Exhibit 99.2
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Item 2.02 Results of Operations and Financial Condition
On August 9, 2022, Airspan Networks Holdings Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 7.01 Regulation FD Disclosure
On August 10, 2022, the Company published an investor presentation. A copy of the investor presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
| Exhibit Number | Description | |
| 99.1 | Press Release dated August 9, 2022 | |
| 99.2 | Investor Presentation dated August 10, 2022 | |
| 104 | Cover Page Interactive Data File |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: August 10, 2022 | Airspan Networks Holdings Inc. | |
| By: | /s/ David Brant | |
| David Brant | ||
| Senior Vice President, Chief Financial Officer, Treasurer and Secretary | ||
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EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.1 | Press Release dated August 9, 2022 | |
| 99.2 | Investor Presentation dated August 10, 2022 | |
| 104 | Cover Page Interactive Data File |
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Exhibit 99.1
AIRSPAN NETWORKS HOLDINGS INC. REPORTS SECOND QUARTER 2022 RESULTS, WITH GROWING DEMAND IN AIRSPAN'S CORE MARKETS, NAMELY MOBILE NETWORKS, PRIVATE NETWORKS AND FIXED WIRELESS
BOCA RATON, Fla.--(BUSINESS WIRE)-- Airspan Networks Holdings Inc. (NYSE American: MIMO), which provides ground-breaking, disruptive software and hardware for 5G networks, and a pioneer in end-to-end Open RAN solutions, today announced results for the second quarter ended June 30, 2022.
Key Second Quarter Financial Highlights
| · | Revenue of $46.9 million, increased 25% sequentially from first quarter 2022, and increased 12% year-over-year |
| · | Gross margin of 40.1% compared to 32.1% in first quarter 2022, and 45.7% in second quarter 2021 |
| · | Net loss of $21.0 million, compared to a net loss of $29.7 million in first quarter 2022, and a net loss of $10.4 million for second quarter 2021 |
| · | Adjusted EBITDA (non-GAAP measure) was a loss of $12.3 million compared to a loss of $18.0 million in first quarter 2022 and a loss of $5.4 million in second quarter 2021 |
| · | Loss per share was 29 cents, compared to loss per share of 41 cents in first quarter 2022 and a loss per share of 17 cents in second quarter 2021 |
Second Quarter Business Highlights:
| · | Strong performance in a challenging supply chain environment. |
| · | Continued momentum in private network deployments: |
| o | Added over 60 Private 4G/5G Networks in second quarter 2022 bringing the total number of Private Networks design wins to more than 300. |
| o | Signed Global Purchase Agreements with two additional web scale cloud providers. |
| o | Signed agreement with a leading global Private Networks managed service provider. |
| · | New milestone reached with a Tier 1 US Cable MSO with a Purchase Order in second quarter 2022, and a significant deployment throughout 2022. |
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| · | Airspan Networks Named Winner of Three Small Cell Forum Innovation Awards, Demonstrating Solution Scalability for Both Public and Private Networks. Fifth year in a row Airspan has been honored by the Forum (link). |
| · | Demonstrated a fiber equivalent 4+ Gbps Fixed Wireless Access point to multi-point connection speed with one of Asia’s largest carriers and made substantial inroads with US Rural Digital Opportunity Fund recipients. |
Leading Product Portfolio Drives Strong Demand
“We continue to execute our growth plan and see healthy demand for our innovative products and solutions,” said Airspan Chairman and Chief Executive Officer Eric Stonestrom. “Furthermore, we are encouraged by concrete government action on the CHIPS Act, which currently allocates $1.5B for Open RAN technology development, an area of Airspan focus and differentiation. However, the supply chain environment continues to impact sales and margin as seen in the near-term outlook.”
“Four of our largest customers signed new purchase orders during the quarter. We continue to see growing demand in the core markets we serve, namely mobile networks, private networks and fixed wireless,” said Airspan President and Chief Operating Officer Glenn Laxdal.
Business Outlook
We anticipate third quarter 2022 revenue of $42 million to $48 million at a gross margin of 38% to 40%. Both figures continue to be impacted by component availability, related expenses and challenges from COVID-19 restrictions in Asia.
Except as required by applicable securities laws, the Company does not intend to make publicly available any update or other revision to these financial projections. The Company has relied upon certain assumptions and estimates to develop these projections, including, among other things, assumptions about its order backlog and pipeline, customer adoption and subsequent expansion of 5G technologies, the mix of products sold, the performance of the Company’s outsourced supply chain and the costs of materials and services. These financial projections do not take into account any circumstances or events occurring after the date of this news release. Readers are cautioned not to place undue reliance on these financial projections. None of Airspan or any of its directors, officers, advisors or other representatives has made or makes any representation regarding ultimate performance compared to these financial projections or that these financial projections will be achieved.
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Earnings Conference Call
A conference call with Airspan executives will be held on Wednesday, August 10 at 8:30 am ET. It can be accessed through a toll-free dial-in, 1-877-589-7296, or 1-215-268-9906 (local), by requesting the Airspan call, as well as on the Airspan investor relations website, ir.airspan.com. An audio replay will be available on the Airspan investor relations site following the call.
About Airspan
Airspan Networks Holdings Inc. (NYSE American: MIMO) is a U.S.-based provider of groundbreaking, disruptive software and hardware for 5G networks, and a pioneer in end-to-end Open RAN solutions that provide interoperability with other vendors. As a result of innovative technology and significant R&D investments to build and expand 5G solutions, Airspan believes it is well-positioned with 5G indoor and outdoor, Open RAN, private networks for enterprise customers and industrial use applications, fixed wireless access (FWA), and CBRS solutions to help mobile network operators of all sizes deploy their networks of the future, today. With over one million cells shipped to 1,000 customers in more than 100 countries, Airspan has global scale. For more information, visit www.airspan.com.
Cautionary Statement Regarding Forward-Looking Statements
This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, Airspan’s plans, objectives, expectations and intentions with respect to future operations, products and services, projected financial performance, and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. Any such forward-looking statements are based upon the current beliefs and expectations of Airspan’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond Airspan’s control.
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Actual results, performance or achievements may differ materially, and potentially adversely, from any forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond Airspan’s control, which may include, among other things: the risk of downturns and the possibility of rapid change in the highly competitive industry in which Airspan operates; changes in laws and regulations affecting Airspan’s business; the risk that Airspan and its current and future collaborators are unable to successfully develop and commercialize Airspan’s products or services, or experience significant delays in doing so; the risk that Airspan does not achieve or sustain profitability; the risk that Airspan will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; the risk that Airspan experiences difficulties in managing its growth and expanding operations; the risk that third-party suppliers and manufacturers are not able to fully and timely meet their obligations; the risk of product liability or regulatory lawsuits or proceedings relating to Airspan’s products and services; and the risk that Airspan is unable to secure its intellectual property. For further information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of Airspan’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the US Securities and Exchange Commission. All information set forth herein speaks only as of the date hereof in the case of information about Airspan or the date of such information in the case of information from persons other than Airspan, and Airspan disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding Airspan’s industry and end markets are based on sources it believes to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part.
Non-GAAP Measures
This news release references non-GAAP measures. Non-GAAP measures do not have a standardized meaning and are, therefore, unlikely to be comparable to similar measures presented by other companies. The presentation of this financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation of, or as a substitute for, the financial information prepared and presented in accordance with GAAP. Non-GAAP financial measures referred to in this report are labeled as “non-GAAP measure.”
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AIRSPAN NETWORKS HOLDINGS INC.
UNAUDITED CONDENSED consolidated BALANCE SHEETS
(in thousands, except for share data)
| June 30, 2022 | December 31, 2021 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 36,305 | $ | 62,937 | ||||
| Restricted cash | 51 | 185 | ||||||
| Accounts receivable, net of allowance of $298 and $309 at June 30, 2022 and December 31, 2021, respectively | 48,267 | 57,980 | ||||||
| Inventory | 17,519 | 17,217 | ||||||
| Prepaid expenses and other current assets | 16,612 | 18,833 | ||||||
| Total current assets | 118,754 | 157,152 | ||||||
| Property, plant and equipment, net | 7,666 | 7,741 | ||||||
| Goodwill | 13,641 | 13,641 | ||||||
| Intangible assets, net | 5,870 | 6,438 | ||||||
| Right-of-use assets, net | 5,488 | 6,585 | ||||||
| Other non-current assets | 3,761 | 3,942 | ||||||
| Total assets | $ | 155,180 | $ | 195,499 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 26,669 | $ | 29,709 | ||||
| Deferred revenue | 4,588 | 2,902 | ||||||
| Accrued expenses | 26,902 | 26,967 | ||||||
| Senior term loan, current portion | 3,577 | 3,187 | ||||||
| Subordinated debt | 10,844 | 10,577 | ||||||
| Current portion of long-term debt | 259 | 275 | ||||||
| Total current liabilities | 72,839 | 73,617 | ||||||
| Subordinated term loan - related party | 39,706 | 37,991 | ||||||
| Senior term loan | 37,459 | 37,876 | ||||||
| Convertible debt | 42,605 | 41,343 | ||||||
| Other long-term liabilities | 16,042 | 20,924 | ||||||
| Total liabilities | 208,651 | 211,751 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders’ deficit: | ||||||||
| Common stock, $0.0001 par value; 250,000,000 shares authorized; 72,335,952 shares issued and outstanding at both June 30, 2022 and December 31, 2021 | 7 | 7 | ||||||
| Additional paid-in capital | 763,128 | 749,592 | ||||||
| Accumulated deficit | (816,606 | ) | (765,851 | ) | ||||
| Total stockholders’ deficit | (53,471 | ) | (16,252 | ) | ||||
| Total liabilities and stockholders’ deficit | $ | 155,180 | $ | 195,499 | ||||
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AIRSPAN NETWORKS HOLDINGS INC.
UNAUDITED CONDENSED consolidated STATEMENTS OF OPERATIONS
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenues: | ||||||||||||||||
| Products and software licenses | $ | 44,031 | $ | 34,793 | $ | 77,607 | $ | 73,535 | ||||||||
| Maintenance, warranty and services | 2,914 | 7,255 | 6,902 | 14,448 | ||||||||||||
| Total revenues | 46,945 | 42,048 | 84,509 | 87,983 | ||||||||||||
| Cost of revenues: | ||||||||||||||||
| Products and software licenses | 26,864 | 21,732 | 51,337 | 45,209 | ||||||||||||
| Maintenance, warranty and services | 1,253 | 1,088 | 2,275 | 2,602 | ||||||||||||
| Total cost of revenues | 28,117 | 22,820 | 53,612 | 47,811 | ||||||||||||
| Gross profit | 18,828 | 19,228 | 30,897 | 40,172 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development | 16,720 | 15,524 | 33,241 | 29,898 | ||||||||||||
| Sales and marketing | 9,010 | 7,482 | 18,340 | 14,842 | ||||||||||||
| General and administrative | 11,089 | 4,445 | 22,247 | 8,900 | ||||||||||||
| Amortization of intangibles | 284 | 299 | 568 | 598 | ||||||||||||
| Total operating expenses | 37,103 | 27,750 | 74,396 | 54,238 | ||||||||||||
| Loss from operations | (18,275 | ) | (8,522 | ) | (43,499 | ) | (14,066 | ) | ||||||||
| Interest expense, net | (4,207 | ) | (2,512 | ) | (8,775 | ) | (4,950 | ) | ||||||||
| Gain on extinguishment of debt | - | 2,096 | - | 2,096 | ||||||||||||
| Other income (expense), net | 1,353 | (1,388 | ) | 1,304 | (6,880 | ) | ||||||||||
| Loss before income taxes | (21,129 | ) | (10,326 | ) | (50,970 | ) | (23,800 | ) | ||||||||
| Income tax benefit (expense), net | 112 | (92 | ) | 215 | (167 | ) | ||||||||||
| Net loss | $ | (21,017 | ) | $ | (10,418 | ) | $ | (50,755 | ) | $ | (23,967 | ) | ||||
| Loss per share - basic and diluted | $ | (0.29 | ) | $ | (0.17 | ) | $ | (0.70 | ) | $ | (0.40 | ) | ||||
| Weighted average shares outstanding - basic and diluted | 72,335,952 | 59,714,562 | 72,335,952 | 59,713,471 | ||||||||||||
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AIRSPAN NETWORKS HOLDINGS INC.
UNAUDITED CONDENSED consolidated STATEMENTS OF CASH FLOWS
Six Months Ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (50,755 | ) | $ | (23,967 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 2,275 | 2,129 | ||||||
| Foreign exchange gain on long-term debt | (16 | ) | (1 | ) | ||||
| Bad debt expense | 7 | 138 | ||||||
| Gain on extinguishment of debt | - | (2,096 | ) | |||||
| Change in fair value of warrants and derivatives | (3,936 | ) | 4,517 | |||||
| Non-cash debt amendment fee | 463 | - | ||||||
| Share-based compensation | 13,536 | 1,489 | ||||||
| Total adjustments | 12,329 | 6,176 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Decrease in accounts receivable | 9,706 | 30,812 | ||||||
| Increase in inventory | (302 | ) | (1,029 | ) | ||||
| Decrease (increase) in prepaid expenses and other current assets | 2,221 | (1,460 | ) | |||||
| Decrease in other non-current assets | 181 | 56 | ||||||
| Decrease in accounts payable | (3,040 | ) | (18,959 | ) | ||||
| Increase (decrease) in deferred revenue | 1,686 | (2,792 | ) | |||||
| (Decrease) increase in other accrued expenses | (65 | ) | 3,713 | |||||
| Increase (decrease) in other long-term liabilities | 151 | (247 | ) | |||||
| Increase in accrued interest on long-term debt | 5,394 | 3,881 | ||||||
| Net cash used in operating activities | (22,494 | ) | (3,816 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of property, plant and equipment | (1,632 | ) | (3,123 | ) | ||||
| Net cash used in investing activities | (1,632 | ) | (3,123 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Repayments of senior term loan | (2,640 | ) | – | |||||
| Proceeds from the exercise of stock options | - | 69 | ||||||
| Proceeds from the sale of Series H stock, net | - | 505 | ||||||
| Proceeds from the issuance of Series H warrants | - | 142 | ||||||
| Net cash (used in) provided by financing activities | (2,640 | ) | 716 | |||||
| Net decrease in cash, cash equivalents and restricted cash | (26,766 | ) | (6,223 | ) | ||||
| Cash, cash equivalents and restricted cash, beginning of year | 63,122 | 18,618 | ||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 36,356 | $ | 12,395 | ||||
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The following tables present the reconciliation of net loss, the most directly comparable GAAP measure, to Adjusted EBITDA:
| Three Months Ended | ||||||||
| ($ in thousands) | June 30, 2022 | March 31, 2022 | ||||||
| Net loss | $ | (21,017 | ) | $ | (29,738 | ) | ||
| Adjusted for: | ||||||||
| Interest expense, net | 4,207 | 4,568 | ||||||
| Income tax benefit, net | (112 | ) | (103 | ) | ||||
| Depreciation and amortization | 1,154 | 1,121 | ||||||
| EBITDA | (15,768 | ) | (24,152 | ) | ||||
| Share-based compensation expense | 6,972 | 6,564 | ||||||
| Change in fair value of warrant liability and derivatives | (3,479 | ) | (457 | ) | ||||
| Adjusted EBITDA | $ | (12,275 | ) | $ | (18,045 | ) | ||
| Three Months Ended June 30, | ||||||||
| ($ in thousands) | 2022 | 2021 | ||||||
| Net loss | $ | (21,017 | ) | $ | (10,418 | ) | ||
| Adjusted for: | ||||||||
| Interest expense, net | 4,207 | 2,512 | ||||||
| Income tax (benefit) expense, net | (112 | ) | 92 | |||||
| Depreciation and amortization | 1,154 | 1,076 | ||||||
| EBITDA | (15,768 | ) | (6,738 | ) | ||||
| Share-based compensation expense | 6,972 | 828 | ||||||
| Change in fair value of warrant liability and derivatives | (3,479 | ) | 545 | |||||
| Adjusted EBITDA | $ | (12,275 | ) | $ | (5,365 | ) | ||
Investor Relations Contact:
Brett Scheiner
561-893-8660
IR@airspan.com
Media Contact:
mediarelations@airspan.com
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Exhibit 99.2
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