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 $47.8 million of current assets and $172.3 million of current liabilities as of September 30, 2023. During the nine months ended September 30, 2023, the Company used $29.4 million in cash flow from operating activities. The Company is investing heavily in 5G research and development and the Company expects to continue to use cash from operations during the remainder of 2023 and through the first half of 2024. At the closing of the Mimosa sale, the Company received $10.5 million in cash after debt, debt related fees and interest of approximately $45.0 million were paid to the lender and approximately $4.5 million of transaction costs which were paid with the proceeds. An additional $1.2 million of transaction costs were accrued and $0.6 million is due on January 1, 2024 with the balance owed at the earlier of a Company transaction closing or August 11, 2024. Cash on hand will not allow the Company to reasonably expect to meet its ongoing cash requirements and it is dependent on additional financing under our Assignment Agreement, Resignation and Assignment Agreement and Credit Agreement (as amended, restated, and otherwise supplemented and modified, the “Fortress Credit Agreement”) with DBFIP ANI LLC (“Fortress”) (see Note 10) to finance its current cash shortfalls until a suitable strategic transaction or other financing options come to fruition.

In order to address the need to satisfy the Company’s continuing obligations and realize its long-term strategy, management has taken several steps and is considering additional actions to improve its operating and financial results, including the following:

There can be no assurance that the above actions will be successful. Without additional financing or capital, the Company’s current cash balance would be insufficient to satisfy repayment demands from its lenders if the lenders elect to declare the senior term loan and the senior secured convertible notes due prior to the maturity date. In addition, as of September 30, 2023, the Company was not in compliance with applicable covenants under the Fortress Credit Agreement and Fortress Convertible Note Purchase Agreement. There is no assurance that any new or renegotiated financing will be available, or that if available, will have satisfactory terms. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued. The accompanying condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.

The Company is seeking a waiver with respect to current breaches. However, there can be no assurance that the lenders under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes will agree to waive the existing covenant breaches. Even if the Company receives a waiver with respect to such existing covenant breaches, based on management’s current forecast, absent of additional financing or capital raising, the Company has concluded it is probable that the Company will not be in compliance with certain of the prospective financial covenants under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes during certain periods of the next twelve months. Accordingly, while the Company may seek future waivers from compliance with the applicable covenants in connection with such anticipated breaches, or amendments of existing financial covenants included in the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes, the Company is also pursuing alternative sources of capital so that it would be able to satisfy its prospective minimum liquidity obligations under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes. There can be no assurance that the lenders under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes will agree to waive any breaches thereunder that may arise in the future or that we will otherwise be able to remedy such breaches.

In the absence of waivers or remedies of existing covenant breaches or any additional breaches that may arise in the future, the lenders under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes could (i) elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest and other premiums, and institute foreclosure proceedings against the Company’s assets, and (ii) elect to apply the default interest rate under the Fortress Credit Agreement and the Fortress Convertible Note Agreement and related agreements. As a result of any of these actions, the Company could be forced into bankruptcy or liquidation. In addition, the Company’s subordinated term loan – related party (see Note 9) and subordinated debt (see Note 8) could be accelerated or required to be paid due to provisions contained within those instruments. As a result, the Company has classified its senior term loan, convertible debt, subordinated term loan and subordinated debt as current at September 30, 2023 and December 31, 2022.

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 81.3% and 57.3% of product sales were to non-U.S. customers for the three months ended September 30, 2023 and 2022, respectively and approximately 78.9% and 57.7% of product sales were to non-U.S. customers for the nine months ended September 30, 2023 and 2022, respectively. Two customers accounted for $6.9 million, or 62.5%, of the net accounts receivable balance at September 30, 2023 and two customers accounted for $20.2 million, or 47.8% of the net accounts receivable balance at September 30, 2022. 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 69.7% and 50.8% of revenue for the three months ended September 30, 2023 and 2022, respectively, and 69.8% and 65.8% of revenue for the nine months ended September 30, 2023 and 2022, respectively. For the three and nine months ended September 30, 2023, the Company had two customers whose revenue was greater than 10% of the three-month and the nine-month period’s total revenue. For the three months and the nine months ended September 30, 2022, the Company had three customers whose revenue was greater than 10% of the three-month and nine-month period’s total revenue.

The Company received 71.0% and 90.2% of goods for resale from five suppliers in the three months ended September 30, 2023 and 2022, respectively. The Company received 87.4% and 86.9% of goods for resale from five suppliers in the nine months ended September 30, 2023 and 2022, 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.