MIMO Airspan Networks Holdings Inc

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 11, 2023

 

Airspan Networks Holdings Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-39679		85-2642786
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

777 Yamato Road, Suite 310, Boca Raton, FL 33431
(Address of principal executive offices) (Zip Code)

 

(561) 893-8670
(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

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):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		MIMO		NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Explanatory Note

 

 

Item 9.01 Financial Statements and Exhibits.

 

(b) Pro Forma Financial Information.

 

In accordance with Item 9.01(b), the unaudited pro forma consolidated condensed financial information of Airspan Networks Holdings Inc. for the year ended December 31, 2022 and the six months ended June 30, 2023 is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

(d) Exhibits

 

Exhibit Number		Description
99.1		Unaudited pro forma consolidated condensed financial information of Airspan Networks Holdings Inc. for the year ended December 31, 2022 and the six months ended June 30, 2023.
104.1		Cover Page Interactive Data File (embedded within the Inline XBRL Document).

 

 

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 16, 2023	Airspan Networks Holdings Inc.
	By:	/s/ David Brant
		David Brant
		Senior Vice President, Chief Financial Officer, Treasurer and Secretary

 

 

 

 

Exhibit 99.1

 

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

 

As previously reported, on March 8, 2023, the Company entered into a Stock Purchase Agreement (the “Mimosa Purchase Agreement”) with Airspan Networks Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Seller”), Mimosa Networks, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Seller (“Mimosa”), and Radisys Corporation, an Oregon corporation (“Buyer”), pursuant to which Seller will sell all of the issued and outstanding shares of common stock of Mimosa to Buyer for an aggregate purchase price of approximately $60 million in cash (subject to customary adjustments as set forth in the Purchase Agreement) on the terms and subject to the conditions set forth in the Purchase Agreement (the “Mimosa Sale”).

 

The unaudited pro forma financial information assumes the sale transaction described above was consummated at June 30, 2023, for the unaudited consolidated condensed balance sheet as of June 2023. The unaudited consolidated condensed statements of operations for the six months ended June 30, 2023 and the year ended December 31, 2022, assume the transaction was consummated at the beginning of the earliest period presented (i.e. January 1, 2022), giving full effect to the transaction for the periods presented and $45 million of the cash proceeds used to prepay outstanding debt. The accompanying unaudited pro forma consolidated financial information should be read in conjunction with the Company’s historical financial statements and risk factors included in its filings with the Securities and Exchange Commission.

 

The accompanying unaudited pro forma financial information was prepared utilizing our historical financial data derived from the interim consolidated financial statements included in our Quarterly Report on Form 10-Q for the period ended June 30, 2023, which was filed with the Securities and Exchange Commission on August 9, 2023 and from the audited consolidated financial statements included in our Annual Report on Form 10-K for the period ended December 31, 2022, which was filed with the Securities and Exchange Commission on March 16, 2023. The pro forma adjustments are described in the notes to the unaudited pro forma financial information and are based upon available information and assumptions that we believe are reasonable.

 

The unaudited pro forma financial information was derived by adjusting the Company’s historical consolidated financial statements and is based on estimates, available information and certain assumptions that the Company’s management believes are reasonable. The Company’s management believes that the adjustments provide a reasonable basis for presenting the significant effects of the transaction described above. The unaudited pro forma financial information are for illustrative purposes only. The financial results may have been different had the sale actually taken place at the time indicated. You should not rely upon the unaudited consolidated pro forma financial information as being indicative of the historical results that would have been achieved had the transaction occurred at the times indicated or of the future financial position or results the Company will experience.

 

 

AIRSPAN NETWORK HOLDINGS INC.

UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS

(In thousands, except for share data)

 

		Twelve Months Ended December 31, 2022
		Pro Forma
		As Reported				Adjustments				Notes		Pro Forma
Revenues:
Products and software licenses		$	148,922				(26,586	)		(a)			122,336
Maintenance, warranty and services			18,337				-						18,337
Total revenues			167,259				(26,586	)					140,673
Cost of revenues:
Products and software licenses			95,335				(17,260	)		(a)			78,075
Maintenance, warranty and services			5,484				-						5,484
Total cost of revenues			100,819				(17,260	)					83,559
Gross profit			66,440				(9,326	)					57,114
Operating expenses:
Research and development			61,377				(6,644	)		(a)			54,733
Sales and marketing			30,587				(2,027	)		(a)			28,560
General and administrative			40,070				(1,215	)		(a)			38,855
Amortization of intangibles			1,136				(1,136	)		(a)			-
Restructuring costs			1,279				(144	)		(a)			1,135
Total operating expenses			134,449				(11,166	)					123,283
Loss from operations			(68,009	)			1,840						(66,169	)
Interest (expense) income, net			(20,394	)			(384	)		(b)(f)			(20,778	)
Change in fair value of warrant liability and derivatives, net			7,085				-						7,085
Gain on sale of Mimosa, net			-				31,399			(e)			31,399
Other expense, net			(4,261	)			(33	)		(a)			(4,294	)
Loss before income taxes			(85,579	)			32,822						(52,757	)
Income tax benefit			197				-						197
Net loss		$	(85,382	)			32,822					$	(52,560	)
Loss per share - basic and diluted		$	(1.17	)								$	(0.72	)
Weighted average shares outstanding - basic and diluted			72,782,773										72,782,773

 

 

AIRSPAN NETWORK HOLDINGS INC.

UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS

(In thousands, except for share data)

 

		Six Months Ended June 30, 2023
		Pro Forma
		As Reported				Adjustments				Notes		Pro Forma
Revenues:
Products and software licenses		$	49,788				(20,668	)		(a)			29,120
Maintenance, warranty and services			7,108				-						7,108
Total revenues			56,896				(20,668	)					36,228
Cost of revenues:
Products and software licenses			37,292				(16,143	)		(a)			21,149
Maintenance, warranty and services			2,524				-						2,524
Total cost of revenues			39,816				(16,143	)					23,673
Gross profit			17,080				(4,525	)					12,555
Operating expenses:
Research and development			27,607				(3,930	)		(a)			23,677
Sales and marketing			10,992				(824	)		(a)			10,168
General and administrative			13,411				(607	)		(a)			12,804
Amortization of intangibles			189				(189	)		(a)			-
Restructuring costs			3,283				1			(a)			3,284
Total operating expenses			55,482				(5,549	)					49,933
Loss from operations			(38,402	)			1,024						(37,378	)
Interest expense, net			(9,687	)			2,348			(b)			(7,339	)
Loss on extinguishment of debt			(8,281	)									(8,281	)
Change in fair value of warrant liability and derivatives, net			1,230				-						1,230
Other income, net			408				(12	)		(a)			396
Loss before income taxes			(54,732	)			3,360						(51,372	)
Income tax benefit			236				-						236
Net loss		$	(54,496	)			3,360						(51,136	)
Loss per share - basic and diluted		$	(0.73	)									(0.69	)
Weighted average shares outstanding - basic and diluted			74,528,668										74,528,668

 

 

AIRSPAN NETWORK HOLDINGS INC.

UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET

(In thousands, except for share data)

 

		June 30, 2023				Pro Forma						June 30, 2023
		As Reported				Adjustments				Notes		Pro Forma
ASSETS
Current assets:
Cash and cash equivalents		$	10,102				10,473			(c)			20,575
Restricted cash			35				-						35
Accounts receivable, net of allowance of $478 and $647 at June 30, 2023 and December 31, 2022, respectively			22,790				-						22,790
Inventory			10,592				-						10,592
Prepaid expenses and other current assets			16,159				-						16,159
Assets held for sale - current			15,352				(15,352	)		(d)			-
Total current assets			75,030				(4,879	)					70,151
Property, plant and equipment, net			5,686				-						5,686
Right-of-use assets, net			3,711				-						3,711
Other non-current assets			3,059										3,059
Assets held for sale - non-current			20,913				(20,913	)		(d)			-
Total assets		$	108,399				(25,792	)					82,607
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable		$	17,393				-						17,393
Accrued expenses and other current liabilities			31,247				-						31,247
Deferred revenue			1,547				-						1,547
Senior term loan, current portion			4,179										4,179
Subordinated debt			11,396				-						11,396
Current portion of long-term debt			265				-						265
Liabilities held for sale - current			12,015				(12,015	)		(d)			-
Total current liabilities			78,042				(12,015	)					66,027
Subordinated term loan – related party			43,402										43,402
Senior term loan			59,045				(23,170	)		(c)			35,875
Convertible debt			47,749				(16,783	)		(c)			30,966
Other long-term liabilities			9,561				-						9,561
Liabilities held for sale - non-current			375				(375	)		(d)			-
Total liabilities			238,174				(52,343	)					185,831
Commitments and contingencies
Stockholders’ deficit:
Common stock, $0.0001 par value; 250,000,000 shares authorized; 74,582,992 and 74,283,026 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively			7				-						7
Additional paid-in capital			775,947				(23,086	)		(d)			752,861
Accumulated deficit			(905,729	)			49,637			(c)(d)(e)			(856,092	)
Total stockholders’ deficit			(129,775	)			26,551						(103,224	)
Total liabilities and stockholders’ deficit		$	108,399				(25,792	)					82,607

 

 

NOTES TO UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS

 

The pro forma consolidated condensed balance sheet and statements of operations have been derived from the historical consolidated condensed balance sheet and statements of operations of Airspan Networks Holdings Inc. as adjusted to give effect to the Mimosa Sale. The pro forma consolidated condensed balance sheet gives effect to the sale as if it occurred on June 30, 2023, which is the last day of the Company’s fiscal year 2023 second quarter. The pro forma consolidated condensed statement of operations for six months ended June 30, 2023 and the year ended December 31, 2022 give effect to the sale as if it occurred at the beginning of the earliest period presented (i.e. January 1, 2022).

 

	(a)	These adjustments represent the elimination of the revenues and operating expenses associated with the Mimosa Sale.
	(b)	This adjustment relates to the reduction of interest expense related to the assumed $40 million prepayment of debt.

 

(c)

This adjustment relates to the gross proceeds to be received at closing for the Mimosa Sale of $61 million, less the estimated payment of transaction-related costs of approximately $5 million, and the estimated repayment of $40 million in borrowings under the Company’s existing borrowings under the Fortress agreements, which are net of $4 million of end of term and make whole provision fees.

 

(d)

These adjustments represent the elimination of the assets and liabilities associated with the Mimosa Sale.

 

	(e)	Adjustment relates to the approximate gain on the Mimosa Sale.
	(f)	This adjustment relates to the expected make whole and end of term payments of approximately $4 million due to the prepayment of debt.

 

 

 

v3.23.2

Cover	Aug. 11, 2023
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	On August 11, 2023, Airspan Networks Holdings Inc., a Delaware corporation (the “Company”) filed a Current Report on Form 8-K (the “Current Report”) to report that it completed the previously announced sale of Mimosa Networks, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Airspan Networks Inc., by Airspan Networks Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company, to Radisys Corporation, an Oregon corporation, pursuant to the Stock Purchase Agreement, dated March 8, 2023, as amended on July 22, 2023.   The Company is filing this amendment to the Current Report to disclose unaudited pro forma consolidated condensed financial information of Airspan Networks Holdings Inc. for the year ended December 31, 2022 and the six months ended June 30, 2023 required by Item 9.01(b) of Form 8-K.
Document Period End Date	Aug. 11, 2023
Entity File Number	001-39679
Entity Registrant Name	Airspan Networks Holdings Inc.
Entity Central Index Key	0001823882
Entity Tax Identification Number	85-2642786
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	777 Yamato Road
Entity Address, Address Line Two	Suite 310
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33431
City Area Code	561
Local Phone Number	893-8670
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	MIMO
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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