalizes commission expenses paid to internal sales personnel and sales agent commissions that are incremental to obtaining customer contracts, for which the related revenue is recognized over a future period. These costs are incurred on initial sales of product, maintenance and professional services and maintenance and support contract renewals. The Company defers these costs and amortizes them over the period of benefit, which the Company generally considers to be the contract term or length of the longest delivery period as contract capitalization costs in the condensed consolidated balance sheets. Commissions paid relating to contract renewals are deferred and amortized on a straight-line basis over the related renewal period as commissions paid on renewals are commensurate with commissions paid on initial sales transactions. Costs to obtain or fulfil contracts were not significant for the three months ended June 30, 2021 and 2020. Costs to obtain a contract for development and engineering service contracts are expensed as incurred in accordance with the practical expedient as the contractual period of these contracts are generally one year or less. Warranty Liabilities The Company provides a limited warranty for periods, usually ranging from 12 to 24 months, to all purchasers of its new products. Warranty expense is accrued on the sale of products and is recognized as a cost of revenue. The expense is estimated based on analysis of historic costs and other relevant factors. Information regarding the changes in the Company’s product warranty liabilities for the three and six months ended June 30, 2021 and 2020 is as follows (in thousands): Schedule of product warranty liabilities Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Balance, beginning of period $ 1,019 $ 986 $ 1,019 $ 981 Accruals 168 150 260 181 Settlements (88 ) (169 ) (180 ) (195 ) Balance, end of period $ 1,099 $ 967 $ 1,099 $ 967 |
SUBORDINATED DEBT
SUBORDINATED DEBT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
SUBORDINATED DEBT | 8. SUBORDINATED CONVERTIBLE DEBT AND SUBORDINATED DEBT On August 6, 2015, the Company 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 During 2019, the Company entered into four loans with an aggregate principal of $23.0 million in the form of Subordinated Convertible Note Purchase Agreements with Oak Investment Partners “(Oak)” that were due to mature on December 31, 2020. Interest accrued on each of these notes at the rate of 6% per annum. Each note was subordinate to the PWB line of credit. The principal and accrued interest would automatically be converted into common shares at the time of the next equity financing. The number of common shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest on the note, as of the date of conversion, by the price paid per share for common shares by the investors in the next equity financing. At December 31, 2019, the Company had $ 23.5 On February 3, 2020, the Company approved the issuance and sale of 383,266 0.0001 23.5 The Company had subordinated debt of $ 9.0 33.1 | |
Airspan [Member] | ||
SUBORDINATED DEBT | 6. SUBORDINATED DEBT On August 6, 2015, the Company issued Golden Wayford Limited a $ 10.0 1.0 February 16, 2016 The principal and accrued interest under the Golden Wayford Note would have been automatically converted into common shares at the time of the next equity financing and consummated prior to, on or after the maturity date (June 30, 2020). Such conversion right expired in accordance with its term. Interest accrues at 5.0 On December 30, 2020, Pacific Western Bank (“PWB”) and Ally Bank (“Ally”) assigned their interests in a loan facility under the Second Amended and Restated Loan and Security Agreement (the “PWB Facility”) to certain new lenders pursuant to an assignment agreement (the “Assignment Agreement”) and PWB entered into a resignation and assignment agreement (the “Agent Resignation Agreement”) pursuant to which PWB resigned in its capacity as agent under all of the transaction documents and DBFIP ANI LLC (“Fortress”) became the successor agent (as defined in the Agent Resignation Agreement), replacing PWB in such capacity under the PWB Facility. The Golden Wayford Note was subordinate to the PWB Facility and, after giving effect to the Assignment Agreement, the Resignation Agreement and the Reaffirmation and Omnibus Amendment, is now subordinate to the obligations under the Fortress Credit Agreement (see Note 8). A limited waiver under the Fortress Credit Agreement waives each actual and prospective default and event of default existing under the Fortress Credit Agreement directly as a result of the non-payment of the Golden Wayford Note. The Company had subordinated debt outstanding of $ 9.0 1.3 1.1 |
SUBORDINATED TERM LOAN _ RELATE
SUBORDINATED TERM LOAN – RELATED PARTY | 6 Months Ended |
Jun. 30, 2021 | |
Airspan [Member] | |
SUBORDINATED TERM LOAN – RELATED PARTY | 7. SUBORDINATED TERM LOAN – RELATED PARTY On February 9, 2016, the Company 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 Number 3, on May 23, 2019, the interest rate changed to 9.0% per annum to be accrued; (b) Amendment Number 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 Number 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 6.3 4.8 |
COMMITMENTS AND CONTINGENCY
COMMITMENTS AND CONTINGENCY | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCY | NOTE 7 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the founder shares, Private Units, and Units that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement signed on October 29, 2020. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Underwriters Agreement The underwriters had a 45-day option beginning October 29, 2020 to purchase up to an additional 1,500,000 Units to cover over-allotments, if any. On November 3, 2020, the Company paid a fixed underwriting discount of $ 2,000,000 Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $3,500,000, upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement On November 9, 2020, the underwriters partially exercised the over-allotment option to purchase 1,000,000 500,000 300,000 Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $525,000, upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement | NOTE 8 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the founder shares, Private Units, and Units that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement signed on October 29, 2020. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Underwriters Agreement The underwriters had a 45-day option beginning October 29, 2020 to purchase up to an additional 1,500,000 units to cover over-allotments, if any. On November 3, 2020, the Company paid a fixed underwriting discount of $ 2,000,000 On November 9, 2020, the underwriters partially exercised the over-allotment option to purchase 1,000,000 500,000 300,000 |
Airspan [Member] | ||
COMMITMENTS AND CONTINGENCY | 11. COMMITMENTS AND CONTINGENCY The Company had commitments with its main subcontract manufacturers under various purchase orders and forecast arrangements of $ 76.6 Certain officers of the Company have change in control payments that they would be entitled to receive in the event of a change in control. Contingencies and Legal Proceedings From time to time, the Company receives and reviews correspondence from third parties with respect to licensing their patents and other intellectual property in connection with the sale of the Company’s products. Disputes may arise with such third parties if an agreement cannot be reached regarding the licensing of such patents or intellectual property. On October 14, 2019, Barkan Wireless IP Holdings, L.P. (“Barkan”) filed a suit against Sprint Corporation and related entities (“Sprint”) alleging patent infringement based in part on two of the Company’s products, Airave 4 and Magic Box Gold. See Barkan Wireless IP Holdings, L.P. v. Sprint Corporation et al On April 27, 2021, Magnacross LLC filed a complaint for patent infringement against the Company in the United States District Court for the District of Delaware. The Complaint alleges infringement of United States Patent No. 6,917,304 (“the ’304 Patent”). The ’304 Patent is titled “Wireless Multiplex [sic] Data Transmission System.” On June 16, 2021 plaintiff filed a Notice of Voluntary Dismissal Without Prejudice, which the District Court approved by Order dated June 16, 2021. Except as set forth above, the Company is not currently subject to any other material legal proceedings. The Company may from time to time become a party to various other legal proceedings arising in the ordinary course of its business. While the results of such claims and litigation cannot be predicted with certainty, the Company currently believes that it is not a party to any litigation the final outcome of which is likely to have a material adverse effect on the Company’s condensed consolidated financial position, results of operations or cash flows. | 13. COMMITMENTS AND CONTINGENCIES The Company had commitments with its main subcontract manufacturers under various purchase orders and forecast arrangements of $ 55.6 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 sheet. 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 2020 2019 Assets Operating lease assets Right-of-use lease asset, net (1) $ 7,882 $ 10,032 Total leased assets $ 7,882 $ 10,032 Liabilities Current Operating Other accrued expenses $ 2,671 $ 3,397 Noncurrent Operating Other long-term liabilities 5,424 6,900 Total lease liabilities $ 8,095 $ 10,297 (1) Operating right of-use lease assets are recorded net of accumulated amortization of $2,842 and $2,775 as of December 31, 2020 and 2019, respectively. The Company has classified the lease components as follows (in thousands): Schedule of lease components Year Ended December 31, Lease Cost Classification 2020 2019 Operating lease cost General and administrative $ 3,412 $ 3,047 Amortization of right of use assets General and administrative 2,842 2,775 Interest on lease liabilities General and administrative 555 722 Total lease cost $ 6,809 $ 6,544 Short-term lease costs amounted to $ 0.2 Future minimum lease payments for assets under non-cancelable operating lease agreements with original terms of more than one year as of December 31, 2020 are as follows (in thousands): Schedule of future minimum lease payments for assets 2021 $ 2,695 2022 2,194 2023 1,920 2024 1,935 2025 342 Thereafter — Total lease payments 9,086 Less: Interest (991 ) Present value of lease liabilities $ 8,095 The weighted average remaining lease term at December 31, 2020 is as follows: Schedule of weighted average remaining lease term Weighted Average Remaining Lease Term (Years) December 31, 2020 Operating leases 3.61 Average Discount Rate Operating leases 6.53 The Company had bank guarantees with its landlords and customers totaling $ 0.6 0.3 0.6 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, for the repayment of loans taken out by its fully consolidated subsidiary, Airspan Finland Oy. These uncollateralized loans totaled $ 0.5 Certain officers of the Company have change in control payments that they would be entitled to receive in the event of a change in control. Contingencies and Legal Proceedings From time to time, the Company receives and reviews correspondence from third parties with respect to licensing their patents and other intellectual property in connection with the sale of the Company’s products. Disputes may arise with such third parties if an agreement cannot be reached regarding the licensing of such patents or intellectual property. On October 14, 2019, Barkan Wireless IP Holdings, L.P. (“Barkan”) filed a complaint for patent infringement in the United States District Court for the Eastern District of Texas against Sprint Corporation and other entities alleging infringement of U.S. Patent Nos. 8,559,312, and 9,392,638 based in part on two of the Company’s products, Airave 4 and Magic Box Gold. See Barkan Wireless IP Holdings, L.P. v. Sprint Corporation et al Except as set forth above, the Company is not currently subject to any other material legal proceedings. The Company may from time to time become a party to various other legal proceedings arising in the ordinary course of its business. While the results of such claims and litigation cannot be predicted with certainty, the Company currently believes that it is not a party to any litigation the final outcome of which is likely to have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. |
EQUITY METHOD INVESTMENTS
EQUITY METHOD INVESTMENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
EQUITY METHOD INVESTMENTS | 21. EQUITY METHOD INVESTMENT The Company accounts for its investment in a wholly-owned subsidiary, Dense Air, as an equity method investment. Dense Air has been solely funded by its primary lender through convertible debt with various restrictions and requirements including a conversion option on substantially all of the ownership interest in Dense Air. Dense Air was designed to acquire and hold specific assets and the fixed price conversion option is economically similar to a call option on the assets of Dense Air. Therefore, the Company concluded consolidation is not required. The Company did determine it has significant influence in the operations of Dense Air and therefore, has applied the equity method of accounting. Given Dense Air has operated at a loss since its inception, and the Company has not guaranteed the obligations of Dense Air or otherwise committed to provide further financial support, equity method accounting has been discontinued. The equity method investment has no value at December 31, 2020 and 2019. There have been no dividends received from Dense Air for the years ended December 31, 2020, 2019 and 2018. The summarized unaudited financial information below represents the combined accounts of the Company’s unconsolidated subsidiary (in thousands): Schedule of unconsolidated subsidiary 2020 2019 2018 Income statement data – year ended December 31, Revenues $ 1,008 $ — $ — Gross profit 1,008 — — Loss from operations (5,925 ) (26,137 ) (11,503 ) Net loss (6,031 ) (25,136 ) (10,051 ) Schedule of unconsolidated subsidiary balance sheet 2020 2019 Balance sheet data – as of December 31, Current assets $ 23,172 $ 39,588 Noncurrent assets 51,872 52,121 Current liabilities 2,391 10,485 Noncurrent liabilities 117,150 119,690 The Company receives reimbursement of its expenses for providing certain management support functions to Dense Air, a related party, which are considered not material. In addition, the Company is entitled to receive certain fees upon the successful acquisition of spectrum rights by Dense Air, which are recorded as revenue when earned. | |
Airspan [Member] | ||
EQUITY METHOD INVESTMENTS | 16. EQUITY METHOD INVESTMENTS The Company accounts for its investment in a wholly-owned subsidiary, Dense Air, as an equity method investment. Dense Air has been funded by its sole lender through convertible debt with various restrictions and requirements including a conversion option on substantially all of the ownership interest in Dense Air. Dense Air was designed to acquire and hold specific assets and the fixed price conversion option is economically similar to a call option on the assets of Dense Air. Therefore, the Company concluded consolidation is not required. The Company did determine it has significant influence in the operations of Dense Air and therefore, has applied the equity method of accounting. Given Dense Air has operated at a loss since its inception, and the Company has not guaranteed the obligations of Dense Air or otherwise committed to provide further financial support, equity method accounting has been discontinued. The equity method investment has no value at June 30, 2021 and December 31, 2020. There have been no dividends received from Dense Air for the three and six months ended June 30, 2021 and 2020. On March 22, 2021, an investor acquired the sole lender to Dense Air’s rights and obligations under a convertible loan agreement. Concurrently, the Company received a notice of conversion from the investor to convert the outstanding amount of the loan into shares equating to 95% of the share capital of Dense Air. The conversion is contingent on regulatory consent in Australia, which is expected in the third quarter of 2021. The Company receives reimbursement of its expenses for providing certain management support functions to Dense Air, a related party, which are not material. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
SUBSEQUENT EVENT | NOTE 9 — SUBSEQUENT EVENTS The Company has evaluated events and transactions that occurred during the period from the balance sheet date through September 10, 2021, On August 13, 2021, the Company consummated the previously announced SPAC Transaction with Airspan Networks Inc., following which Airspan Networks Inc. became a wholly owned subsidiary of the Company (which subsequently changed its name to Airspan Networks Holdings Inc.). Airspan Networks Holdings Inc.’s common stock is listed on the NYSE American and trades under the ticker symbol “MIMO.” | NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Airspan [Member] | ||
SUBSEQUENT EVENT | 17. SUBSEQUENT EVENT The Company has evaluated events and transactions that occurred during the period from the balance sheet date through August 19, 2021, the date these consolidated financial statements were issued. Except as disclosed below, the Company is not aware of any other subsequent events which would require adjustment or disclosure in the consolidated financial statements. On August 13, 2021, the Company consummated the previously announced SPAC Transaction with NBA, following which the Company became a wholly owned subsidiary of NBA (which subsequently changed its name to Airspan Networks Holdings Inc.). Airspan Networks Holdings Inc.’s common stock is listed on the NYSE American and trades under the ticker symbol “MIMO.” | 22. SUBSEQUENT EVENTS The Company has evaluated events and transactions that occurred during the period from the balance sheet date through May 14, 2021, the date these consolidated financial statements were issued. Except as disclosed below, the Company is not aware of any other subsequent events which would require adjustment or disclosure in the consolidated financial statements. On March 3, 2021, Airspan reduced the exercise price of the D-1 warrants discussed in Note 14 to $ 45.9875 On March 8, 2021, the Company announced that it entered into a definitive business combination agreement with New Beginnings Acquisition Corp. (“NBA”) (NYSE American: NBA), a SPAC. Upon closing of the transactions contemplated by this agreement, expected in the third quarter of 2021, the post-combination Company’s common stock will continue to be listed on the NYSE American and trade under the ticker symbol “MIMO.” On March 22, 2021, an investor acquired the primary beneficiary’s rights and obligations under a convertible loan agreement relating to Dense Air. Subsequently, the Company received a notice of conversion from the investor to convert the outstanding amount of the loan into shares equating to 95% of the share capital of Dense Air. The conversion is contingent on regulatory consent in Australia, which is expected in the third quarter of 2021. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed with the SEC on March 31, 2021, as amended by the 10-K/A filed with the SEC on May 14, 2021, for the fiscal year ended December 31, 2020. | Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no |
Investment Held in Trust Account | Investment Held in Trust Account At June 30, 2021, the assets held in the Trust Account were held in treasury funds. At December 31, 2020, investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of income. Interest income is recognized when earned. | Investment Held in Trust Account Investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of income. Interest income is recognized when earned. |
Fair value measurements | Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash, accounts payable and due to related party are estimated to approximate the carrying values as of June 30, 2021 and December 31, 2020 due to the short maturities of such instruments. The fair value of Private Placement Warrants is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrants is classified as level 3. See Note 6 for additional information on assets and liabilities measured at fair value. | Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash, prepaid assets, and accounts payable are estimated to approximate the carrying values as of December 31, 2020 due to the short maturities of such instruments. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability is classified as level 3. See Note 7 for additional information on assets and liabilities measured at fair value. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2021 and December 31, 2020, 9,060,042 9,521,649 | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020, 9,521,649 |
Earnings (loss) per share | Net Loss Per Share of Common Stock Net loss per share of common stock is computed by dividing net loss by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of overallotment option granted in connection with the IPO and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events. The warrants are exercisable to purchase 12,045,000 The Company’s condensed statements of loss include a presentation of loss per share for common stock subject to possible redemption in a manner similar to the two-class method of income per share of common stock. Net loss per share of common stock, basic and diluted, for redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable common stock outstanding since original issuance. Net loss per share of common stock, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to redeemable common stock, by the weighted average number of non-redeemable common stock outstanding for the periods. Non-redeemable common stock includes the founder shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. Schedule of earning per share For the Three For the Six Months Ended Months Ended June 30, June 30, Common stock subject to possible redemption Numerator: Net income allocable to common stock subject to possible redemption amortized interest income on marketable securities held in trust $ 3,151 $ 11,723 Less: interest available to be withdrawn for payment of taxes (3,151 ) (11,723 ) Net income allocable to common stock subject to possible redemption $ - $ - Denominator: Weighted average redeemable common stock, basic and diluted 9,822,956 9,673,135 Basic and diluted net income per share, redeemable common stock $ 0.00 $ 0.00 Non-redeemable common stock Numerator: Net loss minus redeemable net earnings Net loss $ (7,705,427 ) $ (4,662,223 ) Redeemable net earnings - - Non-redeemable net loss $ (7,705,427 ) $ (4,662,223 ) Denominator: Weighted average non-redeemable common stock, basic and diluted 5,097,044 5,246,865 Basic and diluted net loss per share, common stock $ (1.51 ) $ (0.89 ) | Net Income Per Common Share Net income per common stock is computed by dividing net income by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of overallotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 12,045,000 The Company’s Statement of Income includes a presentation of income per share for common stock subject to possible redemption in a manner similar to the two-class method of income per common stock. Net income per common stock, basic and diluted, for redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable common stock outstanding since original issuance. Net income per common stock, basic and diluted, for non-redeemable common stock is calculated by dividing the net income, adjusted for income attributable to redeemable common stock, by the weighted average number of non-redeemable common stock outstanding for the periods. Non-redeemable common stock includes the founder shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. Schedule of earning per share For the Period from August 20, through December 31, Common stock subject to possible redemption Numerator: Net income allocable to common stock subject to possible redemption Amortized Interest income on marketable securities held in trust $ 7,960 Less: interest available to be withdrawn for payment of taxes (7,960 ) Net income allocable to common stock subject to possible redemption $ — Denominator: Weighted Average Redeemable common stock Redeemable Common Stock, Basic and Diluted 3,399,685 Basic and Diluted net income per share, Redeemable Common Stock $ 0.00 Non-Redeemable Common Stock Numerator: Net Income minus Redeemable Net Earnings Net Income $ 4,092,424 Redeemable Net Earnings — Non-Redeemable Net Income $ 4,092,424 Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, common stock 4,646,706 Basic and diluted net income per share, common stock $ 0.88 |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred that were related to the IPO. Offering costs were allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities were expensed, and offering costs associated with the common stock were charged to the stockholders’ equity. | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ equity upon the completion of the IPO. Accordingly, as of December 31, 2020, offering costs totaling $ 6,731,655 2,300,000 4,025,000 406,655 |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of income. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the common stock. | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the common stock. |
Income taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes since inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed immaterial for the three and six months ended June 30, 2021. | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes since inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed immaterial for the period ending December 31, 2020. |
Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the Company’s financial statements and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of income. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the common stock. | |
Reclassifications | Reclassifications Certain reclassifications have been made to prior-year amounts to conform with current-year presentation. These reclassifications had no effect on the Company’s net loss or cash flows from operations. | |
Airspan [Member] | ||
Use of 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. | |
Fair value measurements | Fair value measurements We carry certain assets and liabilities at fair value. Fair value is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants on the measurement date. The three-tier hierarchy for inputs used in measuring fair value, which prioritizes the inputs based on the observability as of the measurement date, is as follows: Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 Observable inputs other than the quoted prices in active markets for identical assets and liabilities; and Level 3 Unobservable inputs for which there is little or no market data, which require us to develop assumptions of what market participants would use in pricing the asset or liability. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the placement of assets and liabilities being measured within the fair value hierarchy. (See Note 12). | |
Earnings (loss) per share | Earnings (loss) per share Earnings (loss) per share is calculated and reported under the “two-class” method. The “two-class” method is an earnings allocation method under which earnings per share is calculated for each class of common stock and participating security considering both dividends declared or accumulated and participation rights in undistributed earnings as if all such earnings had been distributed during the period. The Company has convertible preferred stock which have a right to participate in dividends; these are deemed to be participating securities. During periods of loss, there is no allocation required under the two-class method since the participating securities do not have a contractual obligation to fund the losses of the Company. (See Note 17). When applicable, basic earnings (loss) per share is calculated by dividing net income, after deducting dividends on convertible preferred stock and participating securities as well as undistributed earnings allocated to participating securities, by the average number of common shares outstanding during the period. Diluted earnings (loss) per share is calculated in a similar manner after consideration of the potential dilutive effect of common stock equivalents on the average number of common shares outstanding during the period. Common stock equivalents include warrants, stock options and restricted stock awards. Common stock equivalents are calculated based upon the treasury stock method using an average market price of common shares during the period. Dilution is not considered when a net loss is reported. Common stock equivalents that have an antidilutive effect are excluded from the computation of diluted earnings per share. | |
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, 2020 and 2019, the Company did not have any amounts accrued for interest and penalties or recorded for uncertain tax positions. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-04 (amended by ASU 2019-10), “ Intangibles – Goodwill and other (Topic 350): Simplifying the Test for Goodwill Impairment. In August 2018, the FASB issued ASU No. 2018-15, “ Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. In December 2019, the FASB issued ASU No. 2019-12, “ Income taxes (Topic 740): Simplifying the Accounting for Income Taxes. In August 2020, the FASB issued ASU 2020-06, “ Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) In August 2020, the FASB issued ASU 2020-06, “ Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options In March 2020, the FASB issued ASU No. 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting 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 January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-04 (amended by ASU 2019-10), “ Intangibles — Goodwill and other (Topic 350): Simplifying the Test for Goodwill Impairment. In August 2018, the FASB issued ASU No. 2018-15, “ Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. In December 2019, the FASB issued ASU No. 2019-12, “ Income taxes (Topic 740): Simplifying the Accounting for Income Taxes. In August 2020, the FASB issued ASU 2020-06, “ Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) In 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. |
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 and restricted cash December 31, 2020 2019 2018 Cash and cash equivalents $ 18,196 $ 2,877 $ 5,553 Restricted cash 422 136 1,450 Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 18,618 $ 3,013 $ 7,003 Restricted cash consists of cash on deposit and cash pledged as collateral to secure the guarantees described in Note 10. The cash on deposit balance reflects the remaining balance available of the senior term loan (see Note 10) 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, 2020 2019 Customer and supplier guarantees $ 298 $ 13 Landlord guarantees 124 123 Total $ 422 $ 136 | |
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. During the years ended December 31, 2020, 2019 and 2018, the Company sold certain accounts receivable balances that had a carrying value of approximately $ 11.5 73.0 152.7 22 1.5 3.3 | |
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 to 5 years ● Furniture and fixtures — over 4 to 5 years ● 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 5). Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible assets and other intangible assets acquired. Goodwill is not amortized, rather, an impairment test is conducted on an annual basis, or more frequently if indicators of impairment are present, which are determined through a qualitative assessment. A qualitative assessment includes consideration of the economic, industry and market conditions in addition to the overall financial performance of the Company and these assets. If our qualitative assessment does not conclude that it is more likely than not that the estimated fair value of the reporting unit is greater than the carrying value, we perform a quantitative analysis. In a quantitative test, the fair value of a reporting unit is determined based on a discounted cash flow analysis and further analyzed using other methods of valuation. A discounted cash flow analysis requires us to make various assumptions, including assumptions about future cash flows, growth rates and discount rates. The assumptions about future cash flows and growth rates are based on our long-term projections. Assumptions used in our impairment testing are consistent with our internal forecasts and operating plans. Our discount rate is based on our debt structure, adjusted for current market conditions. If the fair value of the reporting unit exceeds its carrying amount, there is no impairment. If not, we compare the fair value with its carrying amount. To the extent the carrying amount exceeds its fair value, an impairment charge of the reporting unit’s goodwill would be necessary. The Company’s annual assessment date is December 31. Based on the results of the assessments performed, no indicators of impairment were noted. Accordingly, no further impairment testing was completed and no impairment charges related to goodwill were recognized during all periods presented in the consolidated financial statements. | |
Intangible assets, net | Intangible assets, net The Company’s intangible assets are primarily the result of business combinations and include acquired developed technology, customer relationships, trademarks and non-compete agreements. These are amortized utilizing a straight line method over their estimated useful lives. When establishing useful lives, the Company considers the period and the pattern in which the economic benefits of the intangible asset are consumed or otherwise used; or, if that pattern cannot be reliably determined, using a straight-line amortization method over a period that may be shorter than the ultimate life of such intangible asset. There is no residual value associated with the Company’s finite-lived intangible assets. The Company reviews for impairment indicators of finite-lived intangibles and other long-lived assets as described below in “Impairment of long-lived assets.” | |
Impairment of long-lived assets | Impairment of long-lived assets The Company reviews its long-lived assets for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. This review consists of a comparison of the carrying value of the asset with the asset’s expected future undiscounted cash flows. Estimates of expected future cash flows represent management’s best estimate based on reasonable and supportable assumptions and projections. If the expected undiscounted future cash flows exceed the carrying value of the asset, no impairment is recognized. If the carrying value of the asset exceeds the expected undiscounted future cash flows, impairment exists and is determined by the excess of the carrying value over the fair value of the asset. Any impairment provisions recognized are permanent and may not be restored in the future. No impairment was recorded during the years ended December 31, 2020, 2019 and 2018. | |
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 fulfillment 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 adopted Accounting Standards Update (“ASU”) No. 2016-02, “ Leases | |
Revenue recognition | Revenue recognition Effective January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (Topic 606), The Company recognizes revenue by applying the following five-step approach: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, the Company satisfies a performance obligation. The Company derives the majority of its revenue from sales of its networking products and software licenses, with the remaining revenue generated from service fees relating to maintenance contracts, professional services and training for its products. The Company sells its products and services to end customers, distributors and resellers. Products and services may be sold separately or in bundled packages. The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with a customer. For each contract, the Company considers the promise to transfer products and/or services, each of which are distinct, to be the identified performance obligations. In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled. The Company’s networking products have both software and non-software (i.e., hardware) components that function together to deliver the products’ essential functionality. Since the Company’s products cannot be used apart from the embedded software it is considered one distinct performance obligation. 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 the Company’s 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, the Company allocates 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 the Company separately sells these products. For items that are not sold separately, the Company estimates the stand-alone selling prices using either an expected cost-plus margin or adjusted market assessment approach depending on the nature of the specific performance obligation. The following is a summary of revenue by category (in thousands): Schedule of revenue Year Ended December 31, 2020 2019 2018 Products sales $ 131,105 $ 121,741 $ 185,092 Non-recurring engineering (“NRE”) 16,007 21,713 14,291 Product maintenance contracts 11,796 9,221 2,153 Professional service contracts 10,814 7,473 6,796 Software licenses 2,757 5,607 2,012 Other 476 276 407 Total revenues $ 172,955 $ 166,031 $ 210,751 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 recognized at a point in time for these services amounted to $8.1 million, $17.2 million, and $10.7 million for the years ended December 31, 2020, 2019 and 2018, respectively. 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 these services using a cost-based input method amounted to $8.0 million, $4.5 million, and $3.6 million for the years ended December 31, 2020, 2019 and 2018, respectively. The Company is allowed to bill for services performed under the contract in the event the contract is terminated. Revenue from professional service contracts primarily relates to training and other consulting arrangements performed by the Company for its customers. Revenue from professional services contracts provided on a time and materials basis are recognized when the Company has the right to invoice under the practical expedient as amounts correspond directly with the value of the services rendered to date. Revenue from product maintenance contracts is recognized over time as the Company’s performance obligations are satisfied. This is typically the contractual service period, which is generally one year. Maintenance and support services are a distinct performance obligation that includes the stand-ready obligation to provide telephone support, bug fixes and unspecified software upgrades and updates provided on a when-and-if-available basis and/or extended hardware warranty, which is considered a service type warranty. Revenue from software licenses is primarily related to the sale of perpetual licenses to customers. The software delivered to the customer has stand-alone functionality and the customer can use the intellectual property as it exists at any time. Therefore, the Company recognizes revenue when the software license is delivered to the customer. There are no further performance obligations once the software license is delivered to the customer. Payment terms to customers generally range from net 30 to 120 days from invoice, which are considered to be standard payment terms. The Company assesses its ability to collect from its customers based primarily on the creditworthiness and past payment history of the customer. The Company has elected to apply the practical expedient that allows an entity to not adjust the promised amount of consideration in customer contracts for the effect of a significant financing component when the period between the transfer of product and services and payment of the related consideration is less than one year. The estimated cost of any post-sale obligations, including basic product warranties, is accrued at the time revenue is recognized based on a number of factors, which include historical experience and known conditions that may impact future warranty costs. The Company accounts for shipping and handling activities as a fulfilment cost rather than an additional promised service. Therefore, revenue related to shipping and handling activities is included in product revenues. Shipping and handling costs are accrued and recorded as cost of revenue when the related revenue is recognized. Billings to customers for reimbursement of out-of-pocket expenses, including travel, lodging and meals, are recorded as revenue, and the associated costs incurred by the Company for those items are recorded as cost of revenue. Revenue related to the reimbursement of out-of-pocket costs are accounted for as variable consideration. Contract Balances A contract asset is recorded when revenue is recognized in advance of our right to receive consideration (i.e., we must perform additional services in order to receive consideration). Amounts are recorded as receivables when our right to consideration is unconditional. When consideration is received, or we have an unconditional right to consideration in advance of delivery of goods or services, a contract liability is recorded. The transaction price can include non-refundable upfront fees, which are allocated to the identifiable performance obligations. Contract assets are included within accounts receivables and contract liabilities are included in deferred revenue in our consolidated balance sheets. The opening and closing balances of our contract asset and liability balances from contracts with customers as of December 31, 2020 and 2019 were as follows: Schedule of contract asset and liability balances from contracts with customers Contracts Contracts Balance as of December 31, 2019 $ 11,823 $ 10,035 Balance as of December 31, 2020 5,361 7,521 Change $ 6,462 $ 2,514 Revenues for the years ended December 31, 2020 and 2019, include the following: Schedule of revenues from contract liability Year Ended December 31, 2020 2019 Amounts included in the beginning of year contract liability balance $ 3,576 $ 2,407 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 or fulfil contracts were not significant for the years ended December 31, 2020, 2019 and 2018. 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. Information regarding the changes in the Company’s product warranty liabilities for the years ended December 31, 2020 and 2019 is as follows (in thousands): Schedule of product warranty liabilities December 31, 2020 2019 Balance, beginning of period $ 981 $ 1,609 Accruals 826 824 Settlements (788 ) (1,452 ) Balance, end of period $ 1,019 $ 981 | |
Foreign currency | Foreign currency The U.S. dollar is the functional currency of all of the Company’s foreign subsidiaries. Foreign currency denominated monetary assets and liabilities of subsidiaries for which the U.S. dollar is the functional currency are remeasured based on exchange rates at the end of the period. Non-monetary assets and liabilities of these operations are remeasured at historical rates in effect when the asset was recognized or the liability was incurred. Revenues and expenses for foreign entities transacted in local currency are remeasured at average exchange rates in effect during each period. The resulting remeasurement gains and losses are recognized within other income (expense), net on the Company’s consolidated statements of operations. The Company recorded foreign currency losses of $ 0.2 0.6 0.1 | |
Significant concentrations | Significant concentrations Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents, restricted cash and accounts receivable. The Company places its cash and cash equivalents in highly rated financial instruments. The Company maintains certain of its cash balances in various U.S. banks, which at times, may exceed federally insured limits. The amount that exceeded the federally insured limits totaled $15.1 million and $0.6 million as of December 31, 2020 and 2019, respectively. 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 balances December 31, 2020 2019 Cash in U.S. dollars in U.S. banks $ 15,997 $ 1,161 Cash in foreign banks and foreign currency 2,612 1,843 Petty cash 9 9 Total $ 18,618 $ 3,013 The Company’s accounts receivable are derived from sales of its products, and approximately 75%, 27% and 13% of product sales were to non-U.S. customers for the years ended December 31, 2020, 2019 and 2018, respectively. Two customers accounted for $52.6 million or 73% of the net accounts receivable balance at December 31, 2020, three customers accounted for $31.3 million or 78% of the net accounts receivable balance at December 31, 2019, and three customers accounted for $34.3 million or 82% of the net accounts receivable balance at December 31, 2018. The Company requires payment in advance or payment security in the form of a letter of credit to be in place at the time of shipment, except in cases where credit risk is considered to be acceptable. The Company’s top three customers accounted for 69%, 73% and 91% of revenue in 2020, 2019 and 2018, respectively. For the year ended December 31, 2020, the Company had two customers whose revenue was greater than 10% of the year’s total. For the years ended December 31, 2019 and 2018, the Company had one customer each year whose revenue was greater than 10% of the year’s total. The Company received 61%, 64% and 75% of goods for resale from five suppliers in 2020, 2019 and 2018, respectively. The Company outsources the manufacturing of its base station products to contract manufacturers and obtains subscriber terminals from vendors in the Asia Pacific region. In the event of a disruption to supply, the Company would be able to transfer the manufacturing of base stations to alternate contract manufacturers and has alternate suppliers for the majority of subscriber terminals. | |
Preferred stock warrants | Preferred stock warrants The Company accounts for preferred stock warrants at fair value and are classified as liabilities in accordance with ASC 480, Accounting for Redeemable Equity Instruments The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants and the completion of a liquidity event, at which time all convertible preferred stock warrants will be converted into warrants to purchase common stock and, accordingly, the liability will be reclassified to additional paid-in capital. The Company had not previously accreted the convertible preferred stock to its redemption value since the shares were not currently redeemable and redemption was not deemed to be probable. | |
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 over the requisite service periods. Share-based compensation expense recognized in the consolidated statements of operations includes compensation expense for share-based awards granted based on the estimated grant date fair value. Compensation expense for all share-based awards is recognized using the straight-line single-option method. Because share-based compensation expense is based on awards that are ultimately expected to vest, share-based compensation expense has been reduced to account for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. (See Note 15). | |
Segment reporting | Segment reporting The Company operates as a single segment, the development and supply of broadband wireless products and technologies. This is based on the objectives of the business and how our chief operating decision maker, the President and Chief Executive Officer, monitors operating performance and allocates resources. | |
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. | |
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 $1.0 million, $1.2 million and $0.4 million for the years ended December 31, 2020, 2019 and 2018, respectively. | |
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 and 58.1% and 60.4% of product sales were to non-U.S. customers for the three months ended June 30, 2021 and 2020, respectively and approximately and 63.3% and 62.7% of product sales were to non-U.S. customers for the six months ended June 30, 2021 and 2020, respectively. Three customers accounted for $23.7 million or 58.2% of the net accounts receivable balance at June 30, 2021 and two customers accounted for $52.6 million or 73% of the net accounts receivable balance at December 31, 2020. The Company requires payment in advance or payment security in the form of a letter of credit to be in place at the time of shipment, except in cases where credit risk is considered to be acceptable. The Company’s top 3 customers accounted for 59.0% and 68.8% of revenue for the three months ended June 30, 2021 and 2020, respectively, and 59.3% and 64.1% of revenue for the six months ended June 30, 2021 and 2020, respectively. For the three and six months ended June 30, 2021, the Company had two customers whose revenue was greater than 10% of the three and six month period’s total revenue. For the three and six months ended June 30, 2020, the Company had three customers whose revenue was greater than 10% of the three and six month period’s total revenue. The Company received 89.8% and 83.4% of goods for resale from five suppliers in the three months ended June 30, 2021 and 2020, respectively. The Company received 92.5% and 78.1% of goods for resale from five suppliers in the six months ended June 30, 2021 and 2020, respectively. The Company outsources the manufacturing of its base station products to contract manufacturers and obtains subscriber terminals from vendors in the Asia Pacific region. In the event of a disruption to supply, the Company would be able to transfer the manufacturing of base stations to alternate contract manufacturers and has alternate suppliers for the majority of subscriber terminals. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Schedule of earning per share | Schedule of earning per share For the Three For the Six Months Ended Months Ended June 30, June 30, Common stock subject to possible redemption Numerator: Net income allocable to common stock subject to possible redemption amortized interest income on marketable securities held in trust $ 3,151 $ 11,723 Less: interest available to be withdrawn for payment of taxes (3,151 ) (11,723 ) Net income allocable to common stock subject to possible redemption $ - $ - Denominator: Weighted average redeemable common stock, basic and diluted 9,822,956 9,673,135 Basic and diluted net income per share, redeemable common stock $ 0.00 $ 0.00 Non-redeemable common stock Numerator: Net loss minus redeemable net earnings Net loss $ (7,705,427 ) $ (4,662,223 ) Redeemable net earnings - - Non-redeemable net loss $ (7,705,427 ) $ (4,662,223 ) Denominator: Weighted average non-redeemable common stock, basic and diluted 5,097,044 5,246,865 Basic and diluted net loss per share, common stock $ (1.51 ) $ (0.89 ) | Schedule of earning per share For the Period from August 20, through December 31, Common stock subject to possible redemption Numerator: Net income allocable to common stock subject to possible redemption Amortized Interest income on marketable securities held in trust $ 7,960 Less: interest available to be withdrawn for payment of taxes (7,960 ) Net income allocable to common stock subject to possible redemption $ — Denominator: Weighted Average Redeemable common stock Redeemable Common Stock, Basic and Diluted 3,399,685 Basic and Diluted net income per share, Redeemable Common Stock $ 0.00 Non-Redeemable Common Stock Numerator: Net Income minus Redeemable Net Earnings Net Income $ 4,092,424 Redeemable Net Earnings — Non-Redeemable Net Income $ 4,092,424 Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, common stock 4,646,706 Basic and diluted net income per share, common stock $ 0.88 |
Schedule of cash and cash equivalents and restricted cash | Schedule of cash and cash equivalents and restricted cash December 31, 2020 2019 2018 Cash and cash equivalents $ 18,196 $ 2,877 $ 5,553 Restricted cash 422 136 1,450 Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 18,618 $ 3,013 $ 7,003 | |
Schedule of restricted cash | Schedule of restricted cash December 31, 2020 2019 Customer and supplier guarantees $ 298 $ 13 Landlord guarantees 124 123 Total $ 422 $ 136 | |
Schedule of revenue | Schedule of revenue Year Ended December 31, 2020 2019 2018 Products sales $ 131,105 $ 121,741 $ 185,092 Non-recurring engineering (“NRE”) 16,007 21,713 14,291 Product maintenance contracts 11,796 9,221 2,153 Professional service contracts 10,814 7,473 6,796 Software licenses 2,757 5,607 2,012 Other 476 276 407 Total revenues $ 172,955 $ 166,031 $ 210,751 | |
Schedule of contract asset and liability balances from contracts with customers | Schedule of contract asset and liability balances from contracts with customers Contracts Contracts Balance as of December 31, 2019 $ 11,823 $ 10,035 Balance as of December 31, 2020 5,361 7,521 Change $ 6,462 $ 2,514 | |
Schedule of revenues from contract liability | Schedule of revenues from contract liability Year Ended December 31, 2020 2019 Amounts included in the beginning of year contract liability balance $ 3,576 $ 2,407 | |
Schedule of product warranty liabilities | Schedule of product warranty liabilities December 31, 2020 2019 Balance, beginning of period $ 981 $ 1,609 Accruals 826 824 Settlements (788 ) (1,452 ) Balance, end of period $ 1,019 $ 981 | |
Schedule of cash and restricted cash balances | Schedule of cash and restricted cash balances December 31, 2020 2019 Cash in U.S. dollars in U.S. banks $ 15,997 $ 1,161 Cash in foreign banks and foreign currency 2,612 1,843 Petty cash 9 9 Total $ 18,618 $ 3,013 |
RECURRING FAIR VALUE MEASUREM_2
RECURRING FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Schedule of fair value of held to maturity securities | Schedule of fair value of held to maturity securities Carrying Gross Gross Fair Value U.S. Treasury Funds $ 116,181,780 $ - $ - $ 116,181,780 $ 116,181,780 $ - $ - $ 116,181,780 As of December 31, 2020, investment in the Company’s Trust Account consisted of $ 379 116,162,094 Carrying Gross Gross Fair Value U.S. Money Market $ 379 $ - $ - $ 379 U.S. Treasury Securities 116,162,094 1,154 - 116,163,248 $ 116,162,473 $ 1,154 $ - $ 116,163,627 | Schedule of fair value of held to maturity securities Carrying Gross Gross Fair Value U.S. Money Market $ 379 $ - $ - $ 379 U.S. Treasury Securities 116,162,094 1,154 - 116,163,248 $ 116,162,473 $ 1,154 $ - $ 116,163,627 |
Summary of changes in carrying value of investment held in Trust Account | Summary of changes in carrying value of investment held in Trust Account Treasury Funds U.S. Money Market U.S. Treasury Securities Carrying value as of January 1, 2021 $ - $ 379 $ 116,162,094 Amortization of interest income through the settlement date on February 4, 2021 - - 7,906 Settlement on February 4, 2021 - 116,170,000 (116,170,000 ) Investment in Treasury Securities - (116,169,721 ) 116,169,721 Amortization of interest income through March 31, 2021 - - 6,212 Carrying value as of March 31, 2021 $ - $ 658 $ 116,175,933 Amortization of interest income through the settlement date on May 6, 2021 - - 4,067 Settlement on May 6, 2021 - 116,180,000 (116,180,000 ) Investment in Treasury Funds 116,180,658 (116,180,658 ) - Interest income earned on Treasury Funds through June 30, 2021 1,122 - - $ 116,181,780 $ - $ - | |
Schedule of assets and liabilities measured at fair value on a recurring basis | Schedule of assets and liabilities measured at fair value on a recurring basis June 30 Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: Investment held in Trust Account $ 116,181,780 $ 116,181,780 $ - $ - $ 116,181,780 $ 116,181,780 $ - $ - Liabilities: Warrant Liability $ 14,400,570 $ 13,340,000 $ - $ 1,060,570 $ 14,400,570 $ 13,340,000 $ - $ 1,060,570 | Schedule of assets and liabilities measured at fair value on a recurring basis December 31, Quoted Significant Significant 2020 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 379 $ 379 $ — $ — U.S. Treasury Securities held in Trust Account 116,162,094 116,162,094 — — $ 116,162,473 $ 116,162,473 $ — $ — Liabilities: Warrant Liability $ 12,372,000 $ — $ — $ 12,372,000 $ 12,372,000 $ — $ — $ 12,372,000 |
Schedule of the fair value of the warrant liability | Schedule of the fair value of the warrant liability Warrant Liability Fair value as of January 1, 2021 $ 12,372,000 Revaluation of warrant liability included in other income within the statement of income for the three months ended March 31, 2021 (3,610,250 ) Fair value as of March 31, 2021 $ 8,761,750 Revaluation of warrant liability included in other expense within the statement of loss for the three months ended June 30, 2021 5,638,820 Fair value as of June 30, 2021 $ 14,400,570 | Schedule of the fair value of the warrant liability Warrant Liability Fair value as of August 20, 2020 $ — Initial fair value of warrant liability upon issuance at IPO 15,380,000 Initial fair value of warrant liability upon issuance at over-allotment 2,260,200 Revaluation of warrant liability included in other income within the statement of income for the period from August 20,2020 (inception) through December 31, 2020 (5,268,200 ) Fair value as of December 31, 2020 $ 12,372,000 |
Schedule of assumption used | Schedule of assumption used Input June 30, December 31, Expected term (years) 5.19 5.59 Expected volatility 28.0 % 29.0 % Risk-free interest rate 0.9 % 0.44 % Annual dividends $ 0.00 $ 0.00 | |
Schedule Fair Value, Asset and Liabilities Measured on Recurring Basis | Schedule Fair Value, Asset and Liabilities Measured on Recurring Basis December 31, Quoted Significant Significant 2020 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 379 $ 379 $ - $ - U.S. Treasury Securities held in Trust Account 116,162,094 116,162,094 - - $ 116,162,473 $ 116,162,473 $ - $ - Liabilities: Warrant Liability $ 12,372,000 $ 11,500,000 $ - $ 872,000 $ 12,372,000 $ 11,500,000 $ - $ 872,000 |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements | |
Schedule of restatement on each financial statement | Schedule of restatement on each financial statement As Previously Reported Adjustment As Restated Balance Sheet at November 3, 2020 Warrant Liability $ — $ 15,380,000 $ 15,380,000 Common stock subject to possible redemption 94,117,880 (15,380,000 ) 78,737,880 Common stock 406 152 558 Additional paid-in capital 5,000,060 853,681 5,853,741 Accumulated deficit $ (461 ) $ (853,833 ) $ (854,294 ) Balance Sheet at December 31, 2020 Warrant Liability $ — $ 12,372,000 $ 12,372,000 Common stock subject to possible redemption, 108,540,654 (12,372,000 ) 96,168,654 Common stock 418 122 540 Additional paid-in capital 5,202,273 (4,295,232 ) 907,041 Retained earnings (accumulated deficit) $ (202,686 ) $ 4,295,110 $ 4,092,424 Statement of Income for the period from August 20, 2020 (inception) through December 31, 2020 Warrant issuance costs $ — $ (973,090 ) $ (973,090 ) Unrealized gain on change in fair value of warrants — 5,268,200 5,268,200 Net (loss) income $ (202,686 ) $ 4,295,110 $ 4,092,424 Basic and diluted weighted average shares outstanding, common stock subject to redemption 4,063,751 (664,066 ) 3,399,685 Basic and diluted net income per share $ 0.00 (0.00 ) 0.00 Basic and diluted weighted average shares outstanding, common stock 3,982,640 664,066 4,646,706 Basic and diluted net (loss) income per share $ (0.05 ) $ 0.93 $ 0.88 Statement of Cash Flows for the period from August 20, 2020 (inception) through December 31, 2020 Cash Flows from Operating Activities: Net (loss) income $ (202,686 ) $ 4,295,110 $ 4,092,424 Unrealized gain on change in fair value of warrants — (5,268,200 ) (5,268,200 ) Warrant issuance costs — 973,090 973,090 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | Schedule of deferred tax assets December 31, Deferred tax asset Organizational costs/Startup expenses $ 29,754 Federal Net Operating loss 12,810 Total deferred tax asset 42,564 Valuation allowance (42,564 ) Deferred tax asset, net of allowance $ — |
Schedule of income tax provision | Schedule of income tax provision December 31, Federal Current $ — Deferred (42,564 ) State Current — Deferred — Change in valuation allowance 42,564 Income tax provision $ — |
Schedule of reconciliation of the federal income tax rate | Schedule of reconciliation of the federal income tax rate Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Permanent Book/Tax Differences (22.0 )% Change in valuation allowance (1.0 )% Income tax provision — % The Company files income tax returns in the U.S. federal jurisdiction in Florida and is subject to examination by the various taxing authorities. |
BUSINESS AND BASIS OF PRESENT_2
BUSINESS AND BASIS OF PRESENTATION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of cash received | Schedule of cash received Instrument Issued Date Amount Series F and F-1 Preferred Stock October 19, 2018 $ 30.0 Series F Preferred Stock November 20, 2018 $ 5.0 Issued in 2018 $ 35.0 Series F Preferred Stock September 20, 2019 $ 8.0 Issued in 2019 $ 8.0 Series G Preferred Stock various $ 22.0 Series H Preferred Stock various $ 10.4 Issued in 2020 $ 32.4 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Schedule of inventory December 31, 2020 2019 Purchased parts and materials $ 4,476 $ 4,848 Work in progress 442 515 Finished goods and consumables 7,101 11,779 Inventory Net $ 12,019 $ 17,142 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment, net | Schedule of property, plant and equipment, net December 31, 2020 2019 Plant, machinery and equipment $ 30,159 $ 28,474 Furnitures and fixtures 705 702 Leasehold improvements 2,469 3,124 Property, Plant and Equipment, Gross 33,333 32,300 Accumulated depreciation (28,500 ) (26,783 ) Property, Plant and Equipment, Net $ 4,833 $ 5,517 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of Intangible assets, net | Schedule of intangible assets Weighted December 31, 2020 Average Gross Carrying Accumulated Amortization Net Internally developed technology 10 $ 7,810 $ (1,627 ) $ 6,183 Customer relationships 6 2,130 (739 ) 1,391 Trademarks 2 720 (720 ) — Non-compete 3 180 (125 ) 55 Total acquired intangible assets $ 10,840 $ (3,211 ) $ 7,629 Weighted December 31, 2020 Average Gross Carrying Accumulated Amortization Net Internally developed technology 10 $ 7,810 $ (846 ) $ 6,964 Customer relationships 6 2,130 (177 ) 1,953 Trademarks 2 720 (390 ) 330 Non-compete 3 180 (65 ) 115 Total acquired intangible assets $ 10,840 $ (1,478 ) $ 9,362 | |
Schedule of estimated amortization expense | Schedule of future amortization expense 2021 $ 1,191 2022 1,136 2023 1,136 2024 1,107 2025 781 Thereafter 2,278 Total $ 7,629 | |
Airspan [Member] | ||
Schedule of Intangible assets, net | Schedule of Intangible assets, net Weighted June 30, 2021 Average Gross Carrying Accumulated Amortization Net Carrying Amount Internally developed technology 10 $ 7,810 $ (2,017 ) $ 5,793 Customer relationships 6 2,130 (917 ) 1,213 Trademarks 2 720 (720 ) - Non-compete 3 180 (155 ) 25 Total acquired intangible assets $ 10,840 $ (3,809 ) $ 7,031 Weighted December 31, 2020 Average Gross Carrying Accumulated Amortization Net Carrying Amount Internally developed technology 10 $ 7,810 $ (1,627 ) $ 6,183 Customer relationships 6 2,130 (739 ) 1,391 Trademarks 2 720 (720 ) - Non-compete 3 180 (125 ) 55 Total acquired intangible assets $ 10,840 $ (3,211 ) $ 7,629 | |
Schedule of estimated amortization expense | Schedule of estimated amortization expense 2021 $ 593 2022 1,136 2023 1,136 2024 1,107 2025 781 Thereafter 2,278 Total $ 7,031 |
OTHER ACCRUED EXPENSES (Tables)
OTHER ACCRUED EXPENSES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of other accrued expenses | Schedule of other accrued expenses December 31, 2020 2019 Accrued payroll and related benefits and taxes $ 6,812 $ 6,192 Accrued royalties 3,401 1,557 Agent and sales commissions 2,501 1,078 Right-of-use lease liability, current portion 2,671 3,397 Tax liabilities 1,967 696 Product warranty liabilities 1,019 981 Accrued 5G small cell costs — 1,367 Manufacturing accruals 1,243 98 Other 2,924 2,068 Other accrued expenses $ 22,538 $ 17,434 | |
Airspan [Member] | ||
Schedule of other accrued expenses | Schedule of other accrued expenses June 30, December 31, Accrued payroll and related benefits and taxes $ 6,875 $ 6,812 Accrued royalties 4,350 3,401 Agent and sales commissions 3,659 2,501 Right-of-use lease liability, current portion 2,945 2,671 Tax liabilities 613 1,967 Product warranty liabilities 1,099 1,019 Marketing accruals 1,092 869 Manufacturing accruals 2,592 1,243 Other 3,026 2,055 Other accrued expenses $ 26,251 $ 22,538 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of long-term debt | Schedule of long term debt December 31, 2020 2019 PPP Loan $ 2,087 $ — Finnish Funding Agency for Technology and Innovation (“Tekes”) 458 410 2,545 410 Less current portion – product development loan (298 ) (272 ) Less accrued interest on product development loan – current (160 ) (138 ) Total long-term debt $ 2,087 $ — | |
Schedule of Maturities of Long-term Debt | Schedule of Maturities of Long-term Debt Senior Subordinated Subordinated Long-Term Term Loan Debt Term Loan Debt Total 2021 $ — $ 10,065 $ — $ 298 $ 10,363 2022 — — — 2,087 2,087 2023 — — — — — 2024 44,025 — — — 44,025 2025 — — 34,756 — 34,756 Thereafter — — — — — Total $ 44,025 $ 10,065 $ 34,756 $ 2,385 $ 91,231 Unamortized debt issuance costs (5,794 ) — — — (5,794 ) Unamortized purchase discount (1,397 ) — — — (1,397 ) Total Debt $ 36,834 $ 10,065 $ 34,756 $ 2,385 $ 84,040 | |
Airspan [Member] | ||
Schedule of long-term debt | Schedule of long-term debt June 30, December 31, PPP Loan $ - $ 2,087 Finnish Funding Agency for Technology and Innovation (“Tekes”) 443 458 443 2,545 Less current portion – product development loan (288 ) (298 ) Less accrued interest on product development loan – current (155 ) (160 ) Total long-term debt $ - $ 2,087 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of Fair Value of Financial Instruments | Schedule of Financial Instruments Level in December 31, 2020 December 31, 2019 Fair Value Carrying Fair Carrying Fair Hierarchy Amount Value Amount Value Assets: Cash and cash equivalents 1 $ 18,196 $ 18,196 $ 2,877 $ 2,877 Restricted cash 1 422 422 136 136 Cash and investment in severance benefit accounts 1 3,567 3,567 3,296 3,296 Liabilities: Line of credit 2 — — 32,822 32,822 Subordinated term loan 2 34,756 24,327 31,762 31,917 Subordinated convertible debt 2 — — 33,057 32,901 Subordinated debt 2 10,065 6,624 — — Senior term loan (a) 2 36,834 37,948 — — Long-term debt 2 2,087 2,087 — — Warrants (b) 3 7,632 7,632 787 787 | |
Airspan [Member] | ||
Schedule of Fair Value of Financial Instruments | Schedule of Fair Value of Financial Instruments Level in June 30, 2021 December 31, 2020 Fair Value Carrying Fair Carrying Fair Hierarchy Amount Value Amount Value Assets: Cash and cash equivalents 1 12,208 12,208 18,196 18,196 Restricted cash 1 187 187 422 422 Cash and investment in severance benefit accounts 1 3,516 3,516 3,567 3,567 Liabilities: Subordinated term loan 2 36,325 34,756 24,327 Subordinated debt 2 10,316 10,065 6,624 Senior term loan 2 38,895 36,834 37,948 Long-term debt 2 - - 2,087 2,087 Warrants (a) 3 12,291 12,291 7,632 7,632 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 2020 2019 Assets Operating lease assets Right-of-use lease asset, net (1) $ 7,882 $ 10,032 Total leased assets $ 7,882 $ 10,032 Liabilities Current Operating Other accrued expenses $ 2,671 $ 3,397 Noncurrent Operating Other long-term liabilities 5,424 6,900 Total lease liabilities $ 8,095 $ 10,297 |
Schedule of lease components | Schedule of lease components Year Ended December 31, Lease Cost Classification 2020 2019 Operating lease cost General and administrative $ 3,412 $ 3,047 Amortization of right of use assets General and administrative 2,842 2,775 Interest on lease liabilities General and administrative 555 722 Total lease cost $ 6,809 $ 6,544 |
Schedule of future minimum lease payments for assets | Schedule of future minimum lease payments for assets 2021 $ 2,695 2022 2,194 2023 1,920 2024 1,935 2025 342 Thereafter — Total lease payments 9,086 Less: Interest (991 ) Present value of lease liabilities $ 8,095 |
Schedule of weighted average remaining lease term | Schedule of weighted average remaining lease term Weighted Average Remaining Lease Term (Years) December 31, 2020 Operating leases 3.61 Average Discount Rate Operating leases 6.53 |
COMMON STOCK AND CONVERTIBLE _2
COMMON STOCK AND CONVERTIBLE PREFERRED STOCK (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of Convertible preferred stock | Schedule of Convertible preferred stock Series Shares Authorized Shares issued and outstanding 12/31/2020 Shares issued and outstanding 12/31/2019 Convertible Preferred Stock Series B 72,123 — 72,123 Series B-1 72,123 72,123 — Series C 416,667 — 416,667 Series C-1 416,667 416,667 — Series D 2,142,050 1,080,993 1,450,993 Series D-1 487,805 325,203 325,203 Series D-2 2,142,050 370,000 — Senior Convertible Preferred Stock Series E 1,008,742 615,231 615,231 Series E-1 659,310 393,511 393,511 Series F 398,401 352,076 352,076 Series F-1 46,325 46,325 46,325 Series G 740,987 740,987 — Series G-1 202,100 — — Series H 487,806 168,288 — 9,293,156 4,581,404 3,672,129 | |
Schedule of issuance of convertible preferred stock | Schedule of issuance of convertible preferred stock Description Shares Issued Issuance Price Conversion Rate (1) Voting (2) Liquidation Preference (in thousands) Convertible Preferred Stock Series B-1 72,123 $ 807.00 1.0 — $ 58,203 Series C-1 416,667 $ 24.00 1.0 — $ 10,000 Series D 1,080,993 $ 61.50 1.0 1.00 $ 66,481 Series D-1 325,203 $ 61.50 1.0 — $ 20,000 Series D-2 370,000 $ 61.50 1.0 — $ 22,755 Senior Convertible Preferred Stock Series E 615,231 $ 91.00 1.04 1.04 $ 55,989 Series E-1 393,511 $ 91.00 1.04 — $ 35,811 Series F 352,076 $ 107.93 1.755 1.755 $ 38,000 Series F-1 46,325 $ 107.93 1.755 — $ 5,000 Series G 740,987 $ 61.50 1.0 * 1.00 $ 113,927 Series H 168,288 $ 61.50 1.0 1.00 $ 10,350 * The Series G and G-1 Convertible Preferred Stock have special conversion rights in connection with an IPO or a SPAC merger whereby the Series G Convertible Preferred Stock shall receive shares to at least 2.5 times the amount paid for each preferred share. | |
Schedule of Warrants issued and outstanding | Schedule of warrants issued and outstanding Warrants Outstanding Series D Series D-1 Series H Outstanding as of December 31, 2018 203,252 162,601 — Issuance of warrants — — — Outstanding as of December 31, 2019 203,252 162,601 — Issuance of warrants — — 139,428 Outstanding as of December 31, 2020 203,252 162,601 139,428 | |
Schedule of fair value of warrant liability | Schedule of fair value of warrant liability Warrant Liability (in thousands) Series D-1 Series H Total As of December 31, 2018 $ 2,272 $ — $ 2,272 (Decrease) in fair value (1,508 ) — (1,508 ) As of December 31, 2019 764 — 764 Fair value of warrants at issuance — 3,523 3,523 (Decrease) increase in fair value 3,345 — 3,345 As of December 31, 2020 $ 4,109 $ 3,523 $ 7,632 | |
Schedule of reserved shares of common stock for future | Schedule of reserved shares of common stock for future Shares reserved for Shares Future grants 2,660,533 Convertible preferred stock 4,918,446 Warrants 505,282 Options under employee stock plans 1,246,080 Total common stock reserved for future issuance 9,330,341 | |
Airspan [Member] | ||
Schedule of Convertible preferred stock | Schedule of Convertible preferred stock Series Shares Authorized Shares issued and outstanding 6/30/2021 Shares issued and outstanding 12/31/2020 Convertible Preferred Stock Series B 72,123 - - Series B-1 72,123 72,123 72,123 Series C 416,667 - - Series C-1 416,667 416,667 416,667 Series D 2,142,050 1,080,993 1,080,993 Series D-1 487,805 325,203 325,203 Series D-2 2,142,050 370,000 370,000 Senior Convertible Preferred Stock Series E 1,008,742 615,231 615,231 Series E-1 659,310 393,511 393,511 Series F 398,401 352,076 352,076 Series F-1 46,325 46,325 46,325 Series G 740,987 740,987 740,987 Series G-1 202,100 - - Series H 487,806 181,294 168,288 9,293,156 4,594,410 4,581,404 | |
Schedule of Warrants issued and outstanding | Schedule of Warrants issued and outstanding Warrants Outstanding Series D Series D-1 Series H Outstanding as of December 31, 2020 203,252 162,601 139,428 Issuance of warrants - - 6,503 Warrants expired (203,252 ) - - Outstanding as of June 30, 2021 - 162,601 145,931 | |
Schedule of fair value of warrant liability | Schedule of fair value of warrant liability Warrant Liability (in thousands) Series D-1 Series H Total As of December 31, 2020 $ 4,109 $ 3,523 $ 7,632 Fair value of warrants at issuance - 142 142 Increase in fair value 3,541 976 4,517 As of June 30, 2021 $ 7,650 $ 4,641 $ 12,291 | |
Schedule of Issuances of Convertible Preferred Stock | Schedule of Issuances of Convertible Preferred Stock Description Shares Issued Issuance Price Conversion Rate Voting Rate Liquidation Preference (in thousands) Convertible Preferred Stock Series B-1 72,123 $ 807.00 1.0 - $ 58,203 Series C-1 416,667 $ 24.00 1.0 - $ 10,000 Series D 1,080,993 $ 61.50 1.0 1.00 $ 66,481 Series D-1 325,203 $ 61.50 1.0 - $ 20,000 Series D-2 370,000 $ 61.50 1.0 - $ 22,755 Senior Convertible Preferred Stock Series E 615,231 $ 91.00 1.04 1.04 $ 55,989 Series E-1 393,511 $ 91.00 1.04 - $ 35,811 Series F 352,076 $ 107.93 1.755 1.755 $ 38,000 Series F-1 46,325 $ 107.93 1.755 - $ 5,000 Series G 740,987 $ 61.50 1.0 * 1.00 $ 113,927 Series H 181,294 $ 61.50 1.0 1.00 $ 11,150 * The Series G and G-1 Convertible Preferred Stock have special conversion rights in connection with an initial public offering or a SPAC merger whereby the Series G Convertible Preferred Stock shall receive shares to at least 2.5 times the amount paid for each preferred share. |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of common stock options | Schedule of all common stock options Number of Shares Weighted Average Exercise Price Outstanding, January 1, 2019 693,307 $ 18.29 Granted 218,482 31.26 Forfeited (23,168 ) 23.33 Outstanding, December 31, 2019 888,621 $ 21.35 Granted 178,128 22.86 Exercised (a) (275 ) 5.60 Forfeited (107,692 ) 10.30 Outstanding, December 31, 2020 958,782 $ 22.88 Exercisable, December 31, 2020 (b) 581,233 $ 20.21 | |
Schedule of common stock options outstanding | Schedule of common stock options outstanding Outstanding Options Options Exercisable Exercise Price Ranges Number of Weighted Average Remaining Number of Weighted Average $4.01 – $14.61 226,098 $ 12.96 3.85 226,098 $ 12.96 $15.32 – $16.24 65,873 $ 15.40 4.65 65,873 $ 15.40 $19.37 108,343 $ 19.37 6.32 99,314 $ 19.37 $22.86 175,542 $ 22.86 9.13 — $ — $29.85 66,469 $ 29.85 7.35 43,283 $ 29.85 $31.26 316,457 $ 31.26 8.09 146,665 $ 31.26 958,782 $ 22.88 6.79 581,233 $ 20.21 | |
Schedule of common stock reserved for future issuance under employee stock plans | Schedule of common stock reserved for future issuance under employee stock plans Number of Shares Total options available to be granted 287,298 Total options outstanding 958,782 Total common stock reserved for future issuance under employee stock plans 1,246,080 | |
Schedule of summarizes share-based compensation expense | Schedule of share based compensation expense 2020 2019 2018 Research and development $ 854 $ 759 $ 211 Sales and marketing 561 374 208 General and administrative 1,172 697 414 Cost of sales 56 49 38 Total share-based compensation $ 2,643 $ 1,879 $ 871 | |
Schedule of weighted average assumptions | Schedule of weighted average assumptions Years ended December 31, 2020 2019 2018 Risk-free interest rate 0.55 % 1.96 % 2.75 % Expected average years until exercised 5 5 5 Expected dividend yield — — — Expected volatility 68.00 % 61.00 % 61.00 % | |
Airspan [Member] | ||
Schedule of common stock options | Schedule of common stock options Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, December 31, 2020 958,782 $ 22.88 6.79 Granted (a) 77,256 36.30 - Exercised (2,200 ) (31.26 ) - Forfeited (15,713 ) (20.67 ) - Outstanding, June 30, 2021 (b) 1,018,125 $ 23.91 6.52 Exercisable, June 30, 2021 (c) 680,409 $ 21.17 5.62 (a) The weighted average grant-date fair value of options granted during the six months ending June 30, 2021 was $24.27 per share. (b) The aggregate intrinsic value of all options outstanding as of June 30, 2021 was $14.3 million. (c) The aggregate intrinsic value of all vested/exercisable options as of June 30, 2021 was $11.5 million. | |
Schedule of common stock reserved for future issuance under employee stock plans | Schedule of common stock reserved for future issuance under employee stock plans Plans Number of Shares Total options available to be granted 221,323 Total options outstanding 1,018,125 Total common stock reserved for future issuance under employee stock plans 1,239,448 | |
Schedule of summarizes share-based compensation expense | Schedule of summarizes share-based compensation expense Three Months Ended Six Months Ended June 30, 2021 2020 2021 2020 Research and development $ 254 $ 200 $ 468 $ 399 Sales and marketing 196 104 336 206 General and administrative 363 179 656 358 Cost of sales 14 12 28 24 Total share-based compensation $ 827 $ 495 $ 1,488 $ 987 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of basic and diluted net loss per share | Schedule of earning per share For the Three For the Six Months Ended Months Ended June 30, June 30, Common stock subject to possible redemption Numerator: Net income allocable to common stock subject to possible redemption amortized interest income on marketable securities held in trust $ 3,151 $ 11,723 Less: interest available to be withdrawn for payment of taxes (3,151 ) (11,723 ) Net income allocable to common stock subject to possible redemption $ - $ - Denominator: Weighted average redeemable common stock, basic and diluted 9,822,956 9,673,135 Basic and diluted net income per share, redeemable common stock $ 0.00 $ 0.00 Non-redeemable common stock Numerator: Net loss minus redeemable net earnings Net loss $ (7,705,427 ) $ (4,662,223 ) Redeemable net earnings - - Non-redeemable net loss $ (7,705,427 ) $ (4,662,223 ) Denominator: Weighted average non-redeemable common stock, basic and diluted 5,097,044 5,246,865 Basic and diluted net loss per share, common stock $ (1.51 ) $ (0.89 ) | Schedule of earning per share For the Period from August 20, through December 31, Common stock subject to possible redemption Numerator: Net income allocable to common stock subject to possible redemption Amortized Interest income on marketable securities held in trust $ 7,960 Less: interest available to be withdrawn for payment of taxes (7,960 ) Net income allocable to common stock subject to possible redemption $ — Denominator: Weighted Average Redeemable common stock Redeemable Common Stock, Basic and Diluted 3,399,685 Basic and Diluted net income per share, Redeemable Common Stock $ 0.00 Non-Redeemable Common Stock Numerator: Net Income minus Redeemable Net Earnings Net Income $ 4,092,424 Redeemable Net Earnings — Non-Redeemable Net Income $ 4,092,424 Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, common stock 4,646,706 Basic and diluted net income per share, common stock $ 0.88 |
Schedule of anti-dilutive net loss per share | Schedule of computation of diluted net loss per share Years Ended December 31, 2020 2019 Stock options outstanding (a) 958,782 888,621 Non-vested shares of restricted stock 68,557 14,200 Preferred stock and warrants (b): Convertible Preferred Stock Series B — 72,123 Series B-1 72,123 — Series C — 416,667 Series C-1 416,667 — Series D 1,080,993 1,450,993 Series D-1 325,203 325,203 Series D-2 370,000 — Senior Convertible Preferred Stock Series E 615,231 615,231 Series E-1 393,511 393,511 Series F 352,076 352,076 Series F-1 46,325 46,325 Series G 740,987 — Series H 168,288 — Warrants Series D and D-1 warrants 365,854 365,854 Series H warrants 139,428 — | |
Airspan [Member] | ||
Schedule of basic and diluted net loss per share | Schedule of basic and diluted net loss per share Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator: Net loss $ (10,418 ) $ (11,053 ) $ (23,967 ) $ (24,068 ) Denominator - basic and diluted: Weighted average common shares outstanding 670,043 669,534 669,839 669,534 Net loss per share - basic and diluted $ (15.55 ) $ (16.51 ) $ (35.78 ) $ (35.95 ) | Schedule of computation of basic and diluted net loss per share Years Ended December 31, 2020 2019 2018 Numerator: Net loss $ (25,643 ) $ (51,981 ) $ (35,292 ) Denominator – basic and diluted: Weighted average common shares outstanding 669,534 669,534 254,679 Net loss per share – basic and diluted $ (38.30 ) $ (77.64 ) $ (138.57 ) |
Schedule of anti-dilutive net loss per share | Schedule of anti-dilutive net loss per share Three Months Ended Six Months Ended 2021 2020 2021 2020 Stock options outstanding (a) 1,018,125 980,946 1,018,125 980,946 Non-vested shares of restricted stock 72,989 68,557 72,989 68,557 Preferred stock and warrants (b): Convertible Preferred Stock Series B — 72,123 — 72,123 Series B-1 72,123 — 72,123 — Series C — 416,667 — 416,667 Series C-1 416,667 — 416,667 — Series D 1,080,993 1,450,993 1,080,993 1,450,993 Series D-1 325,203 325,203 325,203 325,203 Series D-2 370,000 — 370,000 — Senior Convertible Preferred Stock Series E 615,231 615,231 615,231 615,231 Series E-1 393,511 393,511 393,511 393,511 Series F 352,076 352,076 352,076 352,076 Series F-1 46,325 46,325 46,325 46,325 Series G 740,987 464,566 740,987 464,566 Series H 181,294 — 181,294 — Warrants Series D and D-1 warrants 162,602 585,624 162,602 585,624 Series H warrants 145,931 — 145,931 — (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 preferred stock and warrants referred to in Note [11] 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, 2020 | |
Schedule of net operating loss carry forwards | Schedule of net operating loss carry forwards Country NOL Carryforwards Expiry Terms U.K. $ 256,666 Does not expire U.S. 182,531 Expires in up to 17 years U.S. 15,425 Does not expire Australia 5,220 Does not expire Israel 254,288 Does not expire Finland 858 Expires in up to 7 years Other 1,999 Expires in up to 5 years |
Schedule of company’s deferred tax assets | Schedule of deferred tax assets December 31, Deferred tax asset Organizational costs/Startup expenses $ 29,754 Federal Net Operating loss 12,810 Total deferred tax asset 42,564 Valuation allowance (42,564 ) Deferred tax asset, net of allowance $ — |
Schedule of reconciliation of income taxes | Schedule of reconciliation of the federal income tax rate Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Permanent Book/Tax Differences (22.0 )% Change in valuation allowance (1.0 )% Income tax provision — % The Company files income tax returns in the U.S. federal jurisdiction in Florida and is subject to examination by the various taxing authorities. |
Airspan [Member] | |
Schedule of company’s deferred tax assets | Schedule of company’s deferred tax assets Years Ended December 31, 2020 2019 2018 Net operating loss carryforwards $ 145,355 $ 143,439 $ 128,823 Fixed assets 2,539 2,830 2,507 R&D Amortization 6,393 7,296 6,348 Accruals and reserves 8,238 1,096 1,094 R&D and Other Credits 4,191 — — Share-based compensation 2,306 1,742 1,678 Total deferred tax assets 169,022 156,403 140,450 Intangible assets (1,395 ) (2,158 ) (2,600 ) Total deferred tax liabilities (1,395 ) (2,158 ) (2,600 ) Valuation allowance (167,627 ) (154,245 ) (137,850 ) Total deferred tax assets, net $ — $ — $ — |
Schedule of reconciliation of income taxes | Schedule of reconciliation of income taxes Years Ended December 31, 2020 2019 2018 Expected income tax benefit at U.S. rates $ 5,549 $ 12,361 $ 8,695 Difference between U.S. rate and rates applicable to subsidiaries in other jurisdictions (301 ) (930 ) (549 ) Expenditures not deductible for tax purposes (43 ) (136 ) (761 ) Acquired net operating losses (a) — — 25,028 Tax rate changes outside the U.S. — 5,368 — Expiry of foreign taxable losses 6,218 — (363 ) Other 502 (742 ) (2,072 ) Valuation allowance on tax benefits (13,385 ) (16,395 ) (30,422 ) UK R&D tax credits 2,242 — 696 Income tax benefit (expense) $ 782 $ (474 ) $ 252 |
GEOGRAPHICAL INFORMATION (Table
GEOGRAPHICAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Geographical Information | |
Schedule of revenue by geographical market | Schedule of revenue by geographical market Years Ended December 31, 2020 2019 2018 United States $ 41,338 105,316 182,550 Other North America and Canada 1,361 222 1,321 Total United States and Canada $ 42,699 $ 105,538 $ 183,871 India 41,467 16,588 6,978 Japan 64,228 16,695 3,246 Other Asia 1,961 5,057 16,137 Total Asia 107,656 38,340 16,137 Europe 8,054 9,676 8,510 Africa and the Middle East 7,105 7,295 1,646 Latin America and the Caribbean 7,441 5,182 587 Total revenue $ 172,955 $ 166,031 $ 210,751 |
Schedule of loss before income tax related to U.S. and foreign operations | Schedule of loss before income tax related to U.S. and foreign operations Years Ended December 31, 2020 2019 2018 Loss before income tax related to U.S. operations $ (15,581 ) $ (3,885 ) $ (7,973 ) Loss before income tax related to foreign operations (10,844 ) (47,622 ) (27,571 ) Loss before income tax $ (26,425 ) $ (51,507 ) $ (35,544 ) Net loss related to U.S. operations $ (15,553 ) $ (3,857 ) $ (8,024 ) Net loss related to foreign operations (10,090 ) (48,124 ) (27,268 ) Net loss $ (25,643 ) $ (51,981 ) $ (35,292 ) |
Schedule of long-lived assets and total assets by geographic region | Schedule of long-lived assets and total assets by geographic region As of December 31, 2020 2019 Property, plant and equipment, net: United States $ 773 $ 1,246 Asia 581 482 Europe 2,818 3,094 Middle East 642 646 Other 19 49 $ 4,833 $ 5,517 Other non-current assets: United States 113 11 Europe 152 147 Middle East 3,572 3,299 3,837 3,457 Total long-lived assets $ 8,670 $ 8,974 Total assets, net: United States $ 79,622 $ 60,285 Asia 6,482 7,452 Europe 21,927 25,495 Middle East 39,530 17,092 Other 121 206 $ 147,682 $ 110,530 |
EQUITY METHOD INVESTMENT (Table
EQUITY METHOD INVESTMENT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of unconsolidated subsidiary | Schedule of unconsolidated subsidiary 2020 2019 2018 Income statement data – year ended December 31, Revenues $ 1,008 $ — $ — Gross profit 1,008 — — Loss from operations (5,925 ) (26,137 ) (11,503 ) Net loss (6,031 ) (25,136 ) (10,051 ) |
Schedule of unconsolidated subsidiary balance sheet | Schedule of unconsolidated subsidiary balance sheet 2020 2019 Balance sheet data – as of December 31, Current assets $ 23,172 $ 39,588 Noncurrent assets 51,872 52,121 Current liabilities 2,391 10,485 Noncurrent liabilities 117,150 119,690 |
VALUATION AND QUALIFYING ACCO_2
VALUATION AND QUALIFYING ACCOUNTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule of valuation and qualifying accounts | Schedule of valuation and qualifying accounts Year Description Balance at Additions Charged Write-offs/ (1) Balance at 2020 Allowance for doubtful accounts $ 2,032 $ 5 $ (1,663 ) $ 374 Reserve for inventory valuation $ 13,640 $ 1,996 $ (2,432 ) $ 13,204 2019 Allowance for doubtful accounts $ 2,329 $ 62 $ (359 ) $ 2,032 Reserve for inventory valuation $ 11,861 $ 2,537 $ (758 ) $ 13,640 2018 Allowance for doubtful accounts $ 1,960 $ 752 $ (383 ) $ 2,329 Reserve for inventory valuation $ 9,075 $ 1,895 $ 891 $ 11,861 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of contracts with customers asset and liability | Schedule of contract asset and liability balances from contracts with customers Contracts Contracts Balance as of December 31, 2019 $ 11,823 $ 10,035 Balance as of December 31, 2020 5,361 7,521 Change $ 6,462 $ 2,514 | |
Schedule of revenues from contract liability | Schedule of revenues from contract liability Year Ended December 31, 2020 2019 Amounts included in the beginning of year contract liability balance $ 3,576 $ 2,407 | |
Schedule of product warranty liabilities | Schedule of product warranty liabilities December 31, 2020 2019 Balance, beginning of period $ 981 $ 1,609 Accruals 826 824 Settlements (788 ) (1,452 ) Balance, end of period $ 1,019 $ 981 | |
Airspan [Member] | ||
Schedule of revenue | Schedule of revenue Three Months Ended Six Months Ended 2021 2020 2021 2020 Products sales $ 34,458 $ 15,633 $ 72,512 $ 33,892 Non-recurring engineering (“NRE”) 4,771 5,387 6,896 8,652 Product maintenance contracts 327 2,901 3,252 5,797 Professional service contracts 1,909 2,940 3,795 5,629 Software licenses 527 728 1,114 949 Other 56 204 414 452 Total revenue $ 42,048 $ 27,793 $ 87,983 $ 55,371 | |
Schedule of contracts with customers asset and liability | Schedule of contracts with customers asset and liability Contracts Contracts Balance as of December 31, 2020 $ 5,361 $ 7,521 Balance as of June 30, 2021 11,917 4,729 Change $ 6,556 $ (2,792 ) | |
Schedule of revenues from contract liability | Schedule of revenues from contract liability Three Months Ended Six Months Ended 2021 2020 2021 2020 Amounts included in the beginning of year contract liability balance $ 877 $ 422 $ 4,427 $ 1,814 | |
Schedule of product warranty liabilities | Schedule of product warranty liabilities Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Balance, beginning of period $ 1,019 $ 986 $ 1,019 $ 981 Accruals 168 150 260 181 Settlements (88 ) (169 ) (180 ) (195 ) Balance, end of period $ 1,099 $ 967 $ 1,099 $ 967 |
ORGANIZATION AND BUSINESS OPE_2
ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | Nov. 12, 2020 | Nov. 09, 2020 | Nov. 03, 2020 | Dec. 31, 2020 | Jun. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from private placement | $ 5,450,000 | ||||
Cash placed in a trust account | 116,150,000 | ||||
Transaction costs | 6,731,655 | $ 6,731,655 | |||
Underwriting discount | $ 2,000,000 | 2,300,000 | 2,300,000 | ||
Deferred underwriting commissions | 4,025,000 | 4,025,000 | |||
Other Offering costs | $ 406,655 | $ 406,655 | |||
Percentage of asset held in trust account | 80.00% | 80.00% | |||
Business combination, percentage of voting securities | 50.00% | 50.00% | |||
Sale of the founder shares | $ 25,000 | $ 25,000 | |||
Advances | 120,000 | ||||
Cash | 1,184,215 | 68,386 | |||
Working capital deficiency | $ 1,249,774 | ||||
Tax obligation, maximum amount | $ 100,000 | ||||
Sponsor [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of units per share | $ 10 | ||||
IPO [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of units in initial public offering | 10,000,000 | ||||
Sale of units per share | $ 10 | ||||
Sale of units in initial public offering aggragate amount | $ 100,000,000 | ||||
Private Placement [Member] | Sponsor [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of units in initial public offering | 500,000 | ||||
Sale of units per share | $ 10 | ||||
Sale of units in initial public offering aggragate amount | $ 450,000 | $ 15,000,000 | $ 5,000,000 | ||
Number of Over-Allotment Units | 500,000 | 1,000,000 | |||
Proceeds from private placement | $ 15,000,000 | ||||
Deferred underwriting fees | 300,000 | ||||
Underwriting discount | $ 300,000 | $ 300,000 | |||
Private Placement [Member] | Sponsors [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of units in initial public offering | 45,000 | ||||
Sale of units per share | $ 10 | ||||
Proceeds from private placement | $ 450,000 | ||||
Purchase price | $ 10 | ||||
Over-Allotment Option [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of units in initial public offering | 1,500,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Common stock subject to possible redemption | ||||||
Numerator: Net income allocable to common stock subject to possible redemption amortized interest income on marketable securities held in trust | $ 3,151 | $ 11,723 | ||||
Less: interest available to be withdrawn for payment of taxes | (3,151) | (11,723) | ||||
Net income allocable to common stock subject to possible redemption | 0 | 0 | ||||
Denominator: Weighted average redeemable common stock, basic and diluted | $ 9,822,956 | $ 9,673,135 | ||||
Basic and Diluted net income per share, Redeemable Common Stock | $ 0 | $ 0 | $ 0 | |||
Numerator: Net Income minus Redeemable Net Earnings | ||||||
Net Income | $ (7,705,427) | $ 4,092,424 | $ (4,662,223) | |||
Redeemable Net Earnings | 0 | 0 | ||||
Non-Redeemable Net Income | $ (7,705,427) | $ 4,092,424 | $ (4,662,223) | |||
Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, common stock | 5,097,044 | 4,646,706 | 5,246,865 | 669,534 | 669,534 | 254,679 |
Basic and diluted net loss per share, common stock | $ (1.51) | $ (0.89) | ||||
Numerator: Net income allocable to common stock subject to possible redemption Amortized Interest income on marketable securities held in trust | $ 7,960 | |||||
Less: interest available to be withdrawn for payment of taxes | (7,960) | |||||
Net income allocable to common stock subject to possible redemption | $ 0 | $ 4,662,223 | ||||
Denominator: Weighted Average Redeemable common stock Redeemable Common Stock, Basic and Diluted | 9,822,956 | 3,399,685 | 9,673,135 | |||
Basic and diluted net income per share, common stock | $ 0.88 | |||||
Cash and cash equivalents | $ 18,196 | $ 18,196 | $ 2,877 | $ 5,553 | ||
Restricted cash | 422 | 422 | 136 | 1,450 | ||
Total cash, cash equivalents and restricted cash shown in the statement of cash flows | 18,618 | 18,618 | 3,013 | $ 7,003 | ||
Deferred underwriting fee | ||||||
Numerator: Net Income minus Redeemable Net Earnings | ||||||
Restricted cash | 298 | 298 | 13 | |||
PaymentsOfOfferingCosts | ||||||
Numerator: Net Income minus Redeemable Net Earnings | ||||||
Restricted cash | $ 124 | $ 124 | $ 123 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 4 Months Ended | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 03, 2020 | |
Property, Plant and Equipment [Line Items] | ||||||
Cash equivalents | $ 0 | $ 0 | $ 0 | |||
Cash, FDIC amount | $ 250,000 | $ 250,000 | $ 250,000 | |||
Common stock subject to possible redemption | 9,521,649 | 9,060,042 | 9,521,649 | |||
Warrant issued | 12,045,000 | 12,045,000 | ||||
Offering costs | $ 6,731,655 | $ 6,731,655 | ||||
Underwriting discount | 2,300,000 | $ 2,300,000 | 2,300,000 | $ 2,000,000 | ||
Deferred underwriting commissions | 4,025,000 | 4,025,000 | 4,025,000 | |||
Other Offering costs | 406,655 | $ 406,655 | ||||
Unrecognized tax benefits | 0 | 0 | ||||
Accounts receivable | $ 11,500,000 | 11,500,000 | $ 73,000,000 | $ 152,700,000 | ||
Loss | 22,000 | 1,500,000 | 3,300,000 | |||
Airspan [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Foreign currency gain losses | $ 200,000 | $ 600,000 | $ 100,000 | |||
Property, Plant and Equipment [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
useful life | over 2 to 5 years | |||||
Furniture and Fixtures [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
useful life | over 4 to 5 years | |||||
Leasehold Improvements [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
useful life | over lesser of the minimum lease term or the useful life |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | Nov. 12, 2020 | Nov. 09, 2020 | Nov. 03, 2020 | Dec. 31, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from initial public offering | $ 112,700,000 | ||||
Sponsor [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of units per share | $ 10 | ||||
IPO [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of units in initial public offering | 10,000,000 | ||||
Sale of units per share | $ 10 | ||||
Warrants exercise price share | $ 11.50 | ||||
Sale of units in initial public offering aggragate amount | $ 100,000,000 | ||||
Proceeds from initial public offering | $ 116,150,000 | ||||
Private Placement [Member] | Sponsor [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of units in initial public offering | 500,000 | ||||
Sale of units per share | $ 10 | ||||
Number of Over-Allotment Units | 500,000 | 1,000,000 | |||
Sale of units in initial public offering aggragate amount | $ 450,000 | $ 15,000,000 | $ 5,000,000 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - USD ($) | Nov. 12, 2020 | Nov. 09, 2020 | Nov. 03, 2020 |
Sponsor [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units per share | $ 10 | ||
Private Placement [Member] | Sponsor [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering | 500,000 | ||
Sale of units per share | $ 10 | ||
Sale of units in initial public offering aggragate amount | $ 450,000 | $ 15,000,000 | $ 5,000,000 |
Sale of additional units | 45,000 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering | 10,000,000 | ||
Sale of units per share | $ 10 | ||
Sale of units in initial public offering aggragate amount | $ 100,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Nov. 02, 2020 | Nov. 30, 2020 | Oct. 20, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||||||||||
Number of shares issued | $ 25,000 | |||||||||
Share Price | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | |||||
Repayment of Promissory Note | $ 120,000 | |||||||||
Unpaid administrative service fees | $ 10,000 | |||||||||
Working Capital Loans | $ 1,500,000 | $ 1,500,000 | ||||||||
Related Party Extension Loans Description | Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate its initial Business Combination to be extended, the Company’s Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $1,000,000, or $1,150,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case, up to an aggregate of $2,000,000 or $2,300,000 if the underwriters’ over-allotment option is exercised in full) on or prior to the date of the applicable deadline, for each three month extension. Any such payments would be made in the form of a non-interest bearing loan | Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate its initial Business Combination to be extended, the Company’s Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $1,000,000, or $1,150,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case, up to an aggregate of $2,000,000 or $2,300,000 if the underwriters’ over-allotment option is exercised in full) on or prior to the date of the applicable deadline, for each three month extension. Any such payments would be made in the form of a non-interest bearing loan | ||||||||
Monthly fee for office space, utilities and administrative support | $ 30,000 | $ 60,000 | ||||||||
Administrative Service Fee | $ 20,000 | |||||||||
Outstanding note receivable | 87,000 | $ 87,000 | $ 87,000 | $ 87,000 | ||||||
Repaymentt of notes | 43,000 | $ 43,000 | ||||||||
Airspan [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Outstanding note receivable | 87 | $ 87 | 87 | 87 | 87 | |||||
Repaymentt of notes | $ 43 | |||||||||
Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares issued, shares | 2,156,250 | |||||||||
Number of shares issued | $ 25,000 | |||||||||
Share Price | $ 0.012 | |||||||||
Divisend description | Company effected a stock dividend resulting in its Sponsor holding 2,875,000 founder shares, representing an adjusted purchase price of approximately $0.009 per share. The founder shares, after giving effect to the stock dividend, include an aggregate of up to 375,000 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full | |||||||||
Number of shares forfeited | 375,000 | |||||||||
Principal amount | $ 200,000 | $ 200,000 | $ 200,000 | 200,000 | ||||||
Maturity date | Dec. 31, 2020 | |||||||||
Repayment of Promissory Note | $ 120,000 | |||||||||
Monthly fee for office space, utilities and administrative support | $ 10,000 | |||||||||
Divisend description | Company effected a stock dividend resulting in its Sponsor holding 2,875,000 founder shares, representing an adjusted purchase price of approximately $0.009 per share. The founder shares, after given effect to the stock dividend, include an aggregate of up to 375,000 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full |
RECURRING FAIR VALUE MEASUREM_3
RECURRING FAIR VALUE MEASUREMENTS (Details) - USD ($) | 4 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||||
Carrying Value/Amortized Cost | $ 116,162,473 | $ 116,162,473 | ||
Gross Unrealized Gains | 1,154 | 1,154 | ||
Gross Unrealized Losses | 0 | 0 | ||
Fair Value | 116,163,627 | 116,181,780 | 116,163,627 | |
U S Treasury Funds [Member] | ||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||||
Carrying Value/Amortized Cost | 0 | 116,181,780 | 0 | $ 0 |
Gross Unrealized Gains | 0 | |||
Gross Unrealized Losses | 0 | |||
Fair Value | 116,181,780 | |||
U S Money Market [Member] | ||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||||
Carrying Value/Amortized Cost | 379 | 0 | 379 | 658 |
Gross Unrealized Gains | 0 | 0 | ||
Gross Unrealized Losses | 0 | 0 | ||
Fair Value | 379 | 379 | ||
US Treasury Securities [Member] | ||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||||
Carrying Value/Amortized Cost | 116,162,094 | $ 0 | 116,162,094 | $ 116,175,933 |
Gross Unrealized Gains | 1,154 | 1,154 | ||
Gross Unrealized Losses | 0 | 0 | ||
Fair Value | $ 116,163,248 | $ 116,163,248 |
RECURRING FAIR VALUE MEASUREM_4
RECURRING FAIR VALUE MEASUREMENTS (Details 1) - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Carrying value at beginning | $ 116,162,473 | |
U S Treasury Funds [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Carrying value at beginning | $ 0 | 0 |
Amortization of interest income through the settlement date | 0 | 0 |
Settlement | 0 | 0 |
Investment in Treasury Securities | 116,180,658 | 0 |
Amortization of interest income | 0 | |
Interest income earned on Treasury Funds through June 30, 2021 | 1,122 | |
Carrying value at ending | 116,181,780 | 0 |
U S Money Market [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Carrying value at beginning | 658 | 379 |
Amortization of interest income through the settlement date | 0 | 0 |
Settlement | 116,180,000 | 116,170,000 |
Investment in Treasury Securities | (116,180,658) | (116,169,721) |
Amortization of interest income | 0 | |
Interest income earned on Treasury Funds through June 30, 2021 | 0 | |
Carrying value at ending | 0 | 658 |
US Treasury Securities [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Carrying value at beginning | 116,175,933 | 116,162,094 |
Amortization of interest income through the settlement date | 4,067 | 7,906 |
Settlement | (116,180,000) | (116,170,000) |
Investment in Treasury Securities | 0 | 116,169,721 |
Amortization of interest income | 6,212 | |
Interest income earned on Treasury Funds through June 30, 2021 | 0 | |
Carrying value at ending | $ 0 | $ 116,175,933 |
RECURRING FAIR VALUE MEASUREM_5
RECURRING FAIR VALUE MEASUREMENTS (Details 2) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Assets Held-in-trust | $ 116,181,780 | $ 116,162,473 |
Warrant Liability | 12,372,000 | |
Warrant Liability | 14,400,570 | 12,372,000 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Assets Held-in-trust | 116,181,780 | 116,162,473 |
Warrant Liability | 11,500,000 | |
Warrant Liability | 13,340,000 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Assets Held-in-trust | 0 | 0 |
Warrant Liability | 0 | |
Warrant Liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Assets Held-in-trust | 0 | 0 |
Warrant Liability | 872,000 | |
Warrant Liability | 1,060,570 | 12,372,000 |
Investment Held In Trust Account [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Assets Held-in-trust | 116,181,780 | |
Investment Held In Trust Account [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Assets Held-in-trust | 116,181,780 | |
Investment Held In Trust Account [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Assets Held-in-trust | 0 | |
Investment Held In Trust Account [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Assets Held-in-trust | 0 | |
Warrant Liability [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Warrant Liability | 14,400,570 | 12,372,000 |
Warrant Liability [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Warrant Liability | 13,340,000 | 11,500,000 |
Warrant Liability [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Warrant Liability | 0 | 0 |
Warrant Liability [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Warrant Liability | $ 1,060,570 | $ 872,000 |
RECURRING FAIR VALUE MEASUREM_6
RECURRING FAIR VALUE MEASUREMENTS (Details 3) - Warrant Liability [Member] - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | |||
Fair value, beginning balance | $ 8,761,750 | $ 12,372,000 | |
Revaluation of warrant liability included in other expense within the statement of loss for the three months ended June 30, 2021 | 5,638,820 | 5,268,200 | (3,610,250) |
Fair value, ending balance | $ 14,400,570 | $ 12,372,000 | $ 14,400,570 |
RECURRING FAIR VALUE MEASUREM_7
RECURRING FAIR VALUE MEASUREMENTS (Details 4) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Expected term (years) | 5 years 2 months 8 days | 5 years 7 months 2 days |
Expected volatility | 28.00% | 29.00% |
Risk-free interest rate | 0.90% | 0.44% |
Annual dividends | 0.00% | 0.00% |
RECURRING FAIR VALUE MEASUREM_8
RECURRING FAIR VALUE MEASUREMENTS (Details 5) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Assets Held-in-trust | $ 116,181,780 | $ 116,162,473 |
Warrant Liability | 12,372,000 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Assets Held-in-trust | 116,181,780 | 116,162,473 |
Warrant Liability | 11,500,000 | |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Assets Held-in-trust | 0 | 0 |
Warrant Liability | 0 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Assets Held-in-trust | 0 | 0 |
Warrant Liability | 872,000 | |
U S Money Market [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Assets Held-in-trust | 379 | |
U S Money Market [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Assets Held-in-trust | 379 | |
U S Money Market [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Assets Held-in-trust | 0 | |
U S Money Market [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Assets Held-in-trust | 0 | |
US Treasury Securities [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Assets Held-in-trust | 116,162,094 | |
US Treasury Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Assets Held-in-trust | 116,162,094 | |
US Treasury Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Assets Held-in-trust | 0 | |
US Treasury Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Assets Held-in-trust | 0 | |
Warrant Liability [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Warrant Liability | 14,400,570 | 12,372,000 |
Warrant Liability [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Warrant Liability | 13,340,000 | 11,500,000 |
Warrant Liability [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Warrant Liability | 0 | 0 |
Warrant Liability [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Warrant Liability | $ 1,060,570 | $ 872,000 |
RECURRING FAIR VALUE MEASUREM_9
RECURRING FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Assets Held-in-trust | $ 116,181,780 | $ 116,162,473 |
Warrant Liability | $ 14,400,570 | 12,372,000 |
U S Money Market [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Assets Held-in-trust | 379 | |
US Treasury Securities [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Assets Held-in-trust | $ 116,162,094 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Nov. 12, 2020 | Nov. 09, 2020 | Nov. 03, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||||||
Underwriting discount | $ 2,000,000 | $ 2,300,000 | $ 2,300,000 | |||
Underwriting expenses, description | Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $3,500,000, upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement | |||||
Commitments | 55,600,000 | |||||
Short-term lease costs | 200,000 | $ 200,000 | ||||
Bank guarantees | 600,000 | $ 300,000 | ||||
Cash collateral | 600,000 | |||||
Uncollateralized loans | $ 500,000 | |||||
Private Placement [Member] | Sponsor [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Underwriting discount | $ 300,000 | $ 300,000 | ||||
Underwriting expenses, description | Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $525,000, upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement | |||||
Number of Over-Allotment Units | 500,000 | 1,000,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Equity [Abstract] | ||
Preferred stock, Shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, Par value | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares issued | 0 | 0 |
Preferred stock, Shares outstanding | 0 | 0 |
Common stock, Shares authorized | 100,000,000 | 100,000,000 |
Common stock, Par value | $ 0.0001 | $ 0.0001 |
Common stock, Shares issued | 5,859,958 | 5,398,351 |
Common stock, Shares outstanding | 5,859,958 | 5,398,351 |
Redemption, Shares | 9,060,042 | 9,521,649 |
Restatement Of Previously Iss_3
Restatement Of Previously Issued Financial Statements (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 03, 2020 | |
Warrant Liability | $ 14,400,570 | $ 12,372,000 | $ 14,400,570 | $ 12,372,000 | |||
Common stock subject to possible redemption | 91,506,431 | 96,168,654 | 91,506,431 | 96,168,654 | |||
Common stock | 586 | 540 | 586 | 540 | |||
Additional paid-in capital | 5,569,218 | 907,041 | 5,569,218 | 907,041 | |||
Accumulated deficit | (569,799) | 4,092,424 | (569,799) | $ 4,092,424 | |||
Warrant issuance costs | 973,090 | ||||||
Net (loss) income | $ (7,705,427) | $ 4,092,424 | $ (4,662,223) | ||||
Basic and diluted weighted average shares outstanding, common stock subject to redemption | 9,822,956 | 3,399,685 | 9,673,135 | ||||
Basic and diluted weighted average shares outstanding, common stock | 5,097,044 | 4,646,706 | 5,246,865 | 669,534 | 669,534 | 254,679 | |
Basic and diluted net (loss) income per share | $ 0 | $ 0 | $ 0 | $ (38.30) | $ (77.64) | $ (138.57) | |
Unrealized gain on change in fair value of warrants | $ 5,638,820 | $ (5,268,200) | $ 2,028,570 | ||||
Reported [Member] | |||||||
Warrant Liability | 0 | $ 0 | $ 0 | ||||
Common stock subject to possible redemption | 108,540,654 | 108,540,654 | 94,117,880 | ||||
Common stock | 418 | 418 | 406 | ||||
Additional paid-in capital | 5,202,273 | 5,202,273 | 5,000,060 | ||||
Accumulated deficit | (202,686) | (202,686) | (461) | ||||
Warrant issuance costs | 0 | ||||||
Unrealized gain on change in fair value of warrants | 0 | ||||||
Net (loss) income | $ (202,686) | ||||||
Basic and diluted weighted average shares outstanding, common stock subject to redemption | 4,063,751 | ||||||
Basic and diluted net income per share | $ 0 | ||||||
Basic and diluted weighted average shares outstanding, common stock | 3,982,640 | ||||||
Basic and diluted net (loss) income per share | $ (0.05) | ||||||
Unrealized gain on change in fair value of warrants | $ 0 | ||||||
Warrant issuance costs | 0 | ||||||
Adjustment [Member] | |||||||
Warrant Liability | 12,372,000 | 12,372,000 | 15,380,000 | ||||
Common stock subject to possible redemption | (12,372,000) | (12,372,000) | (15,380,000) | ||||
Common stock | 122 | 122 | 152 | ||||
Additional paid-in capital | (4,295,232) | (4,295,232) | 853,681 | ||||
Accumulated deficit | 4,295,110 | 4,295,110 | (853,833) | ||||
Warrant issuance costs | (973,090) | ||||||
Unrealized gain on change in fair value of warrants | 5,268,200 | ||||||
Net (loss) income | $ 4,295,110 | ||||||
Basic and diluted weighted average shares outstanding, common stock subject to redemption | (664,066) | ||||||
Basic and diluted net income per share | $ 0 | ||||||
Basic and diluted weighted average shares outstanding, common stock | 664,066 | ||||||
Basic and diluted net (loss) income per share | $ 0.93 | ||||||
Unrealized gain on change in fair value of warrants | $ (5,268,200) | ||||||
Warrant issuance costs | 973,090 | ||||||
As Restated [Member] | |||||||
Warrant Liability | 12,372,000 | 12,372,000 | 15,380,000 | ||||
Common stock subject to possible redemption | 96,168,654 | 96,168,654 | 78,737,880 | ||||
Common stock | 540 | 540 | 558 | ||||
Additional paid-in capital | 907,041 | 907,041 | 5,853,741 | ||||
Accumulated deficit | 4,092,424 | $ 4,092,424 | $ (854,294) | ||||
Warrant issuance costs | (973,090) | ||||||
Unrealized gain on change in fair value of warrants | 5,268,200 | ||||||
Net (loss) income | $ 4,092,424 | ||||||
Basic and diluted weighted average shares outstanding, common stock subject to redemption | 3,399,685 | ||||||
Basic and diluted net income per share | $ 0 | ||||||
Basic and diluted weighted average shares outstanding, common stock | 4,646,706 | ||||||
Basic and diluted net (loss) income per share | $ 0.88 | ||||||
Unrealized gain on change in fair value of warrants | $ (5,268,200) | ||||||
Warrant issuance costs | $ 973,090 |
Disclosure - RECURRING FAIR VAL
Disclosure - RECURRING FAIR VALUE MEASUREMENTS (Details) - USD ($) | 4 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||||
Carrying Value/Amortized Cost | $ 116,162,473 | $ 116,162,473 | ||
Gross Unrealized Gains | 1,154 | 1,154 | ||
Gross Unrealized Losses | 0 | 0 | ||
Fair Value | 116,163,627 | 116,181,780 | 116,163,627 | |
U S Money Market [Member] | ||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||||
Carrying Value/Amortized Cost | 379 | 0 | 379 | $ 658 |
Gross Unrealized Gains | 0 | 0 | ||
Gross Unrealized Losses | 0 | 0 | ||
Fair Value | 379 | 379 | ||
US Treasury Securities [Member] | ||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||||
Carrying Value/Amortized Cost | 116,162,094 | $ 0 | 116,162,094 | $ 116,175,933 |
Gross Unrealized Gains | 1,154 | 1,154 | ||
Gross Unrealized Losses | 0 | 0 | ||
Fair Value | $ 116,163,248 | $ 116,163,248 |
Disclosure - RECURRING FAIR V_2
Disclosure - RECURRING FAIR VALUE MEASUREMENTS (Details 2) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||||
Assets Held-in-trust | $ 116,181,780 | $ 116,162,473 | ||
Warrant Liability | 7,632,000 | $ 764,000 | $ 2,272,000 | |
Warrant Liability | 14,400,570 | 12,372,000 | ||
Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||||
Assets Held-in-trust | 116,181,780 | 116,162,473 | ||
Warrant Liability | 13,340,000 | 0 | ||
Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||||
Assets Held-in-trust | 0 | 0 | ||
Warrant Liability | 0 | 0 | ||
Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||||
Assets Held-in-trust | 0 | 0 | ||
Warrant Liability | $ 1,060,570 | 12,372,000 | ||
U S Money Market [Member] | ||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||||
Assets Held-in-trust | 379 | |||
U S Money Market [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||||
Assets Held-in-trust | 379 | |||
U S Money Market [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||||
Assets Held-in-trust | 0 | |||
U S Money Market [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||||
Assets Held-in-trust | 0 | |||
US Treasury Securities [Member] | ||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||||
Assets Held-in-trust | 116,162,094 | |||
US Treasury Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||||
Assets Held-in-trust | 116,162,094 | |||
US Treasury Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||||
Assets Held-in-trust | 0 | |||
US Treasury Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||||
Assets Held-in-trust | 0 | |||
Warrant Liability [Member] | ||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||||
Warrant Liability | 12,372,000 | |||
Warrant Liability [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||||
Warrant Liability | 0 | |||
Warrant Liability [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||||
Warrant Liability | 0 | |||
Warrant Liability [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||||
Warrant Liability | $ 12,372,000 |
Disclosure - RECURRING FAIR V_3
Disclosure - RECURRING FAIR VALUE MEASUREMENTS (Details 3) - Warrant Liability [Member] - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | |||
Fair value, beginning balance | $ 8,761,750 | $ 12,372,000 | |
Initial fair value of warrant liability upon issuance at IPO | 15,380,000 | ||
Initial fair value of warrant liability upon issuance at over-allotment | 2,260,200 | ||
Revaluation of warrant liability included in other income within the statement of income for the period from August 20,2020 (inception) through December 31, 2020 | (5,638,820) | (5,268,200) | 3,610,250 |
Fair value, ending balance | $ 14,400,570 | $ 12,372,000 | $ 14,400,570 |
Income Tax (Details)
Income Tax (Details) | Dec. 31, 2020USD ($) |
Deferred tax asset | |
Organizational costs/Startup expenses | $ 29,754 |
Federal Net Operating loss | 12,810 |
Total deferred tax asset | 42,564 |
Valuation allowance | (42,564) |
Deferred tax asset, net of allowance |
Income Tax (Details 1)
Income Tax (Details 1) - USD ($) | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Federal | ||||
Current | $ 0 | |||
Deferred | (42,564) | |||
State | ||||
Current | 0 | |||
Deferred | 0 | |||
Change in valuation allowance | 42,564 | |||
Income tax provision | $ 0 | $ 782,000 | $ (474,000) | $ 252,000 |
Income Tax (Details 2)
Income Tax (Details 2) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21.00% | |
State taxes, net of federal tax benefit | 0.00% | |
Permanent Book/Tax Differences | (22.00%) | |
Change in valuation allowance | (1.00%) | |
Income tax provision | 0.00% | 21.00% |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||
U.S. federal net operating loss carryovers | $ 61,001 | $ 61,001 | ||
Change in the valuation allowance | $ 42,564 | $ (13,385,000) | $ (16,395,000) | $ (30,422,000) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 1,184,215 | |
Restricted cash | 422 | $ 136 |
Inventory | 12,019,000 | 17,142,000 |
Total current assets | 1,499,434 | |
Property, plant and equipment, net | 4,833,000 | 5,517,000 |
Intangible assets, net | 7,629,000 | 9,362,000 |
Right-of-use assets, net | 7,882,000 | 10,032,000 |
Other non-current assets | 3,837,000 | 3,457,000 |
Total Assets | 117,661,907 | |
Current liabilities: | ||
Accounts payable | 96,248 | |
Current portion of long-term debt | 298,000 | 272,000 |
Total current liabilities | 96,248 | |
Long-term debt | 2,087,000 | |
Total liabilities | 16,493,248 | |
Mezzanine equity: | ||
Convertible preferred stock, $0.0001 par value; 9,293,156 and 7,862,263 shares authorized at December 31, 2020 and 2019; 4,581,404 and 3,672,129 shares issued and outstanding at December 31, 2020 and 2019 | 0 | |
Stockholders’ deficit | ||
Common stock, $0.0003 par value; 10,000,000 shares authorized; 202,705 shares issued at December 31, 2020 and 2019, and 202,582 shares outstanding at December 31, 2020 and 2019 | 540 | |
Additional paid-in capital | 907,041 | |
Accumulated deficit | 4,092,424 | |
Total stockholders’ equity | 5,000,005 | |
Total Liabilities and Stockholders’ Equity | 117,661,907 | |
Common Class B [Member] | ||
Stockholders’ deficit | ||
Common stock, $0.0003 par value; 10,000,000 shares authorized; 202,705 shares issued at December 31, 2020 and 2019, and 202,582 shares outstanding at December 31, 2020 and 2019 | ||
Common Class C [Member] | ||
Stockholders’ deficit | ||
Common stock, $0.0003 par value; 10,000,000 shares authorized; 202,705 shares issued at December 31, 2020 and 2019, and 202,582 shares outstanding at December 31, 2020 and 2019 | ||
Airspan [Member] | ||
Current assets: | ||
Cash and cash equivalents | 18,196,000 | 2,877,000 |
Restricted cash | 422,000 | 136,000 |
Accounts receivable, net of allowance of $374 and $2,032 at December 31, 2020 and 2019, respectively | 71,621,000 | 40,281,000 |
Inventory | 12,019,000 | 17,142,000 |
Prepaid expenses and other current assets | 7,602,000 | 8,085,000 |
Total current assets | 109,860,000 | 68,521,000 |
Property, plant and equipment, net | 4,833,000 | 5,517,000 |
Goodwill | 13,641,000 | 13,641,000 |
Intangible assets, net | 7,629,000 | 9,362,000 |
Right-of-use assets, net | 7,882,000 | 10,032,000 |
Other non-current assets | 3,837,000 | 3,457,000 |
Total Assets | 147,682,000 | 110,530,000 |
Current liabilities: | ||
Accounts payable | 36,849,000 | 24,837,000 |
Deferred revenue | 7,521,000 | 10,035,000 |
Other accrued expenses | 22,538,000 | 17,434,000 |
Line of credit | 0 | 32,822,000 |
Subordinated term loan, current portion - related party | 0 | 31,762,000 |
Subordinated convertible debt | 0 | 33,057,000 |
Subordinated debt | 10,065,000 | 0 |
Current portion of long-term debt | 298,000 | 272,000 |
Total current liabilities | 77,271,000 | 150,219,000 |
Long-term debt | 2,087,000 | |
Subordinated term loan, long-term - related party | 34,756,000 | 0 |
Senior term loan, long-term | 36,834,000 | 0 |
Other long-term liabilities | 17,147,000 | 11,282,000 |
Total liabilities | 168,095,000 | 161,501,000 |
Mezzanine equity: | ||
Convertible preferred stock, $0.0001 par value; 9,293,156 and 7,862,263 shares authorized at December 31, 2020 and 2019; 4,581,404 and 3,672,129 shares issued and outstanding at December 31, 2020 and 2019 | 363,481,000 | 309,923,000 |
Stockholders’ deficit | ||
Common stock, $0.0003 par value; 10,000,000 shares authorized; 202,705 shares issued at December 31, 2020 and 2019, and 202,582 shares outstanding at December 31, 2020 and 2019 | ||
Additional paid-in capital | 311,431,000 | 308,788,000 |
Accumulated deficit | (695,325,000) | (669,682,000) |
Total stockholders’ equity | (383,894) | (360,894) |
Total Liabilities and Stockholders’ Equity | $ 147,682,000 | $ 110,530,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts receivable, net of allowance | $ 256 | $ 374 | $ 2,032 |
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, Shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, Shares issued | 0 | 0 | |
Preferred stock, Shares outstanding | 0 | 0 | |
Common stock, Par value | $ 0.0001 | $ 0.0001 | |
Common stock, Shares authorized | 100,000,000 | 100,000,000 | |
Common stock, Shares issued | 5,859,958 | 5,398,351 | |
Common stock, Shares outstanding | 5,859,958 | 5,398,351 | |
Common Class B [Member] | |||
Common stock, Shares authorized | 482,838 | ||
Common Class C [Member] | |||
Common stock, Par value | $ 0.0003 | $ 0.0003 | |
Airspan [Member] | |||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares authorized | 9,293,156 | 9,293,156 | 7,862,263 |
Preferred stock, Shares issued | 4,594,410 | 4,581,404 | 3,672,129 |
Preferred stock, Shares outstanding | 4,594,410 | 4,581,404 | 3,672,129 |
Common stock, Par value | $ 0.0003 | $ 0.0003 | $ 0.0003 |
Common stock, Shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Common stock, Shares issued | 205,057 | 202,705 | 202,705 |
Common stock, Shares outstanding | 205,057 | 202,582 | 202,582 |
Airspan [Member] | Common Class B [Member] | |||
Common stock, Par value | $ 0.0003 | $ 0.0003 | $ 0.0003 |
Common stock, Shares authorized | 482,838 | 482,838 | 482,838 |
Common stock, Shares issued | 466,952 | 466,952 | 466,952 |
Common stock, Shares outstanding | 466,952 | 466,952 | 466,952 |
Airspan [Member] | Common Class C [Member] | |||
Common stock, Par value | $ 0.0003 | ||
Common stock, Shares authorized | 2,630,840 | 2,630,840 | 2,630,840 |
Common stock, Shares issued | 0 | 0 | 0 |
Common stock, Shares outstanding | 0 | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues: | |||
Total revenues | $ 172,955,000 | $ 166,031,000 | $ 210,751,000 |
Operating expenses: | |||
Income tax benefit (expense) | $ 782,000 | $ (474,000) | $ 252,000 |
Loss per share - basic and diluted | $ (38.30) | $ (77.64) | $ (138.57) |
Weighted average shares outstanding - basic and diluted | 669,534 | 669,534 | 254,679 |
Products And Software Licenses [Member] | |||
Revenues: | |||
Total revenues | $ 134,338 | $ 127,624 | $ 187,511 |
Cost of revenues: | |||
Total cost of revenues | 84,375 | 93,362 | 141,574 |
Maintenance Warranty And Services [Member] | |||
Revenues: | |||
Total revenues | 38,617 | 38,407 | 23,240 |
Cost of revenues: | |||
Total cost of revenues | 4,477 | 2,297 | 1,923 |
Airspan [Member] | |||
Revenues: | |||
Total revenues | 172,955,000 | 166,031,000 | 210,751,000 |
Cost of revenues: | |||
Total cost of revenues | 88,852,000 | 95,659,000 | 143,497,000 |
Gross profit | 84,103,000 | 70,372,000 | 67,254,000 |
Operating expenses: | |||
Research and development | 52,858,000 | 59,941,000 | 45,963,000 |
Sales and marketing | 28,738,000 | 37,114,000 | 34,456,000 |
General and administrative | 16,555,000 | 16,444,000 | 13,067,000 |
Amortization of intangibles | 1,733,000 | 1,365,000 | 114,000 |
Loss on sale of assets | 22,000 | 1,491,000 | 3,314,000 |
Total operating expenses | 99,906,000 | 116,355,000 | 96,914,000 |
Loss from operations | (15,803,000) | (45,983,000) | (29,660,000) |
Interest expense, net | (6,422,000) | (5,927,000) | (3,357,000) |
Other income (expense), net | (4,200,000) | 403,000 | (2,527,000) |
Loss before income taxes | (26,425,000) | (51,507,000) | (35,544,000) |
Income tax benefit (expense) | 782,000 | (474,000) | 252,000 |
Net loss | $ (25,643,000) | $ (51,981,000) | $ (35,292,000) |
Loss per share - basic and diluted | $ (38.30) | $ (77.64) | $ (138.57) |
Weighted average shares outstanding - basic and diluted | 669,534,000 | 669,534,000 | 254,679,000 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY DEFICIT - USD ($) $ in Thousands | Total Mezzanine Equity [Member] | Convertible Preferred Stock Series B Shares [Member] | Convertible Preferred Stock Series D 1 Shares [Member] | Convertible Preferred Stock Series E Shares [Member] | Convertible Preferred Stock Series E 1 Shares [Member] | Convertible Preferred Stock Series F Shares [Member] | Convertible Preferred Stock Series F 1 Shares [Member] | Convertible Preferred Stock Series G Shares [Member] | Convertible Preferred Stock Series H Shares [Member] | Convertible Preferred Stock Total Shares [Member] | Convertible Preferred Stock Series B 1 Shares [Member] | Convertible Preferred Stock Series C Shares [Member] | Convertible Preferred Stock Series C 1 Shares [Member] | Convertible Preferred Stock Series D Shares [Member] | Convertible Preferred Stock Series D 2 Shares [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | Common Stock [Member] | Common Stock B [Member] |
Beginning balance, value at Dec. 31, 2017 | $ 267,267 | $ 299,148 | $ (582,409) | $ (283,261) | ||||||||||||||||
Balance at beginning, shares at Dec. 31, 2017 | 72,123 | 325,203 | 615,231 | 393,511 | 3,273,728 | 416,667 | 1,450,993 | 202,582 | ||||||||||||
Net loss | (35,292) | (35,292) | ||||||||||||||||||
Issuance of preferred stock, net of issuance costs | 34,876 | |||||||||||||||||||
Issuance of preferred stock, net of issuance costs, shares | 277,955 | 46,325 | 324,280 | |||||||||||||||||
Issuance of common stock in connection with acquisition | ||||||||||||||||||||
Issuance of replacement stock options in connection with acquisition | 227 | 227 | ||||||||||||||||||
Share-based compensation expense | 871 | 871 | ||||||||||||||||||
Ending balance, value at Dec. 31, 2018 | 302,143 | $ 306,909 | $ (617,701) | $ (310,792) | ||||||||||||||||
Balance at ending, shares at Dec. 31, 2018 | 72,123 | 325,203 | 615,231 | 393,511 | 277,955 | 46,325 | 3,598,008 | 416,667 | 1,450,993 | 202,582 | 466,952 | |||||||||
Issuance of common stock in connection with acquisition, shares | 6,663,000 | 6,663,000 | 466,952 | |||||||||||||||||
Net loss | $ (51,981) | $ (51,981) | ||||||||||||||||||
Issuance of preferred stock, net of issuance costs | 7,780 | |||||||||||||||||||
Issuance of preferred stock, net of issuance costs, shares | 74,121 | 74,121 | ||||||||||||||||||
Share-based compensation expense | 1,879 | 1,879 | ||||||||||||||||||
Ending balance, value at Dec. 31, 2019 | 309,923 | 308,788 | (669,682) | (360,894) | ||||||||||||||||
Balance at ending, shares at Dec. 31, 2019 | 72,123 | 325,203 | 615,231 | 393,511 | 352,076 | 46,325 | 3,672,129 | 416,667 | 1,450,993 | 202,582 | 466,952 | |||||||||
Net loss | (24,068) | (24,068) | ||||||||||||||||||
Issuance of preferred stock, net of issuance costs | 11,966 | |||||||||||||||||||
Issuance of preferred stock, net of issuance costs, shares | 195,121 | 195,121 | ||||||||||||||||||
Share-based compensation expense | 987 | 987 | ||||||||||||||||||
Conversion of debt to preferred stock | 23,517 | |||||||||||||||||||
Conversion of debt to preferred stock, shares | 383,266 | 383,266 | ||||||||||||||||||
Ending balance, value at Jun. 30, 2020 | 345,406 | 309,775 | (693,750) | (383,975) | ||||||||||||||||
Balance at ending, shares at Jun. 30, 2020 | 72,123 | 325,203 | 615,231 | 393,511 | 352,076 | 46,325 | 578,387 | 4,250,516 | 416,667 | 1,450,993 | 202,582 | |||||||||
Beginning balance, value at Dec. 31, 2019 | 309,923 | 308,788 | (669,682) | (360,894) | ||||||||||||||||
Balance at beginning, shares at Dec. 31, 2019 | 72,123 | 325,203 | 615,231 | 393,511 | 352,076 | 46,325 | 3,672,129 | 416,667 | 1,450,993 | 202,582 | 466,952 | |||||||||
Net loss | (25,643) | (25,643) | ||||||||||||||||||
Issuance of preferred stock, net of issuance costs | 29,987 | |||||||||||||||||||
Issuance of preferred stock, net of issuance costs, shares | 357,721 | 168,288 | 526,009 | |||||||||||||||||
Share-based compensation expense | 2,643 | 2,643 | ||||||||||||||||||
Conversion of debt to preferred stock | 23,571 | |||||||||||||||||||
Conversion of debt to preferred stock, shares | 383,266 | 383,266 | ||||||||||||||||||
Conversion of voting to non-voting shares | ||||||||||||||||||||
Conversion of voting to non-voting shares, shares | (72,123) | 72,123 | (416,667) | 416,667 | (370,000) | 370,000 | ||||||||||||||
Ending balance, value at Dec. 31, 2020 | 363,481 | 311,431 | (695,325) | (383,894) | ||||||||||||||||
Balance at ending, shares at Dec. 31, 2020 | 325,203 | 615,231 | 393,511 | 352,076 | 46,325 | 740,987 | 168,288 | 4,581,404 | 72,123 | 416,667 | 1,080,993 | 370,000 | 202,582 | 466,952 | ||||||
Beginning balance, value at Mar. 31, 2020 | 338,431 | 309,280 | (682,697) | (373,417) | ||||||||||||||||
Balance at beginning, shares at Mar. 31, 2020 | 72,123 | 325,203 | 615,231 | 393,511 | 352,076 | 46,325 | 464,566 | 4,136,695 | 416,667 | 1,450,993 | 202,582 | |||||||||
Net loss | (11,053) | (11,053) | ||||||||||||||||||
Issuance of preferred stock, net of issuance costs | 6,975 | |||||||||||||||||||
Issuance of preferred stock, net of issuance costs, shares | 113,281 | 113,281 | ||||||||||||||||||
Share-based compensation expense | 495 | 495 | ||||||||||||||||||
Conversion of debt to preferred stock | ||||||||||||||||||||
Ending balance, value at Jun. 30, 2020 | 345,406 | 309,775 | (693,750) | (383,975) | ||||||||||||||||
Balance at ending, shares at Jun. 30, 2020 | 72,123 | 325,203 | 615,231 | 393,511 | 352,076 | 46,325 | 578,387 | 4,250,516 | 416,667 | 1,450,993 | 202,582 | |||||||||
Beginning balance, value at Dec. 31, 2020 | 363,481 | 311,431 | (695,325) | (383,894) | ||||||||||||||||
Balance at beginning, shares at Dec. 31, 2020 | 325,203 | 615,231 | 393,511 | 352,076 | 46,325 | 740,987 | 168,288 | 4,581,404 | 72,123 | 416,667 | 1,080,993 | 370,000 | 202,582 | 466,952 | ||||||
Net loss | (23,967) | (23,967) | ||||||||||||||||||
Issuance of preferred stock, net of issuance costs | 647 | |||||||||||||||||||
Issuance of preferred stock, net of issuance costs, shares | 13,006 | 13,006 | ||||||||||||||||||
Share-based compensation expense | 1,489 | 1,489 | ||||||||||||||||||
Conversion of debt to preferred stock | ||||||||||||||||||||
Ending balance, value at Jun. 30, 2021 | 364,128 | 312,989 | (719,292) | (406,303) | ||||||||||||||||
Balance at ending, shares at Jun. 30, 2021 | 325,203 | 615,231 | 393,511 | 352,076 | 46,325 | 740,987 | 181,294 | 4,594,410 | 72,123 | 416,667 | 1,080,993 | 370,000 | 205,057 | |||||||
Beginning balance, value at Mar. 31, 2021 | 364,128 | 312,092 | (708,874) | (396,782) | ||||||||||||||||
Balance at beginning, shares at Mar. 31, 2021 | 325,203 | 615,231 | 393,511 | 352,076 | 46,325 | 740,987 | 181,294 | 4,594,410 | 72,123 | 416,667 | 1,080,993 | 370,000 | 202,582 | |||||||
Net loss | (10,418) | (10,418) | ||||||||||||||||||
Issuance of preferred stock, net of issuance costs | ||||||||||||||||||||
Issuance of preferred stock, net of issuance costs, shares | ||||||||||||||||||||
Share-based compensation expense | 828 | 828 | ||||||||||||||||||
Conversion of debt to preferred stock | ||||||||||||||||||||
Ending balance, value at Jun. 30, 2021 | $ 364,128 | $ 312,989 | $ (719,292) | $ (406,303) | ||||||||||||||||
Balance at ending, shares at Jun. 30, 2021 | 325,203 | 615,231 | 393,511 | 352,076 | 46,325 | 740,987 | 181,294 | 4,594,410 | 72,123 | 416,667 | 1,080,993 | 370,000 | 205,057 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Share-based compensation expense | $ 2,643,000 | $ 1,879,000 | $ 871,000 |
Changes in operating assets and liabilities: | |||
Net cash used in operating activities | 20,400,000 | ||
Cash flows from financing activities: | |||
Cash, cash equivalents and restricted cash, beginning of year | 3,013 | 7,003 | |
Cash, cash equivalents and restricted cash, end of year | 18,618 | 3,013 | 7,003 |
Supplemental disclosure of non-cash financing activity: | |||
Conversion of debt to preferred stock | |||
Airspan [Member] | |||
Cash flows from operating activities: | |||
Net Income | (25,643,000) | (51,981,000) | (35,292,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 4,640,000 | 4,458,000 | 2,994,000 |
Foreign exchange loss (gain) on long-term debt | 26,000 | (4,000) | (15,000) |
Share-based compensation expense | 2,643,000 | 1,879,000 | 871,000 |
Loss on disposal of property, plant and equipment | 3,000 | 17,000 | 0 |
Bad debt expense | 5,000 | 62,000 | 752,000 |
Total adjustments | 7,317,000 | 6,412,000 | 4,602,000 |
Changes in operating assets and liabilities: | |||
Decrease (increase) in accounts receivable | (31,345,000) | (11,632,000) | 748,000 |
Decrease in inventory | 5,123,000 | 7,891,000 | 2,851,000 |
Decrease in prepaid expenses and other current assets | 483,000 | 16,991,000 | 5,329,000 |
(Decrease) increase in accounts payable | 12,012,000 | (3,111,000) | 895,000 |
(Decrease) increase in deferred revenue | (2,514,000) | 5,253,000 | (29,117,000) |
(Decrease) increase in other accrued expenses | 5,104,000 | 894,000 | (1,289,000) |
Decrease (increase) in other operating assets | (380,000) | (261,000) | 377,000 |
(Decrease) increase in other long-term liabilities | 5,889,000 | (1,392,000) | 1,759,000 |
Accrued interest on long-term debt | 3,587,000 | 2,706,000 | 450,000 |
Net cash used in operating activities | (20,367,000) | (28,230,000) | (48,687,000) |
Cash flows from investing activities: | |||
Purchase of property, plant and equipment | (2,226,000) | (2,673,000) | (1,912,000) |
Acquisition of business, net of cash acquired | (841,000) | ||
Net cash used in investing activities | (2,226,000) | (2,673,000) | (2,753,000) |
Cash flows from financing activities: | |||
(Repayments of) borrowings under line of credit, net | (1,993,000) | (3,867,000) | 9,310,000 |
Borrowings under (repayments of) subordinated convertible debt | 0 | 23,000,000 | (412,000) |
Borrowings under senior term loan | 6,005,000 | 0 | 0 |
Borrowings under other long-term debt | 2,073,000 | 0 | 0 |
Proceeds from the sale of Series F and F-1 stock, net | 0 | 7,780,000 | 34,876,000 |
Proceeds from the sale of Series G stock, net | 21,913,000 | 0 | 0 |
Proceeds from the sale of Series H stock, net | 8,074,000 | 0 | 0 |
Proceeds from the issuance of Series H warrants | 2,126,000 | 0 | 0 |
Net cash provided by financing activities | 38,198,000 | 26,913,000 | 43,774,000 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 15,605,000 | (3,990,000) | (7,666,000) |
Cash, cash equivalents and restricted cash, beginning of year | 3,013,000 | 7,003,000 | 14,669,000 |
Cash, cash equivalents and restricted cash, end of year | 18,618,000 | 3,013,000 | 7,003,000 |
Supplemental disclosures of cash flow information | |||
Cash paid for interest | 6,363,000 | 5,761,000 | 2,902,000 |
Cash received from R&D tax credit refunds, net of cash paid for income taxes | 241,000 | 446,000 | 127,000 |
Operating cash flows from operating leases | 2,857,000 | 2,511,000 | 0 |
Right-of-use assets obtained in exchange for operating lease obligations | 0 | 2,775,000 | 0 |
Payment of merger consideration by issuing Class B common stock with a fair value | 0 | 0 | 6,663,000 |
Payment of merger consideration utilizing line of credit | 0 | 0 | 15,000,000 |
Payment of merger consideration by issuing replacement stock options with a fair value | 0 | 0 | 227,000 |
Supplemental disclosure of non-cash financing activity: | |||
Issuance of preferred stock upon conversion of debt | 23,571,000 | 0 | 0 |
Conversion of debt to preferred stock | (23,571,000) | ||
Issuance of Class B common stock at fair value in connection with the Mimosa acquisition | 0 | 0 | 6,663,000 |
Assignment of line of credit to new lender under Senior term loan | $ 32,940,000 | $ 0 | $ 0 |
BUSINESS AND BASIS OF PRESENT_3
BUSINESS AND BASIS OF PRESENTATION (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Issuance of Convertible Preferred Stock | $ 32,400 | $ 8,000 | $ 35,000 |
Series F And F 1 Preferred Stock [Member] | |||
Issuance of Convertible Preferred Stock Date | October 19, 2018 | ||
Issuance of Convertible Preferred Stock | $ 30,000 | ||
Series F Preferred Stock [Member] | |||
Issuance of Convertible Preferred Stock Date | September 20, 2019 | November 20, 2018 | |
Issuance of Convertible Preferred Stock | $ 8,000 | $ 5,000 | |
Series G Preferred Stock [Member] | |||
Issuance of Convertible Preferred Stock | 22,000 | ||
Series H Preferred Stock [Member] | |||
Issuance of Convertible Preferred Stock | $ 10,400 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Product Information [Line Items] | |||
Total revenues | $ 172,955 | $ 166,031 | $ 210,751 |
Product Sales [Member] | |||
Product Information [Line Items] | |||
Total revenues | 131,105 | 121,741 | 185,092 |
Nonrecurring Engineering [Member] | |||
Product Information [Line Items] | |||
Total revenues | 16,007 | 21,713 | 14,291 |
Product Maintenance Contracts [Member] | |||
Product Information [Line Items] | |||
Total revenues | 11,796 | 9,221 | 2,153 |
Professional Service Contracts [Member] | |||
Product Information [Line Items] | |||
Total revenues | 10,814 | 7,473 | 6,796 |
Software Licenses [Member] | |||
Product Information [Line Items] | |||
Total revenues | 2,757 | 5,607 | 2,012 |
Other [Member] | |||
Product Information [Line Items] | |||
Total revenues | $ 476 | $ 276 | $ 407 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Contract with Customer, Asset, | $ 5,361 | $ 11,823 |
Contract with Customer, Liability | 7,521 | 10,035 |
Contract with Customer, Asset, after Allowance for Credit Loss | $ 6,462 | |
Contract with Customer, Liability | $ 2,514 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 4) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Amounts included in the beginning of year contract liability balance | $ 3,576 | $ 2,407 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 5) - Airspan [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Balance, beginning of period | $ 981 | $ 1,609 |
Accruals | 826 | 824 |
Settlements | (788) | (1,452) |
Balance, end of period | $ 1,019 | $ 981 |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 6) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Total | $ 68,386 | $ 1,184,215 | |
Airspan [Member] | |||
Cash in U.S. dollars in U.S. banks | 15,997 | $ 1,161 | |
Cash in foreign banks and foreign currency | 2,612 | 1,843 | |
Petty cash | 9 | 9 | |
Total | $ 18,618 | $ 3,013 |
BUSINESS AND BASIS OF PRESENT_4
BUSINESS AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 4 Months Ended | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Assets, Current | $ 1,499,434 | $ 351,449 | $ 1,499,434 | |||
Liabilities, Current | 96,248 | 1,601,223 | 96,248 | |||
Cash flow from operating activities | (434,130) | (1,115,829) | 20,400,000 | |||
Net Cash Provided by (Used in) Operating Activities | 434,130 | 1,115,829 | (20,400,000) | |||
Airspan [Member] | ||||||
Assets, Current | 109,860,000 | 75,176,000 | 109,860,000 | $ 68,521,000 | ||
Liabilities, Current | 77,271,000 | 59,474,000 | 77,271,000 | 150,219,000 | ||
Cash flow from operating activities | (3,816,000) | $ (15,829,000) | (20,367,000) | (28,230,000) | $ (48,687,000) | |
Cash on hand | $ 32,400,000 | 32,400,000 | ||||
Net Cash Provided by (Used in) Operating Activities | $ 3,816,000 | $ 15,829,000 | $ 20,367,000 | $ 28,230,000 | $ 48,687,000 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Purchased parts and materials | $ 4,476 | $ 4,848 |
Work in progress | 442 | 515 |
Finished goods and consumables | 7,101 | 11,779 |
Inventory Net | $ 12,019 | $ 17,142 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 33,333,000 | $ 32,300,000 |
Accumulated depreciation | (28,500,000) | (26,783,000) |
Property, Plant and Equipment, Net | 4,833,000 | 5,517,000 |
Property, Plant and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 30,159,000 | 28,474,000 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 705,000 | 702,000 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 2,469,000 | $ 3,124,000 |
PROPERTY, PLANT AND EQUIPMENT_4
PROPERTY, PLANT AND EQUIPMENT, NET (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 2,900 | $ 3,100 | $ 2,900 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS, NET (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 10,840 | $ 10,840 | |
Accumulated Amortization | (3,211) | (1,478) | |
Net Carrying Amount | 7,629 | 9,362 | |
Airspan [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 10,840 | 10,840 | |
Accumulated Amortization | (3,809) | (3,211) | |
Net Carrying Amount | $ 7,031 | $ 7,629 | $ 9,362 |
Numerator: Net Income minus Redeemable Net Earnings | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Useful Life (in years) | 10 years | 10 years | |
Gross Carrying Amount | $ 7,810 | $ 7,810 | |
Accumulated Amortization | (1,627) | (846) | |
Net Carrying Amount | $ 6,183 | $ 6,964 | |
Numerator: Net Income minus Redeemable Net Earnings | Airspan [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Useful Life (in years) | 10 years | 10 years | |
Gross Carrying Amount | $ 7,810 | $ 7,810 | |
Accumulated Amortization | (2,017) | (1,627) | |
Net Carrying Amount | $ 5,793 | $ 6,183 | |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Useful Life (in years) | 6 years | 6 years | |
Gross Carrying Amount | $ 2,130 | $ 2,130 | |
Accumulated Amortization | (739) | (177) | |
Net Carrying Amount | $ 1,391 | $ 1,953 | |
Customer Relationships [Member] | Airspan [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Useful Life (in years) | 6 years | 6 years | |
Gross Carrying Amount | $ 2,130 | $ 2,130 | |
Accumulated Amortization | (917) | (739) | |
Net Carrying Amount | $ 1,213 | $ 1,391 | |
Trademarks [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Useful Life (in years) | 2 years | 2 years | |
Gross Carrying Amount | $ 720 | $ 720 | |
Accumulated Amortization | (720) | (390) | |
Net Carrying Amount | $ 330 | ||
Trademarks [Member] | Airspan [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Useful Life (in years) | 2 years | 2 years | |
Gross Carrying Amount | $ 720 | $ 720 | |
Accumulated Amortization | (720) | (720) | |
Net Carrying Amount | |||
Noncompete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Useful Life (in years) | 3 years | 3 years | |
Gross Carrying Amount | $ 180 | $ 180 | |
Accumulated Amortization | (125) | (65) | |
Net Carrying Amount | $ 55 | $ 115 | |
Noncompete Agreements [Member] | Airspan [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Useful Life (in years) | 3 years | 3 years | |
Gross Carrying Amount | $ 180 | $ 180 | |
Accumulated Amortization | (155) | (125) | |
Net Carrying Amount | $ 25 | $ 55 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS, NET (Details 1) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
2021 | $ 1,191 | ||
2022 | 1,136 | ||
2023 | 1,136 | ||
2024 | 1,107 | ||
2025 | 781 | ||
Thereafter | 2,278 | ||
Total | 7,629 | $ 9,362 | |
Airspan [Member] | |||
2021 | $ 593 | ||
2022 | 1,136 | ||
2023 | 1,136 | ||
2024 | 1,107 | ||
2025 | 781 | ||
Thereafter | 2,278 | ||
Total | $ 7,031 | $ 7,629 | $ 9,362 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Amortization expense | $ 1,700 | $ 1,400 | $ 100 | ||||
Airspan [Member] | |||||||
Amortization expense | $ 300 | $ 400 | $ 600 | $ 800 | |||
Godwill acquisition | $ 13,600 | $ 13,600 |
OTHER ACCRUED EXPENSES (Details
OTHER ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued payroll and related benefits and taxes | $ 6,812 | $ 6,192 | |
Accrued royalties | 3,401 | 1,557 | |
Agent and sales commissions | 2,501 | 1,078 | |
Right-of-use lease liability, current portion | 2,671 | 3,397 | |
Tax liabilities | 1,967 | 696 | |
Product warranty liabilities | 1,019 | 981 | |
Accrued 5G small cell costs | 0 | 1,367 | |
Manufacturing accruals | 1,243 | 98 | |
Other | 2,924 | 2,068 | |
Other accrued expenses | 22,538 | $ 17,434 | |
Airspan [Member] | |||
Accrued payroll and related benefits and taxes | $ 6,875 | 6,812 | |
Accrued royalties | 4,350 | 3,401 | |
Agent and sales commissions | 3,659 | 2,501 | |
Right-of-use lease liability, current portion | 2,945 | 2,671 | |
Tax liabilities | 613 | 1,967 | |
Product warranty liabilities | 1,099 | 1,019 | |
Manufacturing accruals | 2,592 | 1,243 | |
Other | 3,026 | 2,055 | |
Other accrued expenses | 26,251 | 22,538 | |
Marketing accruals | $ 1,092 | $ 869 |
LINE OF CREDIT (Details Narrati
LINE OF CREDIT (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Line of Credit Facility [Line Items] | ||
Line of credit maximum limit | $ 45,000 | |
Line of credit maturity date | Dec. 31, 2020 | |
Sale of 10,000,000 Units in Initial Public Offering, Shares | ||
Line of Credit Facility [Line Items] | ||
LIne of credit indebtness outstanding | $ 32,800 | |
Line of credit interest rate | 6.50% | |
Line of Credit Facility, Prime Interest Rate Description | prime rate plus 1.0% and not less than 6% | |
Accrued Interest description | Prime Rate plus 2.75%, provided PWB Prime Rate is no lower than 7.75%, and was paid monthly. Repayments under the term loan began on December 1, 2019 at $417 thousand per month. In January 2020, the revolving part of the PWB Facility interest rate was modified to prime rate plus 1.0% and not less than 6%. In May 2020, the revolving part of the PWB Facility interest rate was modified to prime rate plus 2.0% and not less than 7% |
SUBORDINATED CONVERTIBLE DEBT_2
SUBORDINATED CONVERTIBLE DEBT AND SUBORDINATED DEBT (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Feb. 03, 2020 | Nov. 28, 2017 | Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2019 | Aug. 06, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Subordinated convertible debt | $ 33,100 | |||||
Share Price | $ 10 | $ 10 | ||||
Accrued interest | $ 9,000 | |||||
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 | 5.00% | |||||
Subordinated convertible debt | $ 23,500 | |||||
Oak [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Number of shares sold | 383,266 | |||||
Share Price | $ 0.0001 | |||||
Principal Amount | $ 23,500 |
SUBORDINATED TERM LOAN (Details
SUBORDINATED TERM LOAN (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | |
May 23, 2019 | Feb. 09, 2016 | |
Subordinated Loan Agreement [Member] | ||
Offsetting Assets [Line Items] | ||
Subordinated Term Loan | $ 15,000 | |
Maturity date | Dec. 31, 2020 | |
Interest rate description | 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: | |
Subordinated Loan Agreement A [Member] | ||
Offsetting Assets [Line Items] | ||
Interest rate description | Amendment Number 3, on May 23, 2019, the interest rate changed to 9.0% per annum to be accrued | |
Subordinated Loan Agreement B [Member] | ||
Offsetting Assets [Line Items] | ||
Interest rate description | Amendment Number 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 | |
Subordinated Loan Agreement C [Member] | ||
Offsetting Assets [Line Items] | ||
Interest rate description | Amendment Number 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 |
SENIOR TERM LOAN (Details Narra
SENIOR TERM LOAN (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Offsetting Assets [Line Items] | ||||
Senior term loan | [1] | $ 36,834,000 | ||
Airspan [Member] | ||||
Offsetting Assets [Line Items] | ||||
Senior term loan | $ 44,000,000 | |||
Accrued interest | $ 1,200 | $ 25,000,000 | ||
Tranche 1 Level I [Member] | ||||
Offsetting Assets [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 | |||
Tranche 1 Level I I [Member] | ||||
Offsetting Assets [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% | |||
Tranche 1 Level I I I [Member] | ||||
Offsetting Assets [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% | |||
Tranche 1 Level I V [Member] | ||||
Offsetting Assets [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% | |||
Tranche 1 Level V [Member] | ||||
Offsetting Assets [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% | |||
Fortress Credit Agreement [Member] | ||||
Offsetting Assets [Line Items] | ||||
Maturity Date | Dec. 30, 2024 | |||
Interest rate description | The Fortress Credit Agreement contains a prepayment premium of 5.0% if the prepayment occurs during the period from December 30, 2021 through December 29, 2022, and 3.0% if the prepayment occurs during the period from December 30, 2022 through December 29, 2023 | |||
Number of warrant purchased | 55,284 | |||
Purchase Price | $ 61.50 | |||
Fortress Credit Agreement [Member] | Airspan [Member] | ||||
Offsetting Assets [Line Items] | ||||
Maturity Date | Dec. 30, 2024 | |||
Interest rate description | The Fortress Credit Agreement contains a prepayment premium of 5.0% if the prepayment occurs during the period from December 30, 2021 through December 29, 2022, and 3.0% if the prepayment occurs during the period from December 30, 2022 through December 29, 2023 | |||
Fortress Credit Agreement [Member] | Tranche 1 [Member] | ||||
Offsetting Assets [Line Items] | ||||
Term loan | $ 34,000,000 | |||
Fortress Credit Agreement [Member] | Tranche 1 [Member] | Airspan [Member] | ||||
Offsetting Assets [Line Items] | ||||
Term loan | $ 34,000,000 | |||
Fortress Credit Agreement [Member] | Tranche 2 [Member] | ||||
Offsetting Assets [Line Items] | ||||
Term loan | $ 10,000,000 | |||
Interest rate | 5.00% | |||
Fortress Credit Agreement [Member] | Tranche 2 [Member] | Airspan [Member] | ||||
Offsetting Assets [Line Items] | ||||
Term loan | $ 10,000,000 | |||
[1] | As of December 31, 2020, the carrying amount of the senior term loan is net of $5.8 million in fees amortized over the loan period, and net of $1.4 million in connection with 55,284 warrants issued to lenders under the Fortress Credit Agreement (see Note 10). The warrants issued in connection with the Fortress Agreement were recorded at fair value as a discount to the debt and is being amortized to interest expense over the contractual term of the debt. |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Long term debt gross | $ 2,545 | $ 410 | |
Less current portion - product development loan | (298) | (272) | |
Less accrued interest on product development loan - current | (160) | (138) | |
Total long-term debt | 2,087 | ||
Airspan [Member] | |||
Debt Instrument [Line Items] | |||
Long term debt gross | $ 443 | 2,545 | |
Less current portion - product development loan | (288) | (298) | (272) |
Less accrued interest on product development loan - current | (155) | (160) | |
Total long-term debt | 2,087 | ||
P P P Loan [Member] | |||
Debt Instrument [Line Items] | |||
Long term debt gross | 2,087 | 0 | |
P P P Loan [Member] | Airspan [Member] | |||
Debt Instrument [Line Items] | |||
Long term debt gross | 2,087 | ||
Finnish Funding Agency For Technology And Innovation [Member] | |||
Debt Instrument [Line Items] | |||
Long term debt gross | 458 | $ 410 | |
Finnish Funding Agency For Technology And Innovation [Member] | Airspan [Member] | |||
Debt Instrument [Line Items] | |||
Long term debt gross | $ 443 | $ 458 |
LONG-TERM DEBT (Details 1)
LONG-TERM DEBT (Details 1) $ in Thousands | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |
2021 | $ 10,363 |
2022 | 2,087 |
2023 | |
2024 | 44,025 |
2025 | 34,756 |
Thereafter | |
Total | 91,231 |
Unamortized debt issuance costs | (5,794) |
Unamortized purchase discount | (1,397) |
Total Debt | 84,040 |
Senior Term Loan [Member] | |
Debt Instrument [Line Items] | |
2021 | |
2022 | |
2023 | |
2024 | 44,025 |
2025 | |
Thereafter | |
Total | 44,025 |
Unamortized debt issuance costs | (5,794) |
Unamortized purchase discount | (1,397) |
Total Debt | 36,834 |
Subordinated Debt [Member] | |
Debt Instrument [Line Items] | |
2021 | 10,065 |
2022 | |
2023 | |
2024 | |
2025 | |
Thereafter | |
Total | 10,065 |
Unamortized debt issuance costs | |
Unamortized purchase discount | |
Total Debt | 10,065 |
Subordinated Term Loan [Member] | |
Debt Instrument [Line Items] | |
2021 | |
2022 | |
2023 | |
2024 | |
2025 | 34,756 |
Thereafter | |
Total | 34,756 |
Unamortized debt issuance costs | |
Unamortized purchase discount | |
Total Debt | 34,756 |
Long-term Debt [Member] | |
Debt Instrument [Line Items] | |
2021 | 298 |
2022 | 2,087 |
2023 | |
2024 | |
2025 | |
Thereafter | |
Total | 2,385 |
Unamortized debt issuance costs | |
Unamortized purchase discount | |
Total Debt | $ 2,385 |
LONG-TERM DEBT (Details Narrati
LONG-TERM DEBT (Details Narrative) - P P P Loan [Member] - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Interest Rate | 1.00% | ||
Capital Loans | $ 300 | $ 300 | |
Airspan [Member] | |||
Debt Instrument [Line Items] | |||
Interest Rate | 1.00% | ||
Capital Loans | $ 300 | $ 300 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash and cash equivalents | $ 18,196 | $ 2,877 | ||
Restricted cash | 422 | 136 | ||
Cash and investment in severance benefit accounts | 3,567 | 3,296 | ||
Line of credit | 32,822 | |||
Subordinated term loan | 34,756 | 31,762 | ||
Subordinated convertible debt | 33,057 | |||
Subordinated debt | 10,065 | |||
Senior term loan | [1] | 36,834 | ||
Long-term debt | 2,087 | |||
Warrant | [2] | 7,632 | 787 | |
Airspan [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash and cash equivalents | $ 12,208 | 18,196 | ||
Restricted cash | 187 | 422 | ||
Cash and investment in severance benefit accounts | 3,516 | 3,567 | ||
Subordinated term loan | 36,325 | 34,756 | ||
Subordinated debt | 10,316 | 10,065 | ||
Senior term loan | 44,000 | |||
Long-term debt | 2,087 | |||
Warrant | [3] | 12,291 | 7,632 | |
Senior term loan | 38,895 | 36,834 | ||
Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash and cash equivalents | 18,196 | 2,877 | ||
Restricted cash | 422 | 136 | ||
Cash and investment in severance benefit accounts | 3,567 | 3,296 | ||
Fair Value, Inputs, Level 1 [Member] | Airspan [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash and cash equivalents | 12,208 | 18,196 | ||
Restricted cash | 187 | 422 | ||
Cash and investment in severance benefit accounts | 3,516 | 3,567 | ||
Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Line of credit | 32,822 | |||
Subordinated convertible debt | 32,901 | |||
Subordinated debt | 6,624 | |||
Senior term loan | [1] | 37,948 | ||
Long-term debt | 2,087 | |||
Fair Value, Inputs, Level 2 [Member] | Airspan [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Subordinated term loan | 24,327 | |||
Subordinated debt | 6,624 | |||
Long-term debt | 2,087 | |||
Senior term loan | 37,948 | |||
Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrant | [2] | 7,632 | $ 787 | |
Fair Value, Inputs, Level 3 [Member] | Airspan [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrant | [3] | $ 12,291 | $ 7,632 | |
[1] | As of December 31, 2020, the carrying amount of the senior term loan is net of $5.8 million in fees amortized over the loan period, and net of $1.4 million in connection with 55,284 warrants issued to lenders under the Fortress Credit Agreement (see Note 10). The warrants issued in connection with the Fortress Agreement were recorded at fair value as a discount to the debt and is being amortized to interest expense over the contractual term of the debt. | |||
[2] | As of December 31, 2020 and 2019, warrants are included in other long-term liabilities in the Company’s consolidated balance sheets. | |||
[3] | As of June 30, 2021 and December 31, 2020, the fair value of warrants outstanding that are classified as liabilities are included in other long-term liabilities in the Company’s condensed consolidated balance sheets. |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Original issue discounts | $ 4,700 | ||
Subordinated term loan yield | 17.05% | 8.44% | |
Subordinated debt yield | 16.57% | 8.43% | |
Airspan [Member] | |||
Original issue discounts | $ 4,700 | ||
Subordinated term loan yield | 17.05% | ||
Subordinated debt yield | 16.57% |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease assets | $ 7,882 | $ 10,032 |
Operating | 2,671 | 3,397 |
Operating | 5,424 | 6,900 |
Total lease liabilities | $ 8,095 | $ 10,297 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 3,412 | $ 3,047 |
Amortization of right of use assets | 2,842 | 2,775 |
Interest on lease liabilities | 555 | 722 |
Total lease cost | $ 6,809 | $ 6,544 |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES (Details 2) $ in Thousands | Dec. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 | $ 2,695 |
2022 | 2,194 |
2023 | 1,920 |
2024 | 1,935 |
2025 | 342 |
Thereafter | |
Total lease payments | 9,086 |
Less: Interest | (991) |
Present value of lease liabilities | $ 8,095 |
Operating Lease, Weighted Average Remaining Lease Term (Years) | 3 years 7 months 9 days |
Operating leases Average Discount Rate | 6.53% |
COMMON STOCK AND CONVERTIBLE _3
COMMON STOCK AND CONVERTIBLE PREFERRED STOCK (Details) - shares | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||
Shares Authorized | 1,000,000 | 1,000,000 | |
Shares issued and outstanding | 4,581,404 | 3,672,129 | |
Airspan [Member] | |||
Class of Stock [Line Items] | |||
Shares Authorized | 9,293,156 | 9,293,156 | 7,862,263 |
Shares issued and outstanding | 4,594,410 | 4,581,404 | |
Convertible Preferred Stock Series B [Member] | |||
Class of Stock [Line Items] | |||
Shares Authorized | 72,123,000 | ||
Shares issued and outstanding | 72,123,000 | ||
Convertible Preferred Stock Series B [Member] | Airspan [Member] | |||
Class of Stock [Line Items] | |||
Shares Authorized | 72,123,000 | ||
Shares issued and outstanding | |||
Convertible Preferred Stock Series B 1 [Member] | |||
Class of Stock [Line Items] | |||
Shares Authorized | 72,123 | ||
Shares issued and outstanding | 72,123 | ||
Convertible Preferred Stock Series B 1 [Member] | Airspan [Member] | |||
Class of Stock [Line Items] | |||
Shares Authorized | 72,123 | ||
Shares issued and outstanding | 72,123 | 72,123 | |
Convertible Preferred Stock Series C [Member] | |||
Class of Stock [Line Items] | |||
Shares Authorized | 416,667 | ||
Shares issued and outstanding | 416,667 | ||
Convertible Preferred Stock Series C [Member] | Airspan [Member] | |||
Class of Stock [Line Items] | |||
Shares Authorized | 416,667 | ||
Shares issued and outstanding | |||
Convertible Preferred Stock Series C 1 [Member] | |||
Class of Stock [Line Items] | |||
Shares Authorized | 416,667 | ||
Shares issued and outstanding | 416,667 | ||
Convertible Preferred Stock Series C 1 [Member] | Airspan [Member] | |||
Class of Stock [Line Items] | |||
Shares Authorized | 416,667 | ||
Shares issued and outstanding | 416,667 | 416,667 | |
Convertible Preferred Stock Series D [Member] | |||
Class of Stock [Line Items] | |||
Shares Authorized | 2,142,050 | ||
Shares issued and outstanding | 1,080,993 | 1,450,993 | |
Convertible Preferred Stock Series D [Member] | Airspan [Member] | |||
Class of Stock [Line Items] | |||
Shares Authorized | 2,142,050 | ||
Shares issued and outstanding | 1,080,993 | 1,080,993 | |
Convertible Preferred Stock Series D 1 [Member] | |||
Class of Stock [Line Items] | |||
Shares Authorized | 487,805 | ||
Shares issued and outstanding | 325,203 | 325,203 | |
Convertible Preferred Stock Series D 1 [Member] | Airspan [Member] | |||
Class of Stock [Line Items] | |||
Shares Authorized | 487,805 | ||
Shares issued and outstanding | 325,203 | 325,203 | |
Convertible Preferred Stock Series D 2 [Member] | |||
Class of Stock [Line Items] | |||
Shares Authorized | 2,142,050 | ||
Shares issued and outstanding | 370,000 | ||
Convertible Preferred Stock Series D 2 [Member] | Airspan [Member] | |||
Class of Stock [Line Items] | |||
Shares Authorized | 2,142,050 | ||
Shares issued and outstanding | 370,000 | 370,000 | |
Senior Convertible Preferred Stock Series E [Member] | |||
Class of Stock [Line Items] | |||
Shares Authorized | 1,008,742 | ||
Shares issued and outstanding | 615,231 | 615,231 | |
Senior Convertible Preferred Stock Series E [Member] | Airspan [Member] | |||
Class of Stock [Line Items] | |||
Shares Authorized | 1,008,742 | ||
Shares issued and outstanding | 615,231 | 615,231 | |
Senior Convertible Preferred Stock Series E 1 [Member] | |||
Class of Stock [Line Items] | |||
Shares Authorized | 659,310 | ||
Shares issued and outstanding | 393,511 | 393,511 | |
Senior Convertible Preferred Stock Series E 1 [Member] | Airspan [Member] | |||
Class of Stock [Line Items] | |||
Shares Authorized | 659,310 | ||
Shares issued and outstanding | 393,511 | 393,511 | |
Senior Convertible Preferred Stock Series F [Member] | |||
Class of Stock [Line Items] | |||
Shares Authorized | 398,401 | ||
Shares issued and outstanding | 352,076 | 352,076 | |
Senior Convertible Preferred Stock Series F [Member] | Airspan [Member] | |||
Class of Stock [Line Items] | |||
Shares Authorized | 398,401 | ||
Shares issued and outstanding | 352,076 | 352,076 | |
Senior Convertible Preferred Stock Series F 1 [Member] | |||
Class of Stock [Line Items] | |||
Shares Authorized | 46,325 | ||
Shares issued and outstanding | 46,325 | 46,325 | |
Senior Convertible Preferred Stock Series F 1 [Member] | Airspan [Member] | |||
Class of Stock [Line Items] | |||
Shares Authorized | 46,325 | ||
Shares issued and outstanding | 46,325 | 46,325 | |
Senior Convertible Preferred Stock Series G [Member] | |||
Class of Stock [Line Items] | |||
Shares Authorized | 740,987 | ||
Shares issued and outstanding | 740,987 | ||
Senior Convertible Preferred Stock Series G [Member] | Airspan [Member] | |||
Class of Stock [Line Items] | |||
Shares Authorized | 740,987 | ||
Shares issued and outstanding | 740,987 | 740,987 | |
Senior Convertible Preferred Stock Series G 1 [Member] | |||
Class of Stock [Line Items] | |||
Shares Authorized | 202,100 | ||
Shares issued and outstanding | |||
Senior Convertible Preferred Stock Series G 1 [Member] | Airspan [Member] | |||
Class of Stock [Line Items] | |||
Shares Authorized | 202,100 | ||
Shares issued and outstanding | |||
Senior Convertible Preferred Stock Series H [Member] | |||
Class of Stock [Line Items] | |||
Shares Authorized | 487,806 | ||
Shares issued and outstanding | 168,288 | ||
Senior Convertible Preferred Stock Series H [Member] | Airspan [Member] | |||
Class of Stock [Line Items] | |||
Shares Authorized | 487,806 | ||
Shares issued and outstanding | 181,294 | 168,288 |
COMMON STOCK AND CONVERTIBLE _4
COMMON STOCK AND CONVERTIBLE PREFERRED STOCK (Details 1) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Stock [Line Items] | ||||
Shares Issued | 0 | 0 | ||
Issuance Price per share | $ 10 | $ 10 | ||
Airspan [Member] | ||||
Class of Stock [Line Items] | ||||
Shares Issued | 4,594,410 | 4,581,404 | 3,672,129 | |
Convertible Preferred Stock Series B 1 [Member] | ||||
Class of Stock [Line Items] | ||||
Shares Issued | 72,123 | |||
Issuance Price per share | $ 807,000 | |||
Conversion Rate | 1 | |||
Voting Rate | ||||
Liquidation Preference | $ 58,203 | |||
Convertible Preferred Stock Series B 1 [Member] | Airspan [Member] | ||||
Class of Stock [Line Items] | ||||
Shares Issued | 72,123 | |||
Issuance Price per share | $ 807 | |||
Conversion Rate | 1 | |||
Voting Rate | ||||
Liquidation Preference | $ 58,203 | |||
Convertible Preferred Stock Series C 1 [Member] | ||||
Class of Stock [Line Items] | ||||
Shares Issued | 416,667 | |||
Issuance Price per share | $ 24 | |||
Conversion Rate | 1 | |||
Voting Rate | ||||
Liquidation Preference | $ 10,000 | |||
Convertible Preferred Stock Series C 1 [Member] | Airspan [Member] | ||||
Class of Stock [Line Items] | ||||
Shares Issued | 416,667 | |||
Issuance Price per share | $ 24 | |||
Conversion Rate | 1 | |||
Voting Rate | ||||
Liquidation Preference | $ 10,000 | |||
Convertible Preferred Stock Series D [Member] | ||||
Class of Stock [Line Items] | ||||
Shares Issued | 1,080,993 | |||
Issuance Price per share | $ 61.50 | |||
Conversion Rate | 1 | |||
Voting Rate | $ 1 | |||
Liquidation Preference | $ 66,481 | |||
Convertible Preferred Stock Series D [Member] | Airspan [Member] | ||||
Class of Stock [Line Items] | ||||
Shares Issued | 1,080,993 | |||
Issuance Price per share | $ 61.50 | |||
Conversion Rate | 1 | |||
Voting Rate | $ 1 | |||
Liquidation Preference | $ 66,481 | |||
Convertible Preferred Stock Series D 1 [Member] | ||||
Class of Stock [Line Items] | ||||
Shares Issued | 325,203 | |||
Issuance Price per share | $ 61.50 | |||
Conversion Rate | 1 | |||
Voting Rate | ||||
Liquidation Preference | $ 20,000 | |||
Convertible Preferred Stock Series D 1 [Member] | Airspan [Member] | ||||
Class of Stock [Line Items] | ||||
Shares Issued | 325,203 | |||
Issuance Price per share | $ 61.50 | |||
Conversion Rate | 1 | |||
Voting Rate | ||||
Liquidation Preference | $ 20,000 | |||
Convertible Preferred Stock Series D 2 [Member] | ||||
Class of Stock [Line Items] | ||||
Shares Issued | 370,000 | |||
Issuance Price per share | $ 61.50 | |||
Conversion Rate | 1 | |||
Voting Rate | ||||
Liquidation Preference | $ 22,755 | |||
Convertible Preferred Stock Series D 2 [Member] | Airspan [Member] | ||||
Class of Stock [Line Items] | ||||
Shares Issued | 370,000 | |||
Issuance Price per share | $ 61.50 | |||
Conversion Rate | 1 | |||
Voting Rate | ||||
Liquidation Preference | $ 22,755 | |||
Senior Convertible Preferred Stock Series E [Member] | ||||
Class of Stock [Line Items] | ||||
Shares Issued | 615,231 | |||
Issuance Price per share | $ 91 | |||
Conversion Rate | 1.04 | |||
Voting Rate | $ 1.04 | |||
Liquidation Preference | $ 55,989 | |||
Senior Convertible Preferred Stock Series E [Member] | Airspan [Member] | ||||
Class of Stock [Line Items] | ||||
Shares Issued | 615,231 | |||
Issuance Price per share | $ 91 | |||
Conversion Rate | 1.04 | |||
Voting Rate | $ 1.04 | |||
Liquidation Preference | $ 55,989 | |||
Senior Convertible Preferred Stock Series E 1 [Member] | ||||
Class of Stock [Line Items] | ||||
Shares Issued | 393,511 | |||
Issuance Price per share | $ 91 | |||
Conversion Rate | 1.04 | |||
Voting Rate | ||||
Liquidation Preference | $ 35,811 | |||
Senior Convertible Preferred Stock Series E 1 [Member] | Airspan [Member] | ||||
Class of Stock [Line Items] | ||||
Shares Issued | 393,511 | |||
Issuance Price per share | $ 91 | |||
Conversion Rate | 1.04 | |||
Voting Rate | ||||
Liquidation Preference | $ 35,811 | |||
Senior Convertible Preferred Stock Series F [Member] | ||||
Class of Stock [Line Items] | ||||
Shares Issued | 352,076 | |||
Issuance Price per share | $ 107.93 | |||
Conversion Rate | 1.755 | |||
Voting Rate | $ 1.755 | |||
Liquidation Preference | $ 38,000 | |||
Senior Convertible Preferred Stock Series F [Member] | Airspan [Member] | ||||
Class of Stock [Line Items] | ||||
Shares Issued | 352,076 | |||
Issuance Price per share | $ 107.93 | |||
Conversion Rate | 1.755 | |||
Voting Rate | $ 1.755 | |||
Liquidation Preference | $ 38,000 | |||
Senior Convertible Preferred Stock Series F 1 [Member] | ||||
Class of Stock [Line Items] | ||||
Shares Issued | 46,325 | |||
Issuance Price per share | $ 107.93 | |||
Conversion Rate | 1.755 | |||
Voting Rate | ||||
Liquidation Preference | $ 5,000 | |||
Senior Convertible Preferred Stock Series F 1 [Member] | Airspan [Member] | ||||
Class of Stock [Line Items] | ||||
Shares Issued | 46,325 | |||
Issuance Price per share | $ 107.93 | |||
Conversion Rate | 1.755 | |||
Voting Rate | ||||
Liquidation Preference | $ 5,000 | |||
Senior Convertible Preferred Stock Series G [Member] | ||||
Class of Stock [Line Items] | ||||
Shares Issued | 740,987 | |||
Issuance Price per share | $ 61.50 | |||
Conversion Rate | [1] | 1,000 | ||
Voting Rate | $ 1 | |||
Liquidation Preference | $ 113,927 | |||
Senior Convertible Preferred Stock Series G [Member] | Airspan [Member] | ||||
Class of Stock [Line Items] | ||||
Shares Issued | 740,987 | |||
Issuance Price per share | $ 61.50 | |||
Conversion Rate | [2] | 1,000 | ||
Voting Rate | $ 1 | |||
Liquidation Preference | $ 113,927 | |||
Senior Convertible Preferred Stock Series H [Member] | ||||
Class of Stock [Line Items] | ||||
Shares Issued | 168,288 | |||
Issuance Price per share | $ 61.50 | |||
Conversion Rate | 1 | |||
Voting Rate | $ 1 | |||
Liquidation Preference | $ 10,350 | |||
Senior Convertible Preferred Stock Series H [Member] | Airspan [Member] | ||||
Class of Stock [Line Items] | ||||
Shares Issued | 181,294 | |||
Issuance Price per share | $ 61.50 | |||
Conversion Rate | 1 | |||
Voting Rate | $ 1 | |||
Liquidation Preference | $ 11,150 | |||
[1] | The Series G and G-1 Convertible Preferred Stock have special conversion rights in connection with an IPO or a SPAC merger whereby the Series G Convertible Preferred Stock shall receive shares to at least 2.5 times the amount paid for each preferred share. | |||
[2] | The Series G and G-1 Convertible Preferred Stock have special conversion rights in connection with an initial public offering or a SPAC merger whereby the Series G Convertible Preferred Stock shall receive shares to at least 2.5 times the amount paid for each preferred share. |
COMMON STOCK AND CONVERTIBLE _5
COMMON STOCK AND CONVERTIBLE PREFERRED STOCK (Details 2) - shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Series D Warrants [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding at beginning | 203,252 | 203,252 | 203,252 |
Issuance of warrants | |||
Warrants Outstanding at end | 203,252 | 203,252 | |
Series D Warrants [Member] | Airspan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding at beginning | 203,252 | ||
Issuance of warrants | |||
Warrants Outstanding at end | 203,252 | ||
Warrants expired | (203,252) | ||
Series D 1 Warrants [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding at beginning | 162,601 | 162,601 | 162,601 |
Issuance of warrants | |||
Warrants Outstanding at end | 162,601 | 162,601 | |
Series D 1 Warrants [Member] | Airspan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding at beginning | 162,601 | ||
Issuance of warrants | |||
Warrants Outstanding at end | 162,601 | 162,601 | |
Warrants expired | |||
Series H Warrants [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding at beginning | 139,428 | ||
Issuance of warrants | 139,428 | ||
Warrants Outstanding at end | 139,428 | ||
Series H Warrants [Member] | Airspan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding at beginning | 139,428 | ||
Issuance of warrants | 6,503 | ||
Warrants Outstanding at end | 145,931 | 139,428 | |
Warrants expired |
COMMON STOCK AND CONVERTIBLE _6
COMMON STOCK AND CONVERTIBLE PREFERRED STOCK (Details 3) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrant Liability at beginning | $ 7,632 | $ 764 | $ 2,272 |
(Decrease) increase in fair value | 3,345 | (1,508) | |
Fair value of warrants at issuance | 3,523 | ||
Warrant Liability at beginning | 7,632 | 764 | |
Airspan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrant Liability at beginning | 7,632 | ||
(Decrease) increase in fair value | 4,517 | ||
Fair value of warrants at issuance | 142 | ||
Warrant Liability at beginning | 12,291 | 7,632 | |
Series D 1 Warrants [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrant Liability at beginning | 4,109 | 764 | 2,272 |
(Decrease) increase in fair value | 3,345 | (1,508) | |
Fair value of warrants at issuance | |||
Warrant Liability at beginning | 4,109 | 764 | |
Series D 1 Warrants [Member] | Airspan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrant Liability at beginning | 4,109 | ||
(Decrease) increase in fair value | 3,541 | ||
Fair value of warrants at issuance | |||
Warrant Liability at beginning | 7,650 | 4,109 | |
Series H Warrants [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrant Liability at beginning | 3,523 | ||
(Decrease) increase in fair value | |||
Fair value of warrants at issuance | 3,523 | ||
Warrant Liability at beginning | 3,523 | ||
Series H Warrants [Member] | Airspan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrant Liability at beginning | 3,523 | ||
(Decrease) increase in fair value | 976 | ||
Fair value of warrants at issuance | 142 | ||
Warrant Liability at beginning | $ 4,641 | $ 3,523 |
COMMON STOCK AND CONVERTIBLE _7
COMMON STOCK AND CONVERTIBLE PREFERRED STOCK (Details 4) | Dec. 31, 2020shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total common stock reserved for future issuance | 9,330,341 |
Future Grants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total common stock reserved for future issuance | 2,660,533 |
Convertible Preferred Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total common stock reserved for future issuance | 4,918,446 |
Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total common stock reserved for future issuance | 505,282 |
Employee Stock Plans [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total common stock reserved for future issuance | 1,246,080 |
COMMON STOCK AND CONVERTIBLE _8
COMMON STOCK AND CONVERTIBLE PREFERRED STOCK (Details Narrative) - USD ($) | Mar. 03, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Dec. 30, 2020 | Feb. 03, 2020 | Oct. 31, 2015 | Jun. 30, 2014 | Feb. 18, 2020 | Dec. 31, 2020 | May 08, 2020 | Jul. 22, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | Jun. 30, 2021 |
Class of Stock [Line Items] | |||||||||||||||||
Conversion rate description | In connection with the issuance of the Series G Senior Preferred Stock in February 2020, the conversion price of the Series E Senior Preferred Stock and Series E-1 Senior Preferred Stock (volume weighted average price adjustment) and Series F Senior Preferred Stock and Series F-1 Senior Preferred Stock (full ratchet adjustment) were adjusted down to $87.8463 and $61.50, respectively. In connection with the issuance of the Series H Preferred Stock and Series H Warrants in December 2020, the conversion price of the Series E Senior Preferred Stock and Series E-1 Senior Preferred Stock was adjusted down (volume weighted average price adjustment) to $87 | ||||||||||||||||
Share Price | $ 10 | $ 10 | $ 10 | $ 10 | |||||||||||||
Stock issued for cash | $ 25,000 | ||||||||||||||||
Legal cost | $ 200,000 | $ 200,000 | $ 100,000 | ||||||||||||||
Subsequent Event [Member] | Series D 1 Warrants [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Exercise price of warrants | $ 45.9875 | ||||||||||||||||
Airspan [Member] | Subsequent Event [Member] | Series D 1 Warrants [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Exercise price of warrants | $ 45.9875 | ||||||||||||||||
Fortress Credit Agreement [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Warrants exercised | 1,400 | ||||||||||||||||
Oak [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Share Price | $ 0.0001 | ||||||||||||||||
Series B And Series B 1 Convertible Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Voting Rate Description | Upon any liquidation of the Company, or certain mergers, asset sales or change of control transactions involving the Company, subject to the Common Stock Distribution (as defined below), holders of Series B Convertible Preferred Stock and the Series B-1 Convertible Preferred Stock will be entitled to receive, prior and in preference to any distribution to holders of common stock, Class B common stock and Class C common stock, $807.00 (as appropriately adjusted for any combinations, divisions, or similar recapitalizations) per share of Series B Convertible Preferred Stock and Series B-1 Convertible Preferred Stock, plus all accumulated or accrued and unpaid dividends thereon | ||||||||||||||||
Series C And Series C 1 Convertible Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Voting Rate Description | Upon any liquidation of the Company, or certain mergers, asset sales or change of control transactions involving the Company, subject to the Common Stock Distribution (as defined below), holders of Series C Convertible Preferred Stock and the Series C-1 Convertible Preferred Stock will be entitled to receive, prior and in preference to any distribution to holders of common stock, Class B common stock and Class C common stock, $24.00 (as appropriately adjusted for any combinations, divisions, or similar recapitalizations) per share of Series C Convertible Preferred Stock and Series C-1 Convertible Preferred Stock, plus all accumulated or accrued and unpaid dividends thereon | ||||||||||||||||
Series D Series D 1 And Series D 2 Convertible Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Voting Rate Description | Upon any liquidation of the Company, or certain mergers, asset sales or change of control transactions involving the Company, subject to the Common Stock Distribution (as defined below), holders of Series D Convertible Preferred Stock, the Series D-1 Convertible Preferred Stock and the Series D-2 Convertible Preferred Stock will be entitled to receive, prior and in preference to any distribution to holders of common stock, Class B common stock and Class C common stock, $61.50 (as appropriately adjusted for any combinations, divisions, or similar recapitalizations) per share of Series D Convertible Preferred Stock, Series D-1 Convertible Preferred Stock and Series D-2 Convertible Preferred Stock, plus all accumulated or accrued and unpaid dividends thereon | ||||||||||||||||
Series E And Series E 1 Convertible Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Voting Rate Description | Upon any liquidation of the Company, or certain mergers, asset sales or change of control transactions involving the Company, subject to the Common Stock Distribution (as defined below), holders of Series E Senior Convertible Preferred Stock and the Series E-1 Senior Convertible Preferred Stock will be entitled to receive, prior and in preference to any distribution to holders of Series B, Series B-1, Series C, Series C-1, Series D, Series D-1 and Series D-2 Preferred Stock and common stock, Class B common stock and Class C common stock, $91.0043 (as appropriately adjusted for any combinations, divisions, or similar recapitalizations) per share of the Series E Senior Convertible Preferred Stock and Series E-1 Senior Convertible Preferred Stock, plus all accumulated or accrued and unpaid dividends thereon | ||||||||||||||||
Series F And Series F 1 Convertible Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Voting Rate Description | Upon any liquidation of the Company, or certain mergers, asset sales or change of control transactions involving the Company, subject to the Common Stock Distribution (as defined below), holders of Series F Senior Convertible Preferred Stock and the Series F-1 Senior Convertible Preferred Stock will be entitled to receive, prior and in preference to any distribution to holders of Series B, Series B-1, Series C, Series C-1, Series D, Series D-1 and Series D-2 Preferred Stock, Series E and Series E-1 Senior Convertible Preferred Stock and common stock, Class B common stock and Class C common stock, $107.9317 (as appropriately adjusted for any combinations, divisions, or similar recapitalizations) per share of Series F Senior Convertible Preferred Stock and Series F-1 Senior Convertible Preferred Stock, plus all accumulated or accrued and unpaid dividends thereon | ||||||||||||||||
Series G Convertible Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued | 65,040 | 16,260 | 113,821 | 162,600 | |||||||||||||
Share Price | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Stock issued for cash | $ 4,000,000 | $ 1,000,000 | $ 7,000,000 | $ 10,000,000 | |||||||||||||
Series G Convertible Preferred Stock [Member] | Oak [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued | 383,266 | ||||||||||||||||
Share Price | $ 0.0001 | ||||||||||||||||
Stock issued for cash | $ 23,000,000 | ||||||||||||||||
Series G And Series G 1 Convertible Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Voting Rate Description | Upon any liquidation of the Company, or certain mergers, asset sales or change of control transactions involving the Company, subject to the Common Stock Distribution (as defined below), holders of Series G Senior Convertible Preferred Stock and the Series G-1 Senior Convertible Preferred Stock will be entitled to receive, prior and in preference to any distribution to holders of Series B, Series B-1, Series C, Series C-1, Series D, Series D-1 and Series D-2 Preferred Stock, Series E, Series E-1, Series F and Series F-1 Senior Convertible Preferred Stock and common stock, Class B common stock and Class C common stock, $61.50 (as appropriately adjusted for any combinations, divisions, or similar recapitalizations) per share of Series G Senior Convertible Preferred Stock and Series G-1 Senior Convertible Preferred Stock, multiplied by 2.5, plus all accumulated or accrued and unpaid dividends thereon | ||||||||||||||||
Series H Convertible Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued | 168,288 | ||||||||||||||||
Share Price | 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Stock issued for cash | $ 10,400,000 | ||||||||||||||||
Warrant exercise Price | $ 61.50 | $ 61.50 | |||||||||||||||
Number of warrants purchased | 84,144 | 55,284 | |||||||||||||||
Warrants exercised | 2,100 | ||||||||||||||||
Series H Convertible Preferred Stock [Member] | Airspan [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Warrant exercise Price | $ 61.50 | ||||||||||||||||
Number of warrants purchased | 6,097 | ||||||||||||||||
Series H Senior Convertible Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Voting Rate Description | Upon any liquidation of the Company, or certain mergers, asset sales or change of control transactions involving the Company, subject to the Common Stock Distribution (as defined below), holders of Series H Senior Convertible Preferred Stock will be entitled to receive, prior and in preference to any distribution to holders of common stock, Class B common stock and Class C common stock and all other Convertible Preferred Stock, $61.50 (as appropriately adjusted for any combinations, divisions, or similar recapitalizations) per share of Series H Senior Convertible Preferred Stock, plus all accumulated or accrued and unpaid dividends thereon | ||||||||||||||||
Series D 2 Convertible Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares converted | 370,000 | ||||||||||||||||
Series D Convertible Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Warrant exercise Price | $ 61.50 | $ 61.50 | |||||||||||||||
Number of warrants purchased | 487,805 | 203,252 | |||||||||||||||
Warrants exercised | 325,203 | ||||||||||||||||
Series D Convertible Preferred Stock [Member] | Airspan [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Warrant exercise Price | $ 61.50 | $ 61.50 | |||||||||||||||
Number of warrants purchased | 406 | 203,252 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares Options Outstanding, Beginning | 958,782 | |||
Exercise Price Outstanding, Beginning | $ 22.88 | |||
Number of Shares Options Outstanding, Ending | 958,782 | |||
Exercise Price Outstanding, Ending | $ 22.88 | |||
Number of Shares Options Options exercisable at end of period | 581,233 | |||
Exercise Price Options exercisable at end of period | $ 20.21 | |||
Weighted Average Remaining Contractual Life (Years) | 6 years 9 months 14 days | |||
Weighted Average Remaining Contractual Life (Years) exercisable | 5 years 8 months 1 day | |||
Airspan [Member] | Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted Average Remaining Contractual Life (Years) | 6 years 6 months 7 days | 6 years 9 months 14 days | ||
Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares Options Outstanding, Beginning | 958,782 | 888,621 | 693,307 | |
Exercise Price Outstanding, Beginning | $ 22.88 | $ 21.35 | $ 18.29 | |
Number of Shares Options Granted | 178,128 | 218,482 | ||
Exercise Price Granted | $ 22.86 | $ 31.26 | ||
Number of Shares Options Forfeited | (107,692) | (23,168) | ||
Exercise Price Forfeited | $ 10.30 | $ 23.33 | ||
Number of Shares Options Exercised | [1] | (275) | ||
Exercise Price Exercised | [1] | $ 5.60 | ||
Number of Shares Options Outstanding, Ending | 958,782 | 888,621 | ||
Exercise Price Outstanding, Ending | $ 22.88 | $ 21.35 | ||
Number of Shares Options Options exercisable at end of period | [2] | 581,233 | ||
Exercise Price Options exercisable at end of period | [2] | $ 20.21 | ||
Exercise Price Exercised | [1] | (5.60) | ||
Exercise Price Forfeited | $ (10.30) | $ (23.33) | ||
Stock Options [Member] | Airspan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares Options Outstanding, Beginning | 958,782 | |||
Exercise Price Outstanding, Beginning | $ 22.88 | |||
Number of Shares Options Granted | 77,256 | |||
Exercise Price Granted | $ 36.30 | |||
Number of Shares Options Forfeited | (15,713) | |||
Exercise Price Forfeited | $ 20.67 | |||
Number of Shares Options Exercised | (2,200) | |||
Exercise Price Exercised | $ 31.26 | |||
Number of Shares Options Outstanding, Ending | 1,018,125 | 958,782 | ||
Exercise Price Outstanding, Ending | $ 23.91 | $ 22.88 | ||
Number of Shares Options Options exercisable at end of period | 680,409 | |||
Exercise Price Options exercisable at end of period | $ 21.17 | |||
Exercise Price Exercised | (31.26) | |||
Exercise Price Forfeited | $ (20.67) | |||
Weighted Average Remaining Contractual Life (Years) exercisable | 5 years 7 months 13 days | |||
[1] | The aggregate intrinsic value of stock options exercised during the year ended December 31, 2020 was $6.9 thousand. | |||
[2] | The aggregate intrinsic value of all vested/exercisable options outstanding as of December 31, 2020 was $10.5 million. |
SHARE-BASED COMPENSATION (Det_2
SHARE-BASED COMPENSATION (Details 1) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Outstanding Options | shares | 958,782 |
Weighted Average Exercise Price | $ / shares | $ 22.88 |
Remaining Contractual Life in Years | 6 years 9 months 14 days |
Number of Exercisable Options | shares | 581,233 |
Weighted Average Exercise Price | $ / shares | $ 20.21 |
Range 1 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Outstanding Options | shares | 226,098 |
Weighted Average Exercise Price | $ / shares | $ 12.96 |
Remaining Contractual Life in Years | 3 years 10 months 6 days |
Number of Exercisable Options | shares | 226,098 |
Weighted Average Exercise Price | $ / shares | $ 12.96 |
Range 2 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Outstanding Options | shares | 65,873 |
Weighted Average Exercise Price | $ / shares | $ 15.40 |
Remaining Contractual Life in Years | 4 years 7 months 24 days |
Number of Exercisable Options | shares | 65,873 |
Weighted Average Exercise Price | $ / shares | $ 15.40 |
Range 3 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Outstanding Options | shares | 108,343 |
Weighted Average Exercise Price | $ / shares | $ 19.37 |
Remaining Contractual Life in Years | 6 years 3 months 25 days |
Number of Exercisable Options | shares | 99,314 |
Weighted Average Exercise Price | $ / shares | $ 19.37 |
Range 4 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Outstanding Options | shares | 175,542 |
Weighted Average Exercise Price | $ / shares | $ 22.86 |
Remaining Contractual Life in Years | 9 years 1 month 17 days |
Number of Exercisable Options | shares | |
Weighted Average Exercise Price | $ / shares | |
Range 5 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Outstanding Options | shares | 66,469 |
Weighted Average Exercise Price | $ / shares | $ 29.85 |
Remaining Contractual Life in Years | 7 years 4 months 6 days |
Number of Exercisable Options | shares | 43,283 |
Weighted Average Exercise Price | $ / shares | $ 29.85 |
Range 6 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Outstanding Options | shares | 316,457 |
Weighted Average Exercise Price | $ / shares | $ 31.26 |
Remaining Contractual Life in Years | 8 years 1 month 2 days |
Number of Exercisable Options | shares | 146,665 |
Weighted Average Exercise Price | $ / shares | $ 31.26 |
SHARE-BASED COMPENSATION (Det_3
SHARE-BASED COMPENSATION (Details 2) - shares | Jun. 30, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total common stock reserved for future issuance under employee stock plans | 9,330,341 | |
Employee Stock Plans [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total options available to be granted | 287,298 | |
Total options outstanding | 958,782 | |
Total common stock reserved for future issuance under employee stock plans | 1,246,080 | |
Employee Stock Plans [Member] | Airspan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total options available to be granted | 221,323 | |
Total options outstanding | 1,018,125 | |
Total common stock reserved for future issuance under employee stock plans | 1,239,448,000 |
SHARE-BASED COMPENSATION (Det_4
SHARE-BASED COMPENSATION (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total share-based compensation | $ 2,643 | $ 1,879 | $ 871 | ||||
Airspan [Member] | |||||||
Total share-based compensation | $ 827 | $ 495 | $ 1,488 | $ 987 | 2,643 | 1,879 | 871 |
Research and Development Expense [Member] | |||||||
Total share-based compensation | 854 | 759 | 211 | ||||
Research and Development Expense [Member] | Airspan [Member] | |||||||
Total share-based compensation | 254 | 200 | 468 | 399 | |||
Selling and Marketing Expense [Member] | |||||||
Total share-based compensation | 561 | 374 | 208 | ||||
Selling and Marketing Expense [Member] | Airspan [Member] | |||||||
Total share-based compensation | 196 | 104 | 336 | 206 | |||
General and Administrative Expense [Member] | |||||||
Total share-based compensation | 1,172 | 697 | 414 | ||||
General and Administrative Expense [Member] | Airspan [Member] | |||||||
Total share-based compensation | 363 | 179 | 656 | 358 | |||
Cost of Sales [Member] | |||||||
Total share-based compensation | $ 56 | $ 49 | $ 38 | ||||
Cost of Sales [Member] | Airspan [Member] | |||||||
Total share-based compensation | $ 14 | $ 12 | $ 28 | $ 24 |
SHARE-BASED COMPENSATION (Det_5
SHARE-BASED COMPENSATION (Details 4) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Risk-free interest rate | 0.90% | 0.44% | ||
Expected average years until exercised | 5 years 2 months 8 days | 5 years 7 months 2 days | ||
Expected dividend yield | 0.00% | 0.00% | ||
Expected volatility | 28.00% | 29.00% | ||
Airspan [Member] | ||||
Risk-free interest rate | 0.55% | 1.96% | 2.75% | |
Expected average years until exercised | 5 years | 5 years | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |
Expected volatility | 68.00% | 61.00% | 61.00% |
SHARE-BASED COMPENSATION (Det_6
SHARE-BASED COMPENSATION (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares reserved | 9,330,341 | |||
Options vesting period | 10 years | |||
Weighted average remaining contractual life of options exercisable | 5 years 8 months 1 day | |||
Fair value of shares vested | $ 200 | $ 100 | ||
Weighted average grant date fair value of options | $ 12.78 | $ 16.53 | ||
Stock Options [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Unrecognized compensation expense | $ 4,500 | |||
Weighted average period | 2 years 6 months 7 days | |||
Stock Options [Member] | Airspan [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Weighted average remaining contractual life of options exercisable | 5 years 7 months 13 days | |||
Unrecognized compensation expense | $ 4,800 | |||
Weighted average period | 2 years 5 months 1 day | |||
Restricted Stock Awards [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Unrecognized compensation expense | $ 1,100 | |||
Weighted average period | 7 years 6 months 29 days | |||
Restricted Stock Awards [Member] | Airspan [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Unrecognized compensation expense | $ 1,100 | |||
Weighted average period | 7 years 4 months 20 days | |||
N 2009 Plan [Member] | Employee [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Options granted | 156,082 | 194,905 | ||
N 2009 Plan [Member] | Directors [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Options granted | 22,046 | 23,577 | ||
Common Class B [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares reserved | 15,884 | |||
Common Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares reserved | 1,230,196 |
DEFINED CONTRIBUTION PLANS EX_2
DEFINED CONTRIBUTION PLANS EXPENSE (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |||
Contributions made by Company | $ 5,000 | $ 5,100 | $ 4,900 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | ||||||||
Net loss | $ (25,643,000) | $ (51,981,000) | $ (35,292,000) | |||||
Denominator - basic and diluted: | ||||||||
Basic and diluted weighted average shares outstanding, common stock | 5,097,044 | 4,646,706 | 5,246,865 | 669,534 | 669,534 | 254,679 | ||
Basic and diluted net income per share | $ 0 | $ 0 | $ 0 | $ (38.30) | $ (77.64) | $ (138.57) | ||
Net Income | $ (7,705,427) | $ 4,092,424 | $ (4,662,223) | |||||
Airspan [Member] | ||||||||
Denominator - basic and diluted: | ||||||||
Basic and diluted weighted average shares outstanding, common stock | 670,043,000 | 669,534,000 | 669,839,000 | 669,534,000 | 669,534,000 | 669,534,000 | 254,679,000 | |
Basic and diluted net income per share | $ (15.55) | $ (16.51) | $ (35.78) | $ (35.95) | $ (38.30) | $ (77.64) | $ (138.57) | |
Net Income | $ (10,418,000) | $ (11,053,000) | $ (23,967,000) | $ (24,068,000) | $ (25,643,000) | $ (51,981,000) | $ (35,292,000) |
NET LOSS PER SHARE (Details 1)
NET LOSS PER SHARE (Details 1) - shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Stock Options [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | [1] | 958,782,000 | 888,621,000 | ||||
Stock Options [Member] | Airspan [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | [2] | 1,018,125,000 | 980,946,000 | 1,018,125,000 | 980,946,000 | ||
Nonvested Shares Of Restricted Stock [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 68,557 | 14,200 | |||||
Nonvested Shares Of Restricted Stock [Member] | Airspan [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 72,989 | 68,557 | 72,989 | 68,557 | |||
Convertible Preferred Stock Series B [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 72,123 | ||||||
Convertible Preferred Stock Series B [Member] | Airspan [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 72,123 | 72,123 | |||||
Convertible Preferred Stock Series B 1 [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 72,123 | ||||||
Convertible Preferred Stock Series B 1 [Member] | Airspan [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 72,123 | 72,123 | |||||
Convertible Preferred Stock Series C [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 416,667 | ||||||
Convertible Preferred Stock Series C [Member] | Airspan [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 416,667 | 416,667 | |||||
Convertible Preferred Stock Series C 1 [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 416,667 | ||||||
Convertible Preferred Stock Series C 1 [Member] | Airspan [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 416,667 | 416,667 | |||||
Convertible Preferred Stock Series D [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,080,993 | 1,450,993 | |||||
Convertible Preferred Stock Series D [Member] | Airspan [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,080,993 | 1,450,993 | 1,080,993 | 1,450,993 | |||
Convertible Preferred Stock Series D 1 [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 325,203 | 325,203 | |||||
Convertible Preferred Stock Series D 1 [Member] | Airspan [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 325,203 | 325,203 | 325,203 | 325,203 | |||
Convertible Preferred Stock Series D 2 [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 370,000 | ||||||
Convertible Preferred Stock Series D 2 [Member] | Airspan [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 370,000 | 370,000 | |||||
Senior Convertible Preferred Stock Series E [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 615,231 | 615,231 | |||||
Senior Convertible Preferred Stock Series E [Member] | Airspan [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 615,231 | 615,231 | 615,231 | 615,231 | |||
Senior Convertible Preferred Stock Series E 1 [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 393,511 | 393,511 | |||||
Senior Convertible Preferred Stock Series E 1 [Member] | Airspan [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 393,511 | 393,511 | 393,511 | 393,511 | |||
Senior Convertible Preferred Stock Serie F [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 352,076 | 352,076 | |||||
Senior Convertible Preferred Stock Serie F [Member] | Airspan [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 352,076 | 352,076 | 352,076 | 352,076 | |||
Senior Convertible Preferred Stock Series F 1 [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 46,325 | 46,325 | |||||
Senior Convertible Preferred Stock Series F 1 [Member] | Airspan [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 46,325 | 46,325 | 46,325 | 46,325 | |||
Senior Convertible Preferred Stock Series G [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 740,987 | ||||||
Senior Convertible Preferred Stock Series G [Member] | Airspan [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 740,987 | 464,566 | 740,987 | 464,566 | |||
Senior Convertible Preferred Stock Series H [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 168,288 | ||||||
Senior Convertible Preferred Stock Series H [Member] | Airspan [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 181,294 | 181,294 | |||||
Series D And D 1 Warrants [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 365,854 | 365,854 | |||||
Series D And D 1 Warrants [Member] | Airspan [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 162,602 | 585,624 | 162,602 | 585,624 | |||
Series H Warrants [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 139,428 | ||||||
Series H Warrants [Member] | Airspan [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 145,931 | 145,931 | |||||
[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] | 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. |
INCOME TAXES (Details)
INCOME TAXES (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
UNITED STATES | |
NOL Carryforwards | $ 256,666 |
Expiry Terms | Expires in up to 17 years |
UNITED KINGDOM | |
NOL Carryforwards | $ 182,531 |
Expiry Terms | Does not expire |
U S 1 [Member] | |
NOL Carryforwards | $ 15,425 |
Expiry Terms | Does not expire |
AUSTRALIA | |
NOL Carryforwards | $ 5,220 |
Expiry Terms | Does not expire |
ISRAEL | |
NOL Carryforwards | $ 254,288 |
Expiry Terms | Does not expire |
FINLAND | |
NOL Carryforwards | $ 858 |
Expiry Terms | Expires in up to 7 years |
Other [Member] | |
NOL Carryforwards | $ 1,999 |
Expiry Terms | Expires in up to 5 years |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Net operating loss carryforwards | $ 12,810 | ||
Total deferred tax assets | 42,564 | ||
Valuation allowance | (42,564) | ||
Total deferred tax assets, net | |||
Airspan [Member] | |||
Net operating loss carryforwards | 145,355,000 | $ 143,439,000 | $ 128,823,000 |
Fixed assets | 2,539,000 | 2,830,000 | 2,507,000 |
R&D Amortization | 6,393,000 | 7,296,000 | 6,348,000 |
Accruals and reserves | 8,238,000 | 1,096,000 | 1,094,000 |
R&D and Other Credits | 4,191,000 | ||
Share-based compensation | 2,306,000 | 1,742,000 | 1,678,000 |
Total deferred tax assets | 169,022,000 | 156,403,000 | 140,450,000 |
Intangible assets | (1,395,000) | (2,158,000) | (2,600,000) |
Total deferred tax liabilities | (1,395,000) | (2,158,000) | (2,600,000) |
Valuation allowance | (167,627,000) | (154,245,000) | (137,850,000) |
Total deferred tax assets, net |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Expected income tax benefit at U.S. rates | $ 5,549,000 | $ 12,361,000 | $ 8,695,000 | |
Difference between U.S. rate and rates applicable to subsidiaries in other jurisdictions | (301,000) | (930,000) | (549,000) | |
Expenditures not deductible for tax purposes | (43,000) | (136,000) | (761,000) | |
Acquired net operating losses (a) | 25,028,000 | |||
Tax rate changes outside the U.S. | 5,368,000 | |||
Expiry of foreign taxable losses | 6,218,000 | (363,000) | ||
Other | 502,000 | (742,000) | (2,072,000) | |
Valuation allowance on tax benefits | $ 42,564 | (13,385,000) | (16,395,000) | (30,422,000) |
UK R&D tax credits | 2,242,000 | 696,000 | ||
Income tax benefit (expense) | $ 0 | $ 782,000 | $ (474,000) | $ 252,000 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Income tax credit | $ 800 | $ 1,800 | ||
Income tax charge | 500 | $ 300 | ||
Loss before tax | 26,400 | 51,500 | 35,500 | |
Loss before tax attributable to domestic | $ 12,200 | $ 4,500 | $ 8,000 | |
Effective Income Tax Rate Reconciliation, Percent | 0.00% | 21.00% |
GEOGRAPHICAL INFORMATION (Detai
GEOGRAPHICAL INFORMATION (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total revenue | $ 172,955 | $ 166,031 | $ 210,751 |
UNITED STATES | |||
Total revenue | 41,338 | 105,316 | 182,550 |
Other North America And Canada [Member] | |||
Total revenue | 1,361 | 222 | 1,321 |
Total United States And Canada [Member] | |||
Total revenue | 42,699 | 105,538 | 183,871 |
INDIA | |||
Total revenue | 41,467 | 16,588 | 6,978 |
JAPAN | |||
Total revenue | 64,228 | 16,695 | 3,246 |
Other Asia [Member] | |||
Total revenue | 1,961 | 5,057 | 16,137 |
Total Asia [Member] | |||
Total revenue | 107,656 | 38,340 | 16,137 |
Europe [Member] | |||
Total revenue | 8,054 | 9,676 | 8,510 |
Africa And The Middle East [Member] | |||
Total revenue | 7,105 | 7,295 | 1,646 |
Latin America And The Caribbean [Member] | |||
Total revenue | $ 7,441 | $ 5,182 | $ 587 |
GEOGRAPHICAL INFORMATION (Det_2
GEOGRAPHICAL INFORMATION (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Geographical Information | |||
Loss before income tax related to U.S. operations | $ (15,581) | $ (3,885) | $ (7,973) |
Loss before income tax related to foreign operations | (10,844) | (47,622) | (27,571) |
Loss before income tax | (26,425) | (51,507) | (35,544) |
Net loss related to U.S. operations | (15,553) | (3,857) | (8,024) |
Net loss related to foreign operations | (10,090) | (48,124) | (27,268) |
Net loss | $ (25,643) | $ (51,981) | $ (35,292) |
GEOGRAPHICAL INFORMATION (Det_3
GEOGRAPHICAL INFORMATION (Details 2) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, plant and equipment, net | $ 4,833,000 | $ 5,517,000 | |
Other non-current assets | 3,837,000 | 3,457,000 | |
Total long-lived assets | 8,670,000 | 8,974,000 | |
Total assets, net | $ 116,533,229 | 117,661,907 | |
Airspan [Member] | |||
Property, plant and equipment, net | 6,425,000 | 4,833,000 | 5,517,000 |
Other non-current assets | 3,781,000 | 3,837,000 | 3,457,000 |
Total assets, net | $ 113,804,000 | 147,682,000 | 110,530,000 |
UNITED STATES | |||
Property, plant and equipment, net | 773,000 | 1,246,000 | |
Other non-current assets | 113,000 | 11,000 | |
Total assets, net | 79,622,000 | 60,285,000 | |
Asia [Member] | |||
Property, plant and equipment, net | 581,000 | 482,000 | |
Total assets, net | 6,482,000 | 7,452,000 | |
Europe [Member] | |||
Property, plant and equipment, net | 2,818,000 | 3,094,000 | |
Other non-current assets | 152,000 | 147,000 | |
Total assets, net | 21,927,000 | 25,495,000 | |
Middle East [Member] | |||
Property, plant and equipment, net | 642,000 | 646,000 | |
Other non-current assets | 3,572,000 | 3,299,000 | |
Total assets, net | 39,530,000 | 17,092,000 | |
Other [Member] | |||
Property, plant and equipment, net | 19,000 | 49,000 | |
Total assets, net | $ 121,000 | $ 206,000 |
EQUITY METHOD INVESTMENT (Detai
EQUITY METHOD INVESTMENT (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | $ 172,955,000 | $ 166,031,000 | $ 210,751,000 | |||
Net Income | $ (7,705,427) | $ 4,092,424 | $ (4,662,223) | |||
Unconsolidated Subsidiary [Member] | ||||||
Revenues | 1,008,000 | |||||
Gross profit | 1,008,000 | |||||
Loss from operations | (5,925,000) | (26,137,000) | (11,503,000) | |||
Net Income | $ (6,031,000) | $ (25,136,000) | $ (10,051,000) |
EQUITY METHOD INVESTMENT (Det_2
EQUITY METHOD INVESTMENT (Details 1) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | $ 351,449 | $ 1,499,434 | |
Current liabilities | $ 1,601,223 | 96,248 | |
Unconsolidated Subsidiary [Member] | |||
Current assets | 23,172 | $ 39,588 | |
Noncurrent assets | 51,872 | 52,121 | |
Current liabilities | 2,391 | 10,485 | |
Noncurrent liabilities | $ 117,150 | $ 119,690 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Mar. 03, 2021$ / shares |
Subsequent Event [Member] | Series D 1 Warrants [Member] | |
Subsequent Event [Line Items] | |
Exercise price of warrants | $ 45.9875 |
VALUATION AND QUALIFYING ACCO_3
VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | ||||
Allowance for doubtful accounts at Beginning of Period | $ 2,032 | $ 2,329 | $ 1,960 | |
Additions Charged to Cost and Expenses | 5 | 62 | 752 | |
Write-offs/ Other | [1] | (1,663) | (359) | (383) |
Allowance for doubtful accounts at End of Period | 374 | 2,032 | 2,329 | |
Reserve for inventory valuation at Beginning of Period | 13,640 | 11,861 | 9,075 | |
Additions Charged to Cost and Expenses | 1,996 | 2,537 | 1,895 | |
Write-offs/ Other | [1] | (2,432) | (758) | 891 |
Reserve for inventory valuation at End of Period | $ 13,204 | $ 13,640 | $ 11,861 | |
[1] | The 2018 year includes $1,372 of reserves for inventory valuation acquired in connection with the Mimosa Acquisition. |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||
Cash and cash equivalents | $ 68,386 | $ 1,184,215 | |
Restricted cash | 422 | $ 136 | |
Inventory | 12,019,000 | 17,142,000 | |
Total current assets | 351,449 | 1,499,434 | |
Property, plant and equipment, net | 4,833,000 | 5,517,000 | |
Right-of-use assets, net | 7,882,000 | 10,032,000 | |
Other non-current assets | 3,837,000 | 3,457,000 | |
Total Assets | 116,533,229 | 117,661,907 | |
Current liabilities: | |||
Accounts payable | 1,591,223 | 96,248 | |
Other accrued expenses | 22,538,000 | 17,434,000 | |
Subordinated debt | 10,065,000 | ||
Current portion of long-term debt | 298,000 | 272,000 | |
Total current liabilities | 1,601,223 | 96,248 | |
Long-term debt | 2,087,000 | ||
Total liabilities | 20,026,793 | 16,493,248 | |
Mezzanine equity: | |||
Convertible preferred stock, $0.0001 par value; 9,293,156 shares authorized at June 30, 2021 and December 31, 2020; 4,594,410 and 4,581,404 shares issued and outstanding at June 30, 2021 and December 31, 2020 | 0 | 0 | |
Common stock, $0.0001 par value; 100,000,000 shares authorized; 5,398,351 shares issued and outstanding (excluding 9,521,649 shares subject to possible redemption) | 586 | 540 | |
Additional paid-in capital | 5,569,218 | 907,041 | |
Accumulated deficit | (569,799) | 4,092,424 | |
Total stockholders’ equity | 5,000,005 | 5,000,005 | |
Total Liabilities and Stockholders’ Equity | 116,533,229 | 117,661,907 | |
Common Class B [Member] | |||
Mezzanine equity: | |||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 5,398,351 shares issued and outstanding (excluding 9,521,649 shares subject to possible redemption) | |||
Common Class C [Member] | |||
Mezzanine equity: | |||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 5,398,351 shares issued and outstanding (excluding 9,521,649 shares subject to possible redemption) | |||
Airspan [Member] | |||
Current assets: | |||
Cash and cash equivalents | 12,208,000 | 18,196,000 | 2,877,000 |
Restricted cash | 187,000 | 422,000 | 136,000 |
Accounts receivable, net of allowance of $256 and $374 at June 30, 2021 and December 31, 2020, respectively | 40,671,000 | 71,621,000 | 40,281,000 |
Inventory | 13,048,000 | 12,019,000 | 17,142,000 |
Prepaid expenses and other current assets | 9,062,000 | 7,602,000 | |
Total current assets | 75,176,000 | 109,860,000 | 68,521,000 |
Property, plant and equipment, net | 6,425,000 | 4,833,000 | 5,517,000 |
Goodwill | 13,641,000 | 13,641,000 | 13,641,000 |
Intangible assets, net | 7,031,000 | 7,629,000 | |
Right-of-use assets, net | 7,750,000 | 7,882,000 | 10,032,000 |
Other non-current assets | 3,781,000 | 3,837,000 | 3,457,000 |
Total Assets | 113,804,000 | 147,682,000 | 110,530,000 |
Current liabilities: | |||
Accounts payable | 17,890,000 | 36,849,000 | 24,837,000 |
Deferred revenue | 4,729,000 | 7,521,000 | 10,035,000 |
Other accrued expenses | 26,251,000 | 22,538,000 | |
Subordinated debt | 10,316,000 | 10,065,000 | |
Current portion of long-term debt | 288,000 | 298,000 | 272,000 |
Total current liabilities | 59,474,000 | 77,271,000 | 150,219,000 |
Long-term debt | 2,087,000 | ||
Subordinated term loan - related party | 36,325,000 | 34,756,000 | |
Senior term loan | 38,895,000 | 36,834,000 | 0 |
Other long-term liabilities | 21,285,000 | 17,147,000 | |
Total liabilities | 155,979,000 | 168,095,000 | 161,501,000 |
Mezzanine equity: | |||
Convertible preferred stock, $0.0001 par value; 9,293,156 shares authorized at June 30, 2021 and December 31, 2020; 4,594,410 and 4,581,404 shares issued and outstanding at June 30, 2021 and December 31, 2020 | 364,128,000 | 363,481,000 | 309,923,000 |
Common stock, $0.0001 par value; 100,000,000 shares authorized; 5,398,351 shares issued and outstanding (excluding 9,521,649 shares subject to possible redemption) | |||
Additional paid-in capital | 312,989,000 | 311,431,000 | 308,788,000 |
Accumulated deficit | (719,292,000) | (695,325,000) | (669,682,000) |
Total stockholders’ equity | (406,303) | (383,894) | (360,894) |
Total Liabilities and Stockholders’ Equity | $ 113,804,000 | $ 147,682,000 | $ 110,530,000 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Allowance | $ 256 | $ 374 | $ 2,032 |
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, Shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, Shares issued | 0 | 0 | |
Preferred stock, Shares outstanding | 0 | 0 | |
Common stock, Par value | $ 0.0001 | $ 0.0001 | |
Common stock, Shares authorized | 100,000,000 | 100,000,000 | |
Common stock, Shares issued | 5,859,958 | 5,398,351 | |
Common stock, Shares outstanding | 5,859,958 | 5,398,351 | |
Common Class B [Member] | |||
Common stock, Shares authorized | 482,838 | ||
Common Class C [Member] | |||
Common stock, Par value | $ 0.0003 | $ 0.0003 | |
Airspan [Member] | |||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares authorized | 9,293,156 | 9,293,156 | 7,862,263 |
Preferred stock, Shares issued | 4,594,410 | 4,581,404 | 3,672,129 |
Preferred stock, Shares outstanding | 4,594,410 | 4,581,404 | 3,672,129 |
Common stock, Par value | $ 0.0003 | $ 0.0003 | $ 0.0003 |
Common stock, Shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Common stock, Shares issued | 205,057 | 202,705 | 202,705 |
Common stock, Shares outstanding | 205,057 | 202,582 | 202,582 |
Airspan [Member] | Common Class B [Member] | |||
Common stock, Par value | $ 0.0003 | $ 0.0003 | $ 0.0003 |
Common stock, Shares authorized | 482,838 | 482,838 | 482,838 |
Common stock, Shares issued | 466,952 | 466,952 | 466,952 |
Common stock, Shares outstanding | 466,952 | 466,952 | 466,952 |
Airspan [Member] | Common Class C [Member] | |||
Common stock, Par value | $ 0.0003 | ||
Common stock, Shares authorized | 2,630,840 | 2,630,840 | 2,630,840 |
Common stock, Shares issued | 0 | 0 | 0 |
Common stock, Shares outstanding | 0 | 0 | 0 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues: | |||||||
Total revenues | $ 172,955,000 | $ 166,031,000 | $ 210,751,000 | ||||
Operating expenses: | |||||||
Total operating expenses | $ 2,071,796 | $ 2,652,960 | |||||
Loss from operations | (2,071,796) | (2,652,960) | |||||
Interest expense, net | 5,189 | 19,307 | |||||
Income tax expense | $ 782,000 | $ (474,000) | $ 252,000 | ||||
Net Income | $ (7,705,427) | $ (4,662,223) | |||||
Loss per share - basic and diluted | $ 0 | $ 0 | $ (38.30) | $ (77.64) | $ (138.57) | ||
Weighted average shares outstanding - basic and diluted | 5,097,044 | 5,246,865 | 669,534 | 669,534 | 254,679 | ||
Products And Software Licenses [Member] | |||||||
Revenues: | |||||||
Total revenues | $ 35,041 | $ 16,565 | $ 74,040 | $ 35,293 | $ 134,338 | $ 127,624 | $ 187,511 |
Cost of revenues: | |||||||
Total cost of revenues | 21,727 | 11,846 | 45,615 | 23,835 | 84,375 | 93,362 | 141,574 |
Total cost of revenues | 21,727 | 11,846 | 45,615 | 23,835 | 84,375 | 93,362 | 141,574 |
Maintenance Warranty And Services [Member] | |||||||
Revenues: | |||||||
Total revenues | 7,007 | 11,228 | 13,943 | 20,078 | 38,617 | 38,407 | 23,240 |
Cost of revenues: | |||||||
Total cost of revenues | 1,093 | 1,240 | 2,196 | 2,097 | 4,477 | 2,297 | 1,923 |
Total cost of revenues | 1,093 | 1,240 | 2,196 | 2,097 | 4,477 | 2,297 | 1,923 |
Airspan [Member] | |||||||
Revenues: | |||||||
Total revenues | 42,048,000 | 27,793,000 | 87,983,000 | 55,371,000 | 172,955,000 | 166,031,000 | 210,751,000 |
Cost of revenues: | |||||||
Total cost of revenues | 22,820,000 | 13,086,000 | 47,811,000 | 25,932,000 | 88,852,000 | 95,659,000 | 143,497,000 |
Total cost of revenues | 22,820,000 | 13,086,000 | 47,811,000 | 25,932,000 | 88,852,000 | 95,659,000 | 143,497,000 |
Gross profit | 19,228,000 | 14,707,000 | 40,172,000 | 29,439,000 | 84,103,000 | 70,372,000 | 67,254,000 |
Operating expenses: | |||||||
Research and development | 15,524,000 | 12,497,000 | 29,898,000 | 25,713,000 | 52,858,000 | 59,941,000 | 45,963,000 |
Sales and marketing | 7,482 | 6,490 | 14,842 | 14,413 | |||
General and administrative | 4,445,000 | 3,915,000 | 8,900,000 | 7,947,000 | 16,555,000 | 16,444,000 | 13,067,000 |
Amortization of intangibles | 299,000 | 389,000 | 598,000 | 778,000 | 1,733,000 | 1,365,000 | 114,000 |
Loss on sale of assets | 22,000 | ||||||
Total operating expenses | 27,750,000 | 23,291,000 | 54,238,000 | 48,873,000 | 99,906,000 | 116,355,000 | 96,914,000 |
Loss from operations | (8,522,000) | (8,584,000) | (14,066,000) | (19,434,000) | (15,803,000) | (45,983,000) | (29,660,000) |
Interest expense, net | (2,512,000) | (1,606,000) | (4,950,000) | (3,196,000) | |||
Gain on extinguishment of debt | 2,096,000 | 2,096,000 | |||||
Other expense, net | (1,388,000) | (770,000) | (6,880,000) | (1,240,000) | |||
Loss before income taxes | (10,326,000) | (10,960,000) | (23,800,000) | (23,870,000) | |||
Income tax expense | (92,000) | (93,000) | (167,000) | (198,000) | 782,000 | (474,000) | 252,000 |
Net Income | $ (10,418,000) | $ (11,053,000) | $ (23,967,000) | $ (24,068,000) | $ (25,643,000) | $ (51,981,000) | $ (35,292,000) |
Loss per share - basic and diluted | $ (15.55) | $ (16.51) | $ (35.78) | $ (35.95) | $ (38.30) | $ (77.64) | $ (138.57) |
Weighted average shares outstanding - basic and diluted | 670,043,000 | 669,534,000 | 669,839,000 | 669,534,000 | 669,534,000 | 669,534,000 | 254,679,000 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY DEFICIT - USD ($) $ in Thousands | Total Mezzanine Equity [Member] | Convertible Preferred Stock Series B Shares [Member] | Convertible Preferred Stock Series B 1 Shares [Member] | Convertible Preferred Stock Series C Shares [Member] | Convertible Preferred Stock Series C 1 Shares [Member] | Convertible Preferred Stock Series D Shares [Member] | Convertible Preferred Stock Series D 1 Shares [Member] | Convertible Preferred Stock Series D 2 Shares [Member] | Convertible Preferred Stock Series E Shares [Member] | Convertible Preferred Stock Series E 1 Shares [Member] | Convertible Preferred Stock Series F Shares [Member] | Convertible Preferred Stock Series F 1 Shares [Member] | Convertible Preferred Stock Series G Shares [Member] | Convertible Preferred Stock Series H Shares [Member] | Convertible Preferred Stock Total Shares [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | Common Stock [Member] | Common Stock B [Member] | Common B Shares [Member] |
Beginning balance, value at Dec. 31, 2017 | $ 267,267 | $ 299,148 | $ (582,409) | $ (283,261) | |||||||||||||||||
Balance at beginning, shares at Dec. 31, 2017 | 72,123 | 416,667 | 1,450,993 | 325,203 | 615,231 | 393,511 | 3,273,728 | 202,582 | |||||||||||||
Net loss | (35,292) | (35,292) | |||||||||||||||||||
Issuance of preferred stock, net of issuance costs | 34,876 | ||||||||||||||||||||
Issuance of preferred stock, net of issuance costs, shares | 277,955 | 46,325 | 324,280 | ||||||||||||||||||
Share-based compensation expense | 871 | 871 | |||||||||||||||||||
Ending balance, value at Dec. 31, 2018 | 302,143 | 306,909 | (617,701) | (310,792) | |||||||||||||||||
Balance at ending, shares at Dec. 31, 2018 | 72,123 | 416,667 | 1,450,993 | 325,203 | 615,231 | 393,511 | 277,955 | 46,325 | 3,598,008 | 202,582 | 466,952 | ||||||||||
Net loss | (51,981) | (51,981) | |||||||||||||||||||
Issuance of preferred stock, net of issuance costs | 7,780 | ||||||||||||||||||||
Issuance of preferred stock, net of issuance costs, shares | 74,121 | 74,121 | |||||||||||||||||||
Share-based compensation expense | 1,879 | 1,879 | |||||||||||||||||||
Ending balance, value at Dec. 31, 2019 | 309,923 | 308,788 | (669,682) | (360,894) | |||||||||||||||||
Balance at ending, shares at Dec. 31, 2019 | 72,123 | 416,667 | 1,450,993 | 325,203 | 615,231 | 393,511 | 352,076 | 46,325 | 3,672,129 | 202,582 | 466,952 | 466,952 | |||||||||
Net loss | (24,068) | (24,068) | |||||||||||||||||||
Conversion of debt to preferred stock | 23,517 | ||||||||||||||||||||
Issuance of preferred stock, net of issuance costs | 11,966 | ||||||||||||||||||||
Issuance of preferred stock, net of issuance costs, shares | 195,121 | 195,121 | |||||||||||||||||||
Share-based compensation expense | 987 | 987 | |||||||||||||||||||
Ending balance, value at Jun. 30, 2020 | 345,406 | 309,775 | (693,750) | (383,975) | |||||||||||||||||
Balance at ending, shares at Jun. 30, 2020 | 72,123 | 416,667 | 1,450,993 | 325,203 | 615,231 | 393,511 | 352,076 | 46,325 | 578,387 | 4,250,516 | 202,582 | 466,952 | |||||||||
Conversion of debt to preferred stock, shares | 383,266 | 383,266 | |||||||||||||||||||
Beginning balance, value at Dec. 31, 2019 | 309,923 | 308,788 | (669,682) | (360,894) | |||||||||||||||||
Balance at beginning, shares at Dec. 31, 2019 | 72,123 | 416,667 | 1,450,993 | 325,203 | 615,231 | 393,511 | 352,076 | 46,325 | 3,672,129 | 202,582 | 466,952 | 466,952 | |||||||||
Net loss | (25,643) | (25,643) | |||||||||||||||||||
Conversion of debt to preferred stock | 23,571 | ||||||||||||||||||||
Issuance of preferred stock, net of issuance costs | 29,987 | ||||||||||||||||||||
Issuance of preferred stock, net of issuance costs, shares | 357,721 | 168,288 | 526,009 | ||||||||||||||||||
Share-based compensation expense | 2,643 | 2,643 | |||||||||||||||||||
Ending balance, value at Dec. 31, 2020 | 363,481 | 311,431 | (695,325) | (383,894) | |||||||||||||||||
Balance at ending, shares at Dec. 31, 2020 | 72,123 | 416,667 | 1,080,993 | 325,203 | 370,000 | 615,231 | 393,511 | 352,076 | 46,325 | 740,987 | 168,288 | 4,581,404 | 202,582 | 466,952 | 466,952 | ||||||
Conversion of debt to preferred stock, shares | 383,266 | 383,266 | |||||||||||||||||||
Beginning balance, value at Mar. 31, 2020 | 338,431 | 309,280 | (682,697) | (373,417) | |||||||||||||||||
Balance at beginning, shares at Mar. 31, 2020 | 72,123 | 416,667 | 1,450,993 | 325,203 | 615,231 | 393,511 | 352,076 | 46,325 | 464,566 | 4,136,695 | 202,582 | 466,952 | |||||||||
Net loss | (11,053) | (11,053) | |||||||||||||||||||
Conversion of debt to preferred stock | |||||||||||||||||||||
Issuance of preferred stock, net of issuance costs | 6,975 | ||||||||||||||||||||
Issuance of preferred stock, net of issuance costs, shares | 113,281 | 113,281 | |||||||||||||||||||
Share-based compensation expense | 495 | 495 | |||||||||||||||||||
Ending balance, value at Jun. 30, 2020 | 345,406 | 309,775 | (693,750) | (383,975) | |||||||||||||||||
Balance at ending, shares at Jun. 30, 2020 | 72,123 | 416,667 | 1,450,993 | 325,203 | 615,231 | 393,511 | 352,076 | 46,325 | 578,387 | 4,250,516 | 202,582 | 466,952 | |||||||||
Beginning balance, value at Dec. 31, 2020 | 363,481 | 311,431 | (695,325) | (383,894) | |||||||||||||||||
Balance at beginning, shares at Dec. 31, 2020 | 72,123 | 416,667 | 1,080,993 | 325,203 | 370,000 | 615,231 | 393,511 | 352,076 | 46,325 | 740,987 | 168,288 | 4,581,404 | 202,582 | 466,952 | 466,952 | ||||||
Net loss | (23,967) | (23,967) | |||||||||||||||||||
Conversion of debt to preferred stock | |||||||||||||||||||||
Issuance of preferred stock, net of issuance costs | 647 | ||||||||||||||||||||
Issuance of preferred stock, net of issuance costs, shares | 13,006 | 13,006 | |||||||||||||||||||
Share-based compensation expense | 1,489 | 1,489 | |||||||||||||||||||
Ending balance, value at Jun. 30, 2021 | 364,128 | 312,989 | (719,292) | (406,303) | |||||||||||||||||
Balance at ending, shares at Jun. 30, 2021 | 72,123 | 416,667 | 1,080,993 | 325,203 | 370,000 | 615,231 | 393,511 | 352,076 | 46,325 | 740,987 | 181,294 | 4,594,410 | 205,057 | 466,952 | |||||||
Exercise of common stock options | 69 | 69 | |||||||||||||||||||
Exercise of common stock options | 2,475,000 | ||||||||||||||||||||
Beginning balance, value at Mar. 31, 2021 | 364,128 | 312,092 | (708,874) | (396,782) | |||||||||||||||||
Balance at beginning, shares at Mar. 31, 2021 | 72,123 | 416,667 | 1,080,993 | 325,203 | 370,000 | 615,231 | 393,511 | 352,076 | 46,325 | 740,987 | 181,294 | 4,594,410 | 202,582 | 466,952 | |||||||
Net loss | (10,418) | (10,418) | |||||||||||||||||||
Conversion of debt to preferred stock | |||||||||||||||||||||
Issuance of preferred stock, net of issuance costs | |||||||||||||||||||||
Issuance of preferred stock, net of issuance costs, shares | |||||||||||||||||||||
Share-based compensation expense | 828 | 828 | |||||||||||||||||||
Ending balance, value at Jun. 30, 2021 | $ 364,128 | 312,989 | (719,292) | (406,303) | |||||||||||||||||
Balance at ending, shares at Jun. 30, 2021 | 72,123 | 416,667 | 1,080,993 | 325,203 | 370,000 | 615,231 | 393,511 | 352,076 | 46,325 | 740,987 | 181,294 | 4,594,410 | 205,057 | 466,952 | |||||||
Exercise of common stock options | $ 69 | $ 69 | |||||||||||||||||||
Exercise of common stock options | 2,475,000 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 4 Months Ended | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||||||
Net loss | $ 4,092,424 | |||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Share-based compensation | $ 1,489,000 | $ 987,000 | $ 2,643,000 | $ 1,879,000 | $ 871,000 | |
Changes in operating assets and liabilities: | ||||||
Decrease in prepaid expenses and other current assets | (315,219) | 32,156 | ||||
(Decrease) in accounts payable | 96,248 | 1,494,975 | ||||
Net cash used in operating activities | (434,130) | (1,115,829) | 20,400,000 | |||
Cash flows from investing activities: | ||||||
Net cash used in investing activities | (116,150,000) | 0 | ||||
Cash flows from financing activities: | ||||||
Net cash provided by financing activities | 117,768,345 | |||||
Cash, cash equivalents and restricted cash, beginning of year | 18,618 | 3,013 | 3,013 | 7,003 | ||
Cash, cash equivalents and restricted cash, end of year | 18,618 | 18,618 | 3,013 | 7,003 | ||
Supplemental disclosure of non-cash financing activities: | ||||||
Conversion of debt to preferred stock | ||||||
Airspan [Member] | ||||||
Cash flows from operating activities: | ||||||
Net loss | (23,967,000) | (24,068,000) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Depreciation and amortization | 2,129,000 | 2,346,000 | ||||
Foreign exchange gain on long-term debt | (1,000) | (12,000) | ||||
Bad debt expense | 138,000 | |||||
Gain on extinguishment of debt | (2,096,000) | |||||
Share-based compensation | 1,489,000 | 987,000 | ||||
Total adjustments | 1,659,000 | 3,321,000 | 7,317,000 | 6,412,000 | 4,602,000 | |
Changes in operating assets and liabilities: | ||||||
Decrease in accounts receivable | 30,812,000 | 3,016,000 | (31,345,000) | (11,632,000) | 748,000 | |
(Increase) decrease in inventory | (1,029,000) | 2,886,000 | 5,123,000 | 7,891,000 | 2,851,000 | |
Decrease in prepaid expenses and other current assets | (1,460,000) | 977,000 | 483,000 | 16,991,000 | 5,329,000 | |
Decrease (increase) in other operating assets | 56,000 | (15,000) | (380,000) | (261,000) | 377,000 | |
(Decrease) in accounts payable | (18,959,000) | (5,566,000) | 12,012,000 | (3,111,000) | 895,000 | |
(Decrease) increase in deferred revenue | (2,792,000) | 391,000 | (2,514,000) | 5,253,000 | (29,117,000) | |
Increase (decrease) in other accrued expenses | 3,713,000 | (368,000) | 5,104,000 | 894,000 | (1,289,000) | |
Increase in other long-term liabilities | 4,270,000 | 1,797,000 | 5,889,000 | (1,392,000) | 1,759,000 | |
Increase in accrued interest on long-term debt | 3,881,000 | 1,800,000 | 3,587,000 | 2,706,000 | 450,000 | |
Net cash used in operating activities | (3,816,000) | (15,829,000) | (20,367,000) | (28,230,000) | (48,687,000) | |
Cash flows from investing activities: | ||||||
Purchase of property, plant and equipment | (3,123,000) | (404,000) | (2,226,000) | (2,673,000) | (1,912,000) | |
Net cash used in investing activities | (3,123,000) | (404,000) | (2,226,000) | (2,673,000) | (2,753,000) | |
Cash flows from financing activities: | ||||||
Borrowings under line of credit, net | 1,790,000 | (1,993,000) | (3,867,000) | 9,310,000 | ||
Borrowings under other long-term debt | 2,073,000 | 2,073,000 | 0 | 0 | ||
Proceeds from the exercise of stock options | 69,000 | |||||
Proceeds from the sale of Series G stock, net | 11,913,000 | 21,913,000 | 0 | 0 | ||
Proceeds from the sale of Series H stock, net | 505,000 | 8,074,000 | 0 | 0 | ||
Proceeds from the issuance of Series H warrants | 142,000 | 2,126,000 | 0 | 0 | ||
Net cash provided by financing activities | 716,000 | 15,776,000 | 38,198,000 | 26,913,000 | 43,774,000 | |
Net decrease in cash, cash equivalents and restricted cash | (6,223,000) | (457,000) | 15,605,000 | (3,990,000) | (7,666,000) | |
Cash, cash equivalents and restricted cash, beginning of year | 18,618,000 | 3,013,000 | 3,013,000 | 7,003,000 | 14,669,000 | |
Cash, cash equivalents and restricted cash, end of year | $ 18,618,000 | 12,395,000 | 2,556,000 | 18,618,000 | 3,013,000 | 7,003,000 |
Supplemental disclosures of cash flow information | ||||||
Cash paid for interest | 4,938,000 | 3,144,000 | 6,363,000 | 5,761,000 | 2,902,000 | |
Cash paid for income taxes | 976,000 | 448,000 | 241,000 | 446,000 | 127,000 | |
Supplemental disclosure of non-cash financing activities: | ||||||
Issuance of preferred stock upon conversion of debt | 23,571,000 | 23,571,000 | $ 0 | $ 0 | ||
Conversion of debt to preferred stock | $ (23,571,000) | $ (23,571,000) |
REVENUE RECOGNITION (Details)
REVENUE RECOGNITION (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total revenues | $ 172,955 | $ 166,031 | $ 210,751 | ||||
Airspan [Member] | |||||||
Total revenues | $ 42,048 | $ 27,793 | $ 87,983 | $ 55,371 | 172,955 | 166,031 | 210,751 |
Product Sales [Member] | |||||||
Total revenues | 131,105 | 121,741 | 185,092 | ||||
Product Sales [Member] | Airspan [Member] | |||||||
Total revenues | 34,458 | 15,633 | 72,512 | 33,892 | |||
Nonrecurring Engineering [Member] | |||||||
Total revenues | 16,007 | 21,713 | 14,291 | ||||
Nonrecurring Engineering [Member] | Airspan [Member] | |||||||
Total revenues | 4,771 | 5,387 | 6,896 | 8,652 | |||
Product Maintenance Contracts [Member] | |||||||
Total revenues | 11,796 | 9,221 | 2,153 | ||||
Product Maintenance Contracts [Member] | Airspan [Member] | |||||||
Total revenues | 327 | 2,901 | 3,252 | 5,797 | |||
Professional Service Contracts [Member] | |||||||
Total revenues | 10,814 | 7,473 | 6,796 | ||||
Professional Service Contracts [Member] | Airspan [Member] | |||||||
Total revenues | 1,909 | 2,940 | 3,795 | 5,629 | |||
Software Licenses [Member] | |||||||
Total revenues | 2,757 | 5,607 | 2,012 | ||||
Software Licenses [Member] | Airspan [Member] | |||||||
Total revenues | 527 | 728 | 1,114 | 949 | |||
Other [Member] | |||||||
Total revenues | $ 476 | $ 276 | $ 407 | ||||
Other [Member] | Airspan [Member] | |||||||
Total revenues | $ 56 | $ 204 | $ 414 | $ 452 |
REVENUE RECOGNITION (Details 1)
REVENUE RECOGNITION (Details 1) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Contract assets | $ 5,361 | $ 11,823 | |
Contracts liabilities | 7,521 | 10,035 | |
Change in contract asset | 6,462 | ||
Contracts liabilities | $ (2,514) | ||
Airspan [Member] | |||
Contract assets | $ 11,917,000 | 5,361,000 | |
Contracts liabilities | 4,729,000 | $ 7,521,000 | |
Change in contract asset | 6,556,000 | ||
Contracts liabilities | $ (2,792,000) |
REVENUE RECOGNITION (Details 2)
REVENUE RECOGNITION (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Amounts included in the beginning of year contract liability balance | $ 3,576 | $ 2,407 | ||||
Airspan [Member] | ||||||
Amounts included in the beginning of year contract liability balance | $ 877,000 | $ 422,000 | $ 4,427,000 | $ 1,814,000 |
REVENUE RECOGNITION (Details 3)
REVENUE RECOGNITION (Details 3) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Product warranty liabilities | $ 12,372,000 | |||
Balance, end of period | $ 14,400,570 | 14,400,570 | ||
Airspan [Member] | ||||
Product warranty liabilities | 1,019,000 | $ 986,000 | 1,019,000 | $ 981,000 |
Product warrant liabilities Accruals | 168,000 | 150,000 | 260,000 | 181,000 |
Product warrant liabilities settlements | (88,000) | (169,000) | (180,000) | (195,000) |
Balance, end of period | $ 1,099,000 | $ 967,000 | $ 1,099,000 | $ 967,000 |
SUBORDINATED DEBT (Details Narr
SUBORDINATED DEBT (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Nov. 28, 2017 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 06, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Subordinated debt | $ 10,065 | ||||
Accrued interest | 9,000 | ||||
Airspan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Subordinated debt | $ 10,316 | 10,065 | |||
Accrued interest | $ 6,300 | $ 4,800 | |||
Golden Wayford Limited [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Subordinated Convertible Note Promissory Note | $ 10,000 | ||||
Principal Payment | $ 1,000 | ||||
Maturity Date | Feb. 16, 2016 | ||||
Interest rate | 5.00% | ||||
Golden Wayford Limited [Member] | Airspan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Subordinated Convertible Note Promissory Note | $ 10,000 | ||||
Principal Payment | $ 1,000 | ||||
Maturity Date | Feb. 16, 2016 | ||||
Interest rate | 5.00% | ||||
Subordinated debt | $ 9,000 | ||||
Accrued interest | $ 1,300 | $ 1,100 |
SUBORDINATED TERM LOAN _ RELA_2
SUBORDINATED TERM LOAN – RELATED PARTY (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | |||
May 23, 2019 | Jun. 30, 2021 | Dec. 31, 2020 | Feb. 09, 2016 | |
Offsetting Assets [Line Items] | ||||
Interest Payable, Current | $ 9,000 | |||
Airspan [Member] | ||||
Offsetting Assets [Line Items] | ||||
Subordinated Debts | 30,000 | |||
Interest Payable, Current | $ 6,300 | $ 4,800 | ||
Subordinated Loan Agreement [Member] | ||||
Offsetting Assets [Line Items] | ||||
Subordinated Term Loan | $ 15,000 | |||
Maturity date | Dec. 31, 2020 | |||
Subordinated Loan Agreement [Member] | Airspan [Member] | ||||
Offsetting Assets [Line Items] | ||||
Subordinated Term Loan | $ 15,000 | |||
Maturity date | Dec. 31, 2021 |
COMMITMENTS AND CONTINGENCY (De
COMMITMENTS AND CONTINGENCY (Details Narrative) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Commitments | $ 55,600 | |
Airspan [Member] | ||
Commitments | $ 76,600 |