Cambium Networks Corp 10-Q for FY2025 Q1
Cambium Networks Corp (CMBMF)
About this 10-Q
Cambium Networks Corp filed this 10-Q on April 30, 2026, covering the quarter ended March 31, 2025 (FY2025 Q1).
Headline figures
Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $33.74M
- down 28.3% from $47.07M a year earlier
- Net loss
- $12.02M
- compared with a net loss of $18.45M a year earlier
- Diluted EPS
- -$0.42
- compared with -$0.66 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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c/o Cambium Networks, Inc. |
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(Address of principal executive offices, including zip code) |
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(Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
* As previously disclosed on March 26, 2026, following receipt of a delisting notice from The Nasdaq Stock Market LLC, trading in the Company's ordinary shares on the Nasdaq Global Market was suspended on March 27, 2026 and on March 30, 2026, the Company's ordinary shares commenced trading on the OTC Experts Market under the symbol "CMBMF".
As of April 23, 2026, the registrant had
Table of Contents
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PART I. |
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Item 1. |
1 |
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1 |
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Consolidated Statements of Operations and Comprehensive Loss |
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3 |
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4 |
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5 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
23 |
Item 3. |
34 |
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Item 4. |
34 |
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PART II. |
37 |
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Item 1. |
37 |
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Item 1A. |
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Item 2. |
37 |
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Item 3. |
37 |
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Item 4. |
37 |
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Item 5. |
37 |
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Item 6. |
38 |
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39 |
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i
Note regarding forward-looking statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
In some cases, forward-looking statements may be identified by terms such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this quarterly report and are subject to a number of risks, uncertainties and assumptions. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, they should not be relied upon as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. Some of the key factors that could cause actual results to differ from our expectations include:
We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.
ii
Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events or otherwise.
iii
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
Cambium Networks Corporation
Consolidated Balance Sheets
(in thousands, except for share and per share data)
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December 31, |
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March 31, |
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2024 |
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2025 |
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(unaudited) |
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ASSETS |
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Current assets |
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Cash |
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$ |
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$ |
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Receivables, net of allowance for credit losses of $ |
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Inventories, net |
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Income taxes receivable |
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Prepaid expenses |
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Other current assets |
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Total current assets |
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Noncurrent assets |
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Property and equipment, net |
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Software, net |
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Operating lease right-of-use assets |
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Goodwill |
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Other noncurrent assets |
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TOTAL ASSETS |
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$ |
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$ |
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LIABILITIES AND DEFICIT |
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Current liabilities |
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Accounts payable |
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$ |
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$ |
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Accrued liabilities |
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Employee compensation |
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Current portion of long-term debt, net |
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Deferred revenues |
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Other current liabilities |
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Total current liabilities |
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Noncurrent liabilities |
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Deferred revenues |
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Noncurrent operating lease liabilities |
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Deferred tax liabilities, net |
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Other noncurrent liabilities |
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Total liabilities |
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Shareholders' deficit |
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Share capital; $ |
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Additional paid in capital |
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Treasury shares, at cost, |
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( |
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Accumulated deficit |
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Accumulated other comprehensive loss |
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( |
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Total shareholders' deficit |
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TOTAL LIABILITIES AND DEFICIT |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
1
Cambium Networks Corporation
Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except for share and per share data)
(unaudited)
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Three Months Ended March 31, |
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2024 |
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2025 |
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(As Restated) |
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Revenues: |
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Product |
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$ |
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$ |
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Subscriptions and services |
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Total revenues |
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Cost of revenues: |
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Product |
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Subscriptions and services |
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Total cost of revenue |
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Gross profit: |
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Product |
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Subscriptions and services |
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Total gross profit |
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Operating expenses |
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Research and development |
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Sales and marketing |
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General and administrative |
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Depreciation and amortization |
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Total operating expenses |
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Operating loss |
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Interest expense, net |
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Other expense, net |
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Loss before income taxes |
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Provision for income taxes |
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Net loss |
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$ |
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$ |
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Loss per share |
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Basic |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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Weighted-average number of shares outstanding to compute net loss per share |
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Basic |
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Diluted |
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Comprehensive loss |
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Net loss |
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$ |
( |
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$ |
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Foreign currency translation adjustment |
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( |
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Comprehensive loss |
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$ |
( |
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$ |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
2
Cambium Networks Corporation
(in thousands)
(unaudited)
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Three Months Ended March 31, 2024 |
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Share Capital |
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Shares |
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Amount |
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Additional |
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Treasury |
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Accumulated deficit |
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Accumulated |
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Total |
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Balance at December 31, 2023 (As Restated) |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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Net loss (As Restated) |
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— |
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— |
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— |
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— |
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( |
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— |
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( |
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Share-based compensation |
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— |
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— |
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— |
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— |
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— |
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Issuance of vested shares |
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— |
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— |
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— |
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— |
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— |
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— |
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Treasury shares withheld for net settlement |
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( |
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— |
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— |
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( |
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— |
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— |
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( |
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Foreign currency translation |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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Balance at March 31, 2024 (As Restated) |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Three Months Ended March 31, 2025 |
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Share Capital |
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Shares |
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Amount |
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Additional |
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Treasury |
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Accumulated deficit |
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Accumulated |
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Total |
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Balance at December 31, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net loss |
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— |
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— |
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— |
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— |
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( |
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— |
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( |
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Share-based compensation |
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— |
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— |
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— |
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— |
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— |
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Issuance of vested shares |
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— |
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— |
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— |
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— |
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— |
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— |
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Treasury shares withheld for net settlement |
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( |
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— |
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— |
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( |
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— |
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— |
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( |
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Foreign currency translation |
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— |
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— |
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— |
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— |
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— |
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Balance at March 31, 2025 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
3
Cambium Networks Corporation
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
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Three Months Ended March 31, |
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2024 |
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2025 |
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(As Restated) |
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Cash flows from operating activities: |
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Net loss |
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$ |
( |
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$ |
( |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation |
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Amortization of software and intangible assets |
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Amortization of deferred debt issuance costs |
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Share-based compensation |
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Deferred income taxes |
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Provision for inventory excess and obsolescence |
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Provision for estimated credit losses |
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Other |
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Change in assets and liabilities: |
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Receivables |
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Inventories |
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Prepaid expenses |
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( |
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( |
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Income taxes receivable |
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( |
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Accounts payable |
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( |
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( |
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Accrued employee compensation |
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( |
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( |
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Accrued liabilities |
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( |
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Other assets and liabilities |
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( |
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( |
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Net cash used in operating activities |
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( |
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( |
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Cash flows from investing activities: |
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Purchases of property and equipment |
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( |
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( |
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Purchases of software |
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( |
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( |
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Net cash used in investing activities |
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( |
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( |
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Cash flows from financing activities: |
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Proceeds from borrowing on revolver |
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Repayment of term loan |
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( |
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( |
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Taxes paid from shares withheld |
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( |
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( |
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Net cash provided by (used in) financing activities |
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( |
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Effect of exchange rate on cash |
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( |
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Net increase (decrease) in cash |
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( |
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Cash, beginning of period |
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Cash, end of period |
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$ |
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$ |
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Supplemental disclosure of cash flow information: |
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Income taxes paid, net of refunds received |
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$ |
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$ |
( |
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Interest paid |
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$ |
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$ |
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Non-cash investing and financing activities: |
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Increase (decrease) in property, equipment and software unpaid or accrued in liabilities |
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$ |
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$ |
( |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
4
Cambium Networks Corporation
Notes to Unaudited Consolidated Financial Statements
Note 1. Business and significant accounting policies
Business
Cambium Networks Corporation (“Cambium” or “Cambium Networks” or the “Company”), incorporated under the laws of the Cayman Islands, is a holding company whose principal operating entities are Cambium Networks, Ltd. (UK), Cambium Networks, Inc. (USA), and Cambium Networks Private Limited (India). On June 26, 2019, the Company completed an Initial Public Offering and the Company's ordinary shares began trading on the Nasdaq Global Market. Trading in the Company's ordinary shares was suspended at the open of trading on March 27, 2026. Trading in the Company's ordinary shares under the symbol "CMBMF" on the OTC Experts Market began on March 30, 2026.
Cambium Networks Corporation and its wholly owned subsidiaries design, develop, and manufacture fixed wireless and PON/XGSPON based broadband, Wi-Fi, and local area networking ("LAN") switching infrastructure, and security gateway solutions for a wide range of applications, including broadband access, wireless backhaul, Internet of Things (IoT), public safety communication and Wi-Fi access. Cambium's products enable service providers, enterprises, industrial organizations and governments to deliver exceptional digital experiences and device connectivity, with compelling economics. The Company's ONE network platform simplifies the management of Cambium Networks' wired and wireless technologies. The Company's product lines fall into three broad, interrelated categories: Fixed Wireless and fiber Broadband ("FWB"), Enterprise Networking, and Subscriptions and Services.
Basis of Presentation and Restatement of previously issued unaudited consolidated financial statements
The unaudited consolidated financial statements include the accounts of Cambium Networks Corporation and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. The consolidated financial statements as of March 31, 2025, and for the three-month periods ended March 31, 2024 and 2025, and the related notes are unaudited. The unaudited consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements, and, in the opinion of management, reflect all adjustments, which comprise only normal recurring adjustments necessary to state fairly the Company’s financial position as of March 31, 2025 and results of operations for the three-month periods ended March 31, 2024 and 2025 and cash flows for the three-month periods ended March 31, 2024 and 2025. The consolidated balance sheet as of December 31, 2024 has been derived from the audited financial statements at that date.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted. The consolidated financial statements contained herein should be read in conjunction with the consolidated financial statements and related notes thereto for the year ended December 31, 2024 included in the Company’s Comprehensive Form 10-K filed with the SEC on April 7, 2026. The results of operations for the three-month period ended March 31, 2025 are not necessarily indicative of the operating results to be expected for the full year.
Going Concern
In accordance with the accounting guidance related to the presentation of financial statements, when preparing financial statements for each annual and interim reporting period, management evaluates whether there are conditions or events that, when considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. In making its assessment, management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and conditional and unconditional obligations due over the next twelve months, as well as other factors including the markets in which the Company competes and the current customer demand for the Company’s products.
As of March 31, 2025, the Company was not in compliance with its quarterly fixed charge coverage ratio and quarterly consolidated leverage ratio covenants. These defaults continue through the remainder of 2025 and into 2026. Such defaults afford the lender the right to declare the amounts outstanding immediately due and payable, and although the Company continues regular discussions with the lender, it has not been able to obtain a waiver of the defaults, or otherwise refinance such indebtedness. If the lender were to accelerate the maturity of the Company's indebtedness under the Amended Credit Agreement, the Company would not be able to repay the debt, and therefore, there is substantial uncertainty the Company would be able to continue as a going concern. The Company's obligations under the Amended Credit Agreement mature and become due and payable on November 17, 2026, absent acceleration by the lender. As of March 31, 2025, the Company has made all required principal and interest payment obligations under the Amended Credit Agreement. Beginning in June 2025, the Company ceased making payment of principal and interest on the term loan and payment of interest on the revolving credit facility.
As the covenant violations afford the lender the right to declare the amounts outstanding immediately due and payable, the term loan facility and the associated debt issuance costs and the revolving credit facility are classified as a current liability and the deferred
5
debt issuance costs associated with the revolving credit facility are classified as a current asset in the accompanying consolidated balance sheets as of December 31, 2024 and March 31, 2025. Please refer to Note 7. Debt, regarding the Company’s debt outstanding under its credit facilities with Bank of America.
The Company continues to take actions to improve its profitability and focus on operating efficiency and reducing discretionary spending, deferring capital expenditures and implementing cost reductions to align its cost structure with current and expected revenue levels.
Based on the Company's current forecast, it is projecting future noncompliance with its financial covenants through maturity of the debt in addition to the covenant noncompliance described above. If the lender were to accelerate the maturity of the Company's indebtedness under the Amended Credit Agreement, there is substantial uncertainty that the Company would be able to secure capital resources to repay the amounts due. Due to these uncertainties and given the debt matures on November 17, 2026, management concluded that substantial doubt exists with respect to the Company's ability to continue as a going concern within one year after the date that these consolidated financial statements are issued.
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
Update to Significant Accounting Policies
There have been no material changes to the Company’s significant accounting policies disclosed in the 2024 Form 10-K, Part II, Item 8.
Recently issued accounting standards not yet adopted
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to disclose standard categories in the tax rate reconciliation, additional information for reconciling items that meet a quantitative threshold and income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Adoption of this ASU should be applied prospectively, but may be applied retrospectively to all prior periods presented in the financial statements. The Company plans to adopt this ASU on a prospective basis during the year ended December 31, 2025. The adoption of this standard will not have a material impact on the Company's consolidated financial statements, but will result in incremental income tax disclosures.
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the Securities and Exchange Commission's ("SEC") Disclosure Update and Simplification Initiative. The amendments in this update require modification of certain disclosure and presentation requirements for a variety of ASU topics in response to the SEC's Release No. 33-10532. The effective date for each amended topic in the ASU is the date on which the SEC's removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendment will be removed from the Codification and not become effective. Early adoption is permitted. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) -Disaggregation of Income Statement Expenses, which requires public entities to disclose within the footnotes to the financial statements, disaggregated information about certain income statement expense captions, including disclosure of the amounts included in each relevant expense caption. The amendment also requires that certain amounts that are already required to be disclosed under U.S. GAAP be included in the same disclosure as the other disaggregation requirements. The new guidance also requires a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and disclosure of the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. Upon adoption, this guidance should be applied prospectively, but may be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the adoption of this standard on the Company's financial statement disclosures.
Note 2. Restatement of previously issued unaudited interim consolidated financial statements
In connection with the preparation of its consolidated financial statements for the year ended December 31, 2024, the Company determined that its previously issued unaudited interim consolidated financial statements for the three-month period ended March 31, 2024 contained errors in the application of GAAP. The Company evaluated the corrections and determined that the related impacts were material to the previously filed unaudited interim consolidated financial statements and in consultation with the Audit Committee
6
of the Company's Board of Directors, concluded that the unaudited consolidated financial statements for the three-month period ended March 31, 2024 should be restated to present the identified adjustments discussed below.
Background of Restatement
For the three-month period ended March 31, 2024, the Company did not appropriately (i) estimate variable consideration for customer incentives, (ii) estimate variable consideration for sales returns, (iii) estimate the allowance for credit losses, (iv) estimate excess and obsolete inventory, (v) timely recognize a valuation allowance on deferred tax assets and (vi) reclassify certain prepayments made to suppliers and loss on supplier commitments liability as current or non-current.
Additionally, as part of the restatement, for the three-month period ended March 31, 2024, the Company corrected for (b) previously identified uncorrected misstatements related to out-of-period adjustments, (c) previously recorded amounts reclassifying accounts receivable credit balances and (d) classification of property and equipment transactions on the statement of cash flows.
Effect of Restatement
The following table sets forth the effects of the restatement adjustments on revenue, loss before income taxes and net loss in the consolidated statements of operations and comprehensive loss for the three-month period ended March 31, 2024.
|
|
|
For the three months ended March 31, 2024 |
|
|||||||||
|
|
|
(Unaudited) |
|
|||||||||
(in thousands) |
Identifier in statement |
|
Revenues |
|
|
Loss before income taxes |
|
|
Net loss |
|
|||
Previously reported |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
Restatement adjustments: |
|
|
|
|
|
|
|
|
|
|
|||
Revenue adjustment - customer incentives |
(i) |
|
|
|
|
|
|
|
|
|
|||
Revenue adjustment - sales returns |
(ii) |
|
|
|
|
|
|
|
|
|
|||
Estimate for allowance for credit losses |
(iii) |
|
|
|
|
|
|
|
|
|
|||
Estimate for excess and obsolete inventory |
(iv) |
|
|
|
|
|
|
|
|
|
|||
Estimate for excess and obsolete inventory - non-standard contract |
(iv) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Deferred tax adjustments |
(v) |
|
|
|
|
|
|
|
|
|
|||
Prior period uncorrected misstatements and out of period adjustments |
(b) |
|
|
|
|
|
|
|
|
|
|||
Net restatement adjustments |
|
|
|
|
|
|
|
|
|
|
|||
Restated |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||
The amounts are presented herein as originally reported in the previously issued financial statements for transparency and consistency. The restatement corrects these errors and reflects the appropriate adjustments.
The financial statement line items impacted by the respective adjustments are labeled in the tables below based on the identifiers from the paragraph above. Below are the Company's restated consolidated statement of operations and comprehensive loss and statement of cash flows with the adjustments for the three-month period ended March 31, 2024. The consolidated statement of shareholders' equity (deficit) has been excluded from the financial statement presentation below as it was only impacted by adjustments to net loss, which is presented below in the consolidated statement of operations and comprehensive loss.
7
CAMBIUM NETWORKS CORPORATION |
|
|||||||||||
CONSOLIDATED STATEMENT OF OPERATIONS AND OTHER COMPREHENSIVE LOSS |
|
|||||||||||
(In thousands, except share and per share amounts) |
|
|||||||||||
(Unaudited) |
|
|||||||||||
|
|
Three months ended March 31, 2024 |
|
|||||||||
|
|
As Reported |
|
|
Adjustment |
|
|
As Restated |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Revenues (i) (ii) |
|
|
|
|
|
|
|
|
|
|||
Product |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Subscriptions and services |
|
|
|
|
|
|
|
|
|
|||
Total revenues |
|
|
|
|
|
|
|
|
|
|||
Cost of revenues (ii) (iii) (iv) |
|
|
|
|
|
|
|
|
|
|||
Product |
|
|
|
|
|
( |
) |
|
|
|
||
Subscriptions and services |
|
|
|
|
|
|
|
|
|
|||
Total cost of revenues |
|
|
|
|
|
( |
) |
|
|
|
||
Gross profit |
|
|
|
|
|
|
|
|
|
|||
Product |
|
|
|
|
|
|
|
|
|
|||
Subscriptions and services |
|
|
|
|
|
|
|
|
|
|||
Total Gross profit |
|
|
|
|
|
|
|
|
|
|||
Operating expenses |
|
|
|
|
|
|
|
|
|
|||
Research and development |
|
|
|
|
|
|
|
|
|
|||
Sales and marketing |
|
|
|
|
|
|
|
|
|
|||
General and administrative (iii) (b) |
|
|
|
|
|
( |
) |
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|||
Impairment |
|
|
|
|
|
|
|
|
|
|||
Total operating expenses |
|
|
|
|
|
( |
) |
|
|
|
||
Operating loss |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Interest expense, net |
|
|
|
|
|
|
|
|
|
|||
Other expense, net |
|
|
|
|
|
|
|
|
|
|||
Loss before income taxes |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Provision for income taxes (v) |
|
|
|
|
|
( |
) |
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|||
Loss per share |
|
|
|
|
|
|
|
|
|
|||
Basic |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Diluted |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Weighted-average number of shares outstanding to compute net loss per share |
|
|
|
|
|
|
|
|
|
|||
Basic |
|
|
|
|
|
|
|
|
|
|||
Diluted |
|
|
|
|
|
|
|
|
|
|||
Comprehensive loss |
|
|
|
|
|
|
|
|
|
|||
Net loss |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Foreign currency translation adjustment |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Comprehensive loss |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|||
8
CAMBIUM NETWORKS CORPORATION |
|
|||||||||||
CONSOLIDATED STATEMENT OF CASH FLOWS |
|
|||||||||||
(In thousands) |
|
|||||||||||
(Unaudited) |
|
|||||||||||
|
|
Three months ended March 31, 2024 |
|
|||||||||
|
|
As Reported |
|
|
Adjustment |
|
|
As Restated |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|||
Net loss (i) (ii) (iii) (iv) (v) (b) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
|||
Depreciation |
|
|
|
|
|
|
|
|
|
|||
Amortization of software and intangible assets |
|
|
|
|
|
|
|
|
|
|||
Amortization of deferred debt issuance costs |
|
|
|
|
|
|
|
|
|
|||
Share-based compensation |
|
|
|
|
|
|
|
|
|
|||
Deferred income taxes (v) |
|
|
|
|
|
( |
) |
|
|
|
||
Provision for inventory excess and obsolescence (iv) |
|
|
|
|
|
( |
) |
|
|
|
||
Provision for estimated credit losses (iii) |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Change in assets and liabilities: |
|
|
|
|
|
|
|
|
|
|||
Receivables (i) (iii) (c) |
|
|
|
|
|
( |
) |
|
|
|
||
Inventories |
|
|
|
|
|
|
|
|
|
|||
Prepaid expenses (vi) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Income taxes receivable (b) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Accounts payable (b) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Accrued employee compensation (b) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Accrued liabilities (i) (b) (c) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other assets and liabilities (ii) (v) (vi) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net cash used in operating activities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|||
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|||
Purchases of property and equipment (c) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Purchases of software |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Net cash used in investing activities |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|||
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|||
Proceeds from issuance of revolver debt |
|
|
|
|
|
|
|
|
|
|||
Repayment of term loan |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Taxes paid from shares withheld |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Net cash used in financing activities |
|
|
|
|
|
|
|
|
|
|||
Effect of exchange rate on cash |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Net decrease in cash |
|
|
|
|
|
|
|
|
|
|||
Cash, beginning of period |
|
|
|
|
|
|
|
|
|
|||
Cash, end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
|
|||
Income taxes paid, net of refunds received |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Interest paid |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
|
|||
Increase in property, equipment and software unpaid or accrued in liabilities (c) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
9
Note 3. Balance sheet components
Inventories, net
Inventories, net consisted of the following (in thousands):
|
|
December 31, |
|
|
March 31, |
|
||
|
|
2024 |
|
|
2025 |
|
||
|
|
|
|
|
(unaudited) |
|
||
Finished goods |
|
$ |
|
|
$ |
|
||
Raw materials |
|
|
|
|
|
|
||
Gross inventory |
|
|
|
|
|
|
||
Less: Excess and obsolescence reserve |
|
|
( |
) |
|
|
( |
) |
Inventories, net |
|
$ |
|
|
$ |
|
||
Inventory reserves are established for estimated excess and obsolete inventory equal to the difference between the cost of the inventory and the estimated net realizable value of the inventory based on historical usage, known trends, and market conditions and judgment about the anticipated future consumption and our ability to sell the inventory. At December 31, 2024 and March 31, 2025, excess and obsolescence reserves were $
Accrued liabilities
Accrued liabilities consisted of the following (in thousands):
|
|
December 31, |
|
|
March 31, |
|
||
|
|
2024 |
|
|
2025 |
|
||
|
|
|
|
|
(unaudited) |
|
||
Accrued goods and services |
|
$ |
|
|
$ |
|
||
Accrued loss on supplier commitments |
|
|
|
|
|
|
||
Accrued inventory purchases |
|
|
|
|
|
|
||
Accrued customer reserves |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Accrued liabilities |
|
$ |
|
|
$ |
|
||
Accrued warranty
Provisions for warranty claims are primarily related to our hardware products and are recorded at the time products are sold. The change to accrued warranty was as follows (in thousands):
|
|
Year ended |
|
|
Three Months Ended March 31, |
|
||
|
|
2024 |
|
|
2025 |
|
||
|
|
|
|
|
(unaudited) |
|
||
Beginning balance |
|
$ |
|
|
$ |
|
||
Costs to service warranty |
|
|
( |
) |
|
|
( |
) |
Provision (decrease) increase, net |
|
|
( |
) |
|
|
|
|
Ending balance |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
At December 31, 2024, $
10
Other noncurrent liabilities
Other noncurrent liabilities consisted of the following (in thousands):
|
|
December 31, |
|
|
March 31, |
|
||
|
|
2024 |
|
|
2025 |
|
||
|
|
|
|
|
(unaudited) |
|
||
Accrued loss on supplier commitments |
|
$ |
|
|
$ |
|
||
Accrued warranty |
|
|
|
|
|
|
||
Other liabilities |
|
|
|
|
|
|
||
Other noncurrent liabilities |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Note 4. Property and equipment
Property and equipment, net consisted of the following (in thousands):
|
|
|
|
December 31, |
|
|
March 31, |
|
||
|
|
Useful Life |
|
2024 |
|
|
2025 |
|
||
|
|
|
|
|
|
|
(unaudited) |
|
||
Equipment and tooling |
|
|
$ |
|
|
$ |
|
|||
Computer equipment |
|
|
|
|
|
|
|
|||
Furniture and fixtures |
|
|
|
|
|
|
|
|||
Leasehold improvements |
|
|
|
|
|
|
|
|||
Total cost |
|
|
|
|
|
|
|
|
||
Less: Accumulated depreciation |
|
|
|
|
( |
) |
|
|
( |
) |
Less: Impairment |
|
|
|
|
( |
) |
|
|
|
|
Property and equipment, net |
|
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
||
Total depreciation expense was $
As a result of the impairment triggers identified during the year ended December 31, 2024, the Company completed a quantitative assessment of the Company's long-lived assets for recoverability. Based on the quantitative assessment performed, management concluded that the assets were not recoverable. The Company completed a full review of its assets using the cost approach, considering economic obsolescence, and recorded an impairment charge of $
Note 5. Software
Software consisted of the following (in thousands):
|
|
|
|
December 31, 2024 |
|
|
March 31, 2025 |
|
||||||||||||||||||||||
|
|
|
|
|
|
|
(unaudited) |
|
||||||||||||||||||||||
|
|
Useful Life |
|
Gross carrying amount |
|
|
Accumulated amortization |
|
|
Impairment |
|
|
Net balance |
|
|
Gross carrying amount |
|
|
Accumulated amortization |
|
|
Net balance |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Acquired software and Software for internal use |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
|
|||||
Software marketed for external sale |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Total |
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
11
Amortization of acquired software and software for internal use is computed using the straight-line method over an estimated useful life of generally to
Amortization expense recognized on software to be sold or marketed externally was $
As a result of the impairment triggers identified during the year ended December 31, 2024, the Company completed a quantitative assessment on the Company's long-lived assets for recoverability. Based on quantitative assessment performed, management concluded that certain assets were not recoverable and recorded an impairment charge of $
At December 31, 2024, the Company completed the net realizable value test on its software marketed for external sale and identified one product where the net realizable value was below the unamortized capitalized costs of that product and recognized a $
Based on capitalized software assets at March 31, 2025, estimated amortization expense in future fiscal years is as follows (unaudited and in thousands):
Year ending December 31, |
|
Acquired software and Software for internal use |
|
|
Software |
|
|
Total |
|
|||
2025 (April - December) |
|
|
|
|
|
|
|
|
|
|||
2026 |
|
|
|
|
|
|
|
|
|
|||
2027 |
|
|
|
|
|
|
|
|
|
|||
2028 |
|
|
— |
|
|
|
|
|
|
|
||
2029 |
|
|
— |
|
|
|
|
|
|
|
||
Total amortization |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Note 6. Goodwill and intangible assets
There was
The Company tests goodwill for impairment annually on December 31 and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or asset group below its carrying amount and tests intangible assets if an indicator suggests that the carrying amount may not be recoverable.
Accordingly, the Company completes a quarterly qualitative triggering events assessment which considers significant events and circumstances such as a reporting unit’s historical and current results, assumptions regarding future performance, operating income or cash flows, strategic initiatives and overall economic factors, including significant negative industry or economic trends and macro-economic developments, and sustained declines in the Company's share price or market capitalization, considered in both absolute terms and relative to peers, to determine whether any of these may indicate that it is more likely than not that the fair value of the reporting unit is less than its carrying value.
As of December 31, 2024 and March 31, 2025, the Company's reporting unit had a negative carrying value and
For the year ended December 31, 2024, the Company completed an assessment of the customer relationship intangible and determined that the fair value of its customer relationship intangible was negative and the entire value was impaired, resulting in an full impairment loss of $
Intangible assets amortization expense was $
12
Note 7. Debt
At March 31, 2025, the Company had $
The following table reflects breakdown of the term loan and revolving credit facilities at December 31, 2024 and March 31, 2025 (in thousands):
|
|
December 31, |
|
|
March 31, |
|
||
|
|
2024 |
|
|
2025 |
|
||
|
|
|
|
|
(unaudited) |
|
||
Term loan facility |
|
$ |
|
|
$ |
|
||
Revolving credit facility |
|
|
|
|
|
|
||
Less: debt issuance costs on term loan facility |
|
|
( |
) |
|
|
( |
) |
Total debt, net |
|
|
|
|
|
|
||
Less: Current portion of long-term debt, net |
|
|
( |
) |
|
|
( |
) |
Total Long-term debt, net |
|
$ |
|
|
$ |
|
||
As of December 31, 2024, the effective interest rate on the term loan facility was
As of December 31, 2024, the weighted-average interest rate for borrowings outstanding under the revolving credit facility was
In addition to the interest charged on the term loan facility and the revolving credit facility, as a result of the covenant violation, the bank converted the term loan and revolving credit facilities to Base Rate loans on the default date and has imposed an additional
As of March 31, 2025, the Company has made all required quarterly principal and interest payments.
The maturity date of the Term Facility and the Revolving Facility, with all amounts outstanding, becoming due and payable in full, is November 17, 2026 (the “Maturity Date”).
Loan covenants and violations
The Amended Credit Agreement is subject to financial covenants, including covenants which require the Company to meet key financial ratios and customary affirmative and negative covenants. As of March 31, 2025, the Company was not in compliance with its quarterly consolidated fixed charge coverage ratio and consolidated leverage ratio covenants. These events of default afford Bank of America the right to declare the amounts immediately due and payable on the outstanding term loan principal amount of $
The term loan facility and revolving credit facility mature on November 17, 2026, however, the covenant violation gives the bank the right to require immediate payment of the outstanding amounts. Accordingly, the entire $
Interest expense
Net interest expense, including bank charges and amortization of debt issuance costs on the debt, was $
13
Note 8. Employee benefit plans
The Company’s significant employee benefit plans currently consist of a defined contribution plan in the United States and a separate defined contribution plan in the UK. The Company does not offer any other elective postretirement benefit plans, such as retiree medical and dental benefits or deferred compensation agreements to its employees or officers.
U.S. plan
U.S. regular, full-time employees are eligible to participate in the Cambium Networks, Inc. 401(k) Plan, which is a qualified defined contribution plan under section 401(k) of the Internal Revenue Service Code. Under the Cambium Networks, Inc. 401(k) Plan, the Company contributes a dollar-for-dollar match of the first
UK plan
Regular, full-time UK employees are eligible to participate in the Cambium Networks Ltd. Stakeholder Pension Scheme, which is a qualified defined contribution plan. Employees are eligible to participate on the first of the month following receipt of their enrollment form, and eligible employees are automatically enrolled in the plan at a default employee contribution rate of
Note 9. Shareholders' equity
2019 Share incentive plan
In June 2019, the Company’s Board of Directors adopted, and its shareholders approved, the 2019 Share Incentive Plan (“2019 Plan”). The 2019 Plan provides for the grant of incentive share options, nonqualified share options, share appreciation rights, restricted share awards (“RSAs”), restricted share units (“RSUs”), other share-based awards and performance awards. The share reserve under the 2019 Plan is automatically increased on the first day of each fiscal year, beginning with the fiscal year ended December 31, 2020 and will continue until, and including, the fiscal year ending December 31, 2029. The number of shares added annually is equal to the lowest of
The Company’s employees, officers, directors, consultants, and advisors are eligible to receive awards under the 2019 Plan. Incentive share options, however, may only be granted to the Company's employees.
Share-based compensation
The following table shows total share-based compensation expense for the three-month periods ended March 31, 2024 and 2025 (unaudited and in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2024 |
|
|
2025 |
|
||
Cost of revenues |
|
$ |
|
|
$ |
|
||
Research and development |
|
|
|
|
|
|
||
Sales and marketing |
|
|
|
|
|
|
||
General and administrative |
|
|
|
|
|
|
||
Total share-based compensation expense |
|
$ |
|
|
$ |
|
||
14
Share options
The Company's time-based share options typically have a contractual term of
The following is a summary of option activity for the Company’s share incentive plans for the three-month period ended March 31, 2025 (unaudited):
|
|
Options |
|
|
Weighted |
|
|
Weighted |
|
|
Aggregate |
|
||||
Outstanding at December 31, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Options granted |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
Options exercised |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
Options expired |
|
|
( |
) |
|
$ |
|
|
|
— |
|
|
$ |
— |
|
|
Options forfeited |
|
|
( |
) |
|
$ |
|
|
|
— |
|
|
$ |
— |
|
|
Outstanding at March 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
— |
|
|||
Options exercisable at March 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
— |
|
|||
Options vested and expected to vest at March 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|
|
|
||||
The Company uses the Black-Scholes option pricing model to estimate the fair value of share options. There were
The fair value of share options is estimated using the following weighted-average assumptions (unaudited):
|
Three months ended March 31, |
|||||
|
|
2024 |
|
|
2025 |
|
Expected dividend yield |
|
|
— |
|
|
N/A |
Risk-free interest rate |
|
|
% |
|
N/A |
|
Weighted-average expected volatility |
|
|
% |
|
N/A |
|
Expected term (in years) |
|
|
|
|
N/A |
|
Weighted average grant-date fair value per share of options granted |
|
$ |
|
|
N/A |
|
At March 31, 2025, there was $
Restricted shares
The Company's time-based RSUs typically vest over a
The following is a summary of restricted shares activity for the Company’s share incentive plan for the three-month period ended March 31, 2025 (unaudited):
|
|
Units |
|
|
Weighted |
|
||
RSU balance at December 31, 2024 1 |
|
|
|
|
$ |
|
||
RSUs granted |
|
|
— |
|
|
$ |
— |
|
RSUs vested |
|
|
( |
) |
|
$ |
|
|
RSUs forfeited 1 |
|
|
( |
) |
|
$ |
|
|
RSU balance at March 31, 2025 1 |
|
|
|
|
$ |
|
||
1
Of the
15
The fair value of the RSUs is based on the fair value of the Company's ordinary shares on the grant date. There were
As of March 31, 2025, there was $
Performance-based share awards
In May 2023, performance-based share awards were awarded to select executive officers of the Company. The awards contained a performance-based vesting criteria and included
On January 29, 2024, the Compensation Committee determined the performance goals for the First Performance Period were not achieved and the total potential shares of
On February 4, 2025, the Compensation Committee determined the performance goals for the Second Performance Period were not achieved and the total potential shares of
Employee share purchase plan
In June 2019, the Company’s Board of Directors adopted, and its shareholders approved, the Employee Share Purchase Plan (“ESPP”). The ESPP was effective on June 25, 2019, and the initial offering period of six months commenced on January 1, 2021. The current offering period of six months commenced on July 1, 2024 and runs through December 31, 2024. The purchase price of the shares is
For the three-month period ended March 31, 2024, the Company recognized $
16
Note 10. Loss per share
Basic net loss per share is computed by dividing net loss by the weighted-average number of shares outstanding during the period. Diluted net earnings per share is computed using the treasury method by giving effect to all potentially dilutive ordinary share equivalents outstanding for the period. For purposes of this calculation, share options, RSUs, and ESPP awards are considered to be ordinary share equivalents but are excluded from the calculation of diluted loss per share when including them would have an anti-dilutive effect. Performance-based share awards are only included in the calculation of diluted loss per share if the performance metric would have been achieved as of March 31, 2025 if that had been the end of the contingency period.
|
|
Three Months Ended March 31, |
|
|||||
|
|
2024 |
|
|
2025 |
|
||
|
|
|
|
|
|
|
||
Numerator: |
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Denominator: |
|
|
|
|
|
|
||
Basic weighted average shares outstanding |
|
|
|
|
|
|
||
Diluted weighted average shares outstanding |
|
|
|
|
|
|
||
Net loss per share, basic |
|
$ |
( |
) |
|
$ |
( |
) |
Net loss per share, diluted |
|
$ |
( |
) |
|
$ |
( |
) |
In the computation of diluted loss per share for the three-month periods ended March 31, 2024 and 2025, the Company did
Note 11. Income taxes
Due to forecasting uncertainty for 2024 and 2025, the Company's provision for income taxes at March 31, 2024 and March 31, 2025 is based on the 3-month year-to-date actual results. The Company recorded a provision for income taxes of $
In applying the statutory tax rate in the effective income tax rate reconciliation, the Company used the statutory U.S. federal income tax rate of
Note 12. Commitments and contingencies
In accordance with ASC 460, Guarantees, the Company recognizes the fair value for guarantee and indemnification arrangements it issues or modifies, if these arrangements are within the scope of authoritative accounting guidance. In addition, the Company must continue to monitor the conditions that are subject to the guarantees and indemnifications in order to identify if a loss has been incurred. If the Company determines it is probable that a loss has occurred, then any such estimated loss would be recognized under those guarantees and indemnifications and would be recognized in the Company’s consolidated statements of operations and comprehensive loss and corresponding consolidated balance sheets during that period.
Amended credit agreement
Our Amended Credit Agreement contains customary provisions with respect to the consequences of a “Default” or “Event of Default” as defined therein, including a restriction on the ability to access further borrowings as well as other customary rights and remedies available to the lender upon a Default or Event of Default. These include the ability to impose a default rate interest rate, prohibiting us from reinvesting asset sale proceeds, limiting repayment of intercompany debt and investment in non-loan party subsidiaries, limiting acquisitions, certain asset sales and assumption of indebtedness, and acceleration of the outstanding obligations and exercise of other remedies under the Amended Credit Agreement, among other customary restrictions.
Purchase commitments with contract manufacturers and suppliers
17
The Company purchases components from a variety of suppliers and use contract manufacturers to provide manufacturing services for our products and issue purchase orders for these products and services. During the normal course of business, in order to manage manufacturing lead times and help ensure adequate component supply, the Company enters into agreements with contract manufacturers and suppliers that allow them to procure inventory and components based upon criteria as defined by us, such as forecasted demand. The Company may be liable to purchase excess product or aged material from its suppliers following reasonable mitigation efforts. The Company establishes a loss on supplier commitments liability for all product the supplier has procured for which the Company does not expect it will sell. Such loss on purchase commitment liability is included in Accrued liabilities and Other noncurrent liabilities on the Company's consolidated balance sheets, based on the timing of when the liability is expected to be resolved.
Warranties
The Company offers a standard warranty on its products, with the term depending on the product, and records a liability for the estimated future costs associated with potential warranty claims. The Company’s responsibility under its standard warranty is the repair or replacement of in-warranty defective product, or to credit the purchase price of the defective product, at its discretion, without charge to the customer. The Company’s estimate of future warranty costs is largely based on historical experience factors including product failure rates, material usage, and service delivery cost incurred in correcting product failures. The standard warranty is included in either Other current liabilities or Other noncurrent liabilities on the Company's consolidated balance sheets, depending on the time period covered by the warranty. The Company also offers an extended warranty for purchase that represents a future performance obligation for the Company. The extended warranty is included in deferred revenues (both current and noncurrent) on the consolidated balance sheets and recognized on a straight-line basis over the term of the extended warranty. The warranty costs are reflected in the Services cost of revenues on the consolidated statements of operations and comprehensive loss.
Indemnification
The Company generally indemnifies its distributors against claims brought by a third party to the extent any such claim alleges that the Company’s product infringes a patent, copyright or trademark or violates any other proprietary rights of that third party. Although the Company generally tries to limit the maximum amount of potential future liability under its indemnification obligations, in certain agreements this liability may be unlimited. The maximum potential amount of future payments the Company may be required to make under these indemnification agreements is not estimable. The Company did not make any payments under indemnification agreements for the three-months periods ended March 31, 2024 or 2025 (unaudited).
The Company indemnifies its directors and officers and select key employees, including key employees serving as directors or officers of the Company’s subsidiaries, for certain events or occurrences, subject to certain limits, while the director or officer is or was serving at the Company’s request in such capacity. The term of the indemnification period is for the director’s or officer’s term of service. The Company may terminate the indemnification agreements with its directors, officers or key employees upon the termination of their services as directors or officers of the Company or its subsidiaries, or the termination of activities for which indemnification has been provided, but termination will not affect claims for indemnification related to events occurring prior to the effective date of termination. The maximum amount of potential future indemnification is unlimited; however, the Company has a director and officer insurance policy that limits its exposure. The Company believes the fair value of these indemnification agreements is minimal.
Legal proceedings
Third parties may from time to time assert legal claims against the Company. The Company records accruals for loss contingencies to the extent that it concludes it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. The Company evaluates, on a regular basis, developments in legal proceedings and other matters that could cause a change in amounts recorded. Due to the inherent uncertainty involving legal matters, the ultimate resolution could differ from amounts recorded. There is no pending or threatened legal proceedings to which the Company is a party, that in the Company’s opinion, is likely to have a material adverse effect on its financial condition or results of operations.
Note 13. Segment information
The Company operates in a reportable segment providing fixed wireless broadband and Wi-Fi networking infrastructure solutions. This segment generates revenue primarily from the sale of hardware products, but also includes revenues from software products, extended warranty and subscription services.
18
See Note 14. Revenues from contracts with customers for additional information about the Company's revenues by product category and geography.
As the Company operates solely within
The Company's long-lived assets, including the Company's property and equipment, software, operating lease right-of-use assets, goodwill and intangibles, and noncurrent assets, but excluding deferred tax assets, recognized in the consolidated balance sheets were geographically located as follows (in thousands):
|
|
December 31, |
|
|
March 31, |
|
||
|
|
2024 |
|
|
2025 |
|
||
|
|
|
|
|
(Unaudited) |
|
||
North America |
|
$ |
|
|
$ |
|
||
Europe, Middle East, Africa |
|
|
|
|
|
|
||
Asia Pacific |
|
|
|
|
|
|
||
Caribbean and Latin America |
|
|
|
|
|
|
||
Depreciation and amortization, impairment, property and equipment additions and capital software additions are reported at the consolidated level on the consolidated statements of cash flows. Additional significant non-cash items include the following (unaudited and in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2024 |
|
|
2025 |
|
||
Share-based compensation |
|
$ |
|
|
$ |
|
||
Provision for inventory excess and obsolescence |
|
|
|
|
|
( |
) |
|
Note 14. Revenues from contracts with customers
Revenues consist primarily of revenues from the sale of hardware products. Revenues also include amounts for software products, extended warranty on hardware products and software subscription services. Substantially all products are sold through distributors and other channel partners, such as resellers and systems integrators.
The Company recognizes revenue to reflect the transfer of control of promised products or services to a customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those products or services.
Disaggregation of revenues
Revenues by product category were as follows (unaudited and in thousands, except percentages):
|
|
Three Months Ended March 31, |
|
|||||||||||||
|
|
2024 |
|
|
2025 |
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||
Point-to-Multi-Point |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
Point-to-Point |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Enterprise |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Other |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Total Revenues |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
19
The Company’s products are predominately distributed through a third-party logistics providers in the United States, Netherlands and Vietnam. The Company has determined the geographical distribution of product revenues based upon the ship-to destinations.
Revenues by geography were as follows (unaudited and in thousands, except percentages):
|
|
Three Months Ended March 31, |
|
|||||||||||||
|
|
2024 |
|
|
2025 |
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||
North America |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
Europe, Middle East and Africa |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Caribbean and Latin America |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Asia Pacific |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Total Revenues |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
Contract balances
The following table summarizes contract balances as of December 31, 2024 and March 31, 2025 (in thousands):
|
|
December 31, |
|
|
March 31, |
|
||
|
|
|
|
|
(unaudited) |
|
||
Trade accounts receivable, net of allowance for estimated credit losses |
|
$ |
|
|
$ |
|
||
Deferred revenue - current |
|
|
|
|
|
|
||
Deferred revenue - noncurrent |
|
|
|
|
|
|
||
Accrued sales returns |
|
|
|
|
|
|
||
Deferred revenue consists of amounts due or received from customers in advance of the Company satisfying performance obligations under contractual arrangements, such as software subscriptions and extended warranty. Deferred revenue is classified as current or noncurrent based on the timing of when revenue will be recognized.
Accrued sales returns is the estimated amount expected to be returned by customers in relation to product exchanges made as part of the Company’s stock rotation program. This amount is included within Other current liabilities in the consolidated balance sheets.
Receivables and concentration of credit risk
Trade accounts receivable represents amounts billed and currently due from customers and amounts earned that are to be billed in the future (e.g., accrued accounts receivable). Included in accrued accounts receivable are software subscription revenues earned in the current period but billed in the following period.
The Company considers the credit risk of all customers and regularly monitors credit risk exposure in its trade receivables. The Company’s standard credit terms with its customers are generally net
Remaining performance obligations
Remaining performance obligations represent the revenue that is expected to be recognized in future periods associated with performance obligations included in a contract that are unsatisfied, or partially satisfied, as of the reporting date. The Company's remaining performance obligations relate primarily to software subscriptions and extended warranty, which are recognized as revenue over time and presented as deferred revenue in the consolidated balance sheets.
There have been no material changes in the amount or timing of recognition of the Company's remaining performance obligations from those disclosed in the Company's Comprehensive Form 10-K for the year ended December 31, 2024 (unaudited).
Revenue recognized during the three-month period ended March 31, 2025 which was previously included in deferred revenues as of December 31, 2024 was $
Cost to obtain a contract
Sales commissions are incremental costs of obtaining a contract. The Company has
20
Note 15. Related party transactions
A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal.
For the three-month periods ended March 31, 2024 and 2025, the Company did
Note 16. Restructuring
In 2023, the Company initiated two corporate cost reductions plans, the first in August 2023 and the second in November 2023, to better align Cambium's cost structure with current economic conditions and position the Company to achieve near-term and long-term targets to maintain profitability, improve cash flow and maintain a strong balance sheet. The cost reductions include a reduction in the Company's workforce and primarily include one-time termination costs. All costs under these 2023 plans were recognized by December 31, 2024 and reductions under these plans are complete. As of December 31, 2024, the Company had a restructuring liability of $
On February 24, 2025, the Company announced and initiated another cost reduction plan.
During the three-month period ended March 31, 2025, the Company incurred additional restructuring charges under the February 2025 plan related to one-time termination costs of approximately $
The following table reflects the restructuring liability activity for the three-month period ended March 31, 2025 (unaudited and in thousands):
Restructuring liability at December 31, 2024 |
|
$ |
|
|
Restructuring charges- February 2025 restructuring |
|
|
|
|
Costs paid - November 2023 restructuring |
|
|
( |
) |
Costs paid - February 2025 restructuring |
|
|
( |
) |
Restructuring liability at March 31, 2025 |
|
$ |
|
Note 17. Subsequent events
Nasdaq Noncompliance
On March 25, 2026, the Company received a written notice that the Nasdaq Hearings Panel (the “Hearings Panel”) had determined to delist the Company's ordinary shares from The Nasdaq Global Market due to the Company's failure to comply with the terms of the Hearings Panel's prior decision. Trading in the Company's ordinary shares was suspended at the open of trading on March 27, 2026. Trading in the Company's ordinary shares under the symbol "CMBMF" on the OTC Expert Market began on March 30, 2026.
The Company had previously received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) on April 10, 2025, notifying the Company that, it had failed to comply with the $
On November 11, 2025, the Company presented its plan of compliance before the Nasdaq Hearings Panel and requested a continued stay of its delisting pending achieving full compliance by filing the Delinquent Filings within the time requested under the plan of compliance. On December 3, 2025, the Company received a decision (the “Decision Letter”) from the Hearings Panel granting
21
the Company’s request for continued listing of the Company’s ordinary shares, subject to the Company demonstrating compliance with the Bid Price Rule and the Filing Rule, on or before April 16, 2026, but subject to interim filing dates as set forth in the decision.
On December 12, 2025, the Company received a partial compliance letter from the Hearings Panel confirming the Company is in compliance with the Bid Price Rule, although it remained non-compliant with the Filing Rule.
On January 9, 2026, the Company received a further determination letter stating that because the Company did not hold an annual meeting of shareholders within twelve months from the Company's prior fiscal year end as required by Nasdaq Listing Rule 5620(a), the resulting non-compliance serves as an additional basis for delisting the Company's securities.
The Company was unable to meet the interim filing deadlines set forth in the Decision Letter, and requested extensions to the February 6, 2026 interim deadline, with additional extensions requested to March 16, 2026 and to March 23, 2026 were granted by the Hearing Panel.
22
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of financial condition and results of operation should be read in conjunction with the consolidated financial statements and related notes thereto of Cambium Networks Corporation (“Cambium”, “we”, “our”, or “us”) included elsewhere in this Quarterly Report on Form 10-Q and with the financial statements and related notes and Management’s Discussion and Analysis in our Comprehensive Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on April 7, 2026. In our Comprehensive Form 10-K for the fiscal year ended December 31, 2024, we restated financial statements for the three month period ended March 31, 2024. The financial results included herein for this period reflect the impact of the restatement. Results for the three-month period ended March 31, 2025 are not necessarily indicative of the results that may be expected for any period in the future.
Overview
Cambium Networks is a global technology company that designs, develops, and manufactures fixed wireless and PON/XGSPON based broadband, Wi-Fi, and local area networking ("LAN") switching infrastructure, and security gateway solutions for a wide range of applications, including broadband access, wireless backhaul, Internet of Things ("IoT"), public safety communications, and Wi-Fi access. Our products enable service providers, enterprises, industrial organizations, and governments to deliver exceptional digital experiences and device connectivity, with compelling economics. Our ONE network platform simplifies the management of Cambium Networks' wired and wireless technologies. Our product lines fall into three broad, interrelated categories: Fixed Wireless & fiber Broadband ("FWB"), Enterprise networking, and Subscription and Services.
The FWB portfolio spans point-to-point ("PTP") and point-to-multi-point ("PMP") architectures over multiple standards, and frequency bands, including licensed, unlicensed, and lightly licensed spectrum, and fiber products. During 2024, both our PMP4600 and PMP 450v platforms received Federal Communications Commission ("FCC") approval to operate in the recently released 6 GHz band in conjunction with our approved Automated Frequency Coordination ("AFC") service.
The Enterprise portfolio includes a complete range of indoor and outdoor Wi-Fi access points, indoor and hardened copper and optical-based Ethernet switches, and security gateway and software-defined wide area network ("SD-WAN") devices. During 2024, we introduced our first Wi-Fi 7 access point, the X7-35X, which was supplemented by the X7-53X and X7-55X in September 2025. These three Wi-Fi 7 access points will be complemented with a broad range of indoor and outdoor Wi-Fi 7 solutions as the industry transition to Wi-Fi 7 occurs.
The Subscription and Services portfolio includes network planning and design, and cloud or on-premises network management and control solutions. The latter capability, delivered through subscription to cnMaestro™ X, forms the foundation of our ONE Network, a cloud-based network management architecture that allows users to remotely configure, monitor, and manage their wired and wireless networks. It provides a single, centralized view of all Cambium Network devices, and real-time performance and usage data, allowing users to control and optimize network configuration and settings. Advanced services offered in conjunction with this platform include application visibility and control, which is used to optimize end-user experiences; and "Assurance" which allows network administrators the ability to rapidly troubleshoot network issues using Artificial Intelligence ("AI")-powered root cause analysis with proactive resolution, ensuring service level agreements are met and preventing client impact. The Network Service Edge ("NSE"), an integrated security gateway and SD-WAN service for small and medium businesses, may also be associated with a subscription for network security services.
Trends impacting our business
Macroeconomic factors such as higher interest rates and inflationary pressures, which impact private sector capital investment, and concerns about a global economic slowdown and geopolitical conditions have added to the softened demand for our products and services that we experienced over 2023 and 2024 coming out of the pandemic, and increased our cost of revenues and impacted, and may continue to impact, our gross margin. We continue to see a high level of competition in our industry due to slower demand and aggressive pricing. We also see increased competition and pricing pressure from new competitors such as Starlink significantly driving down global connectivity prices, with satellite bandwidth costs dropping roughly 77% over the last five years due to its rapid constellation deployment and lower manufacturer costs. We have also seen increased competition from mobile network operators who are using excess capacity in their mobile network to address fixed wireless broadband needs, and from original design manufacturers who are trying to increase their market share by selling directly to major telecommunications providers. We believe that these market pressures will continue to negatively impact revenues and gross margins for the foreseeable future. We may continue to face risks of technology shifts that could result in inventory becoming obsolete before it is deployed, including as the industry continues its shift to Wi-Fi 7.
We are also impacted by the increases in the prices of memory chips from our semiconductor suppliers. Prices for memory chips have increased rapidly for newer generations of memory, which has had an impact on the supply of current memory, impacting components for both Wi-Fi 7 and Wi-Fi 6. We expect this to continue for the foreseeable future due to the scaling of AI data centers.
We spent 2025 moving production of select products from a third-party manufacturer in Mexico, to a third-party manufacturer in Thailand. The move has been challenged by logistics and production issues due to the complexity of the impacted products as well
23
as challenges present when utilizing a new manufacturer. While the majority of impacted products are in production, issues of scale, yield and supply chain continue to limit our ability to meet customer demand, and this may continue into 2026.
We continue to monitor the impact of macroeconomic factors, including a potential global recession, inflationary pressures, monetary policy shifts, trade wars, and growing political tensions globally that continue to impact our industry and our business. We also believe that our customers continue to grapple with the impact of these macroeconomic factors on their businesses and future investment plans, leading to business uncertainty and a more constrained approach to forecasts and orders, and decreasing visibility into customer demand. Any prolonged economic disruptions, continued uncertainty over global trade wars, as well as further deterioration in the global economy or continued outbreaks of international hostilities could have a negative impact on demand from our customers in future periods.
The impact of reverse globalization, including a more nationalistic trend globally leading to increasing government requirements for domestically produced products or limiting the sourcing of components and other products from China and elsewhere, has led us to limit our reliance on third-party manufacturers in China and move manufacturing to other locations, particularly Thailand, which has caused some disruptions in our supply operations, together with the impact of moving manufacture of some products to suppliers who have no recent experience building similar products. Nationalistic trends are occurring in various geographies which may make it impractical for us to do business in some countries.
Credit Agreement Default
We continue to be out of compliance with financial and other covenants under our Amended Credit Agreement with Bank of America, and such defaults continued through 2025 and into 2026. In addition, we ceased payment of required quarterly principal and interest on the term loan facility and of periodic interest on the revolving credit facility as of June 2025. Such defaults afford the lender the right to declare the amounts outstanding immediately due and payable. We continue to have regular discussions with the lender, we have not been able to obtain a waiver of the defaults from the lender, or otherwise refinance the indebtedness. If the lender were to accelerate the maturity and declare the full outstanding principal and interest immediately due and payable, we would not be able to repay the debt, and therefore, there is substantial uncertainty we would be able to continue as a going concern. Absent acceleration, our Amended Credit Agreement mature on November 17, 2026. Absent an infusion of capital from financing or divestiture, we will be unable to repay this indebtedness when it comes due. Refer to Note 7. Debt, to our consolidated financial statements of this Quarterly Report on Form 10-Q for additional information.
We continue to take actions to improve our profitability and focus on operating efficiency and therefore are reducing discretionary spending, deferring capital expenditures and implementing cost reductions to align our cost structure with current and expected revenue levels. We are actively seeking additional capital through possible divestitures and/or capital raising transactions and working on accommodation with our lenders to provide us with the financial flexibility needed to meet our obligations as they come due over the next twelve months. Our ability to achieve these objectives depends in part on our expectations regarding macro-conditions in the markets in which we compete, customer acceptance and purchases of our products, buying decisions by our distributors, improvements in our manufacturing challenges with transition to new manufacturers, and other factors that are not all within our control.
Restatement
During the course of preparing our financial statements for the fiscal year ended December 31, 2024, we identified material weaknesses in our internal controls over financial reporting that led to errors in the financial statements previously filed for the three-month period ended March 31, 2024. The financial results included herein for the three-month period ended March 31, 2024 reflect the impact of this restatement. Refer to the Explanatory Note and Note 19. Restatement of previously issued unaudited interim financial statements in the Notes to the consolidated financial statements included the Comprehensive Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on April 7, 2026, for a discussion of the drivers and impact of the restatement.
Financial results for the three-month period ended March 31, 2025
24
Basis of presentation
Revenues
Our revenues are generated primarily from the sale of hardware products with essential embedded software. Our revenues also include amounts for software products, extended warranty on hardware products and subscription services. We generally recognize product revenues at the time of shipment, provided that all other revenue recognition criteria have been met and we measure revenue based on the consideration to which we expect to be entitled based on customer contracts. We recognize subscription services revenue ratably over the term in which the services are provided and our performance obligation is satisfied. Revenues are adjusted for variable consideration amounts, including but not limited to estimated stock returns, customer incentives, and cooperative marketing allowances that we provide to distributors. We provide a standard warranty on our hardware products, with the term depending on the product, and record a liability for the estimated future costs associated with potential warranty claims. In addition, we also offer extended warranties for purchase that represents a future performance obligation for us. The extended warranty is included in deferred revenues and is recognized on a straight-line basis over the term of the extended warranty.
Cost of revenues and gross profit
Our cost of revenues is comprised primarily of the costs of procuring finished goods from our third-party manufacturers, third-party logistics and warehousing provider costs, freight costs, and warranty costs. We outsource our manufacturing to third-party manufacturers located primarily in Thailand, Vietnam, Philippines, and Taiwan. Cost of revenues also includes costs associated with supply operations, including personnel and related allocated overhead costs, provision for excess and obsolete inventory, loss on supplier commitment expense, third-party license costs and third-party costs related to services we provide. Cost of revenues also includes amortization of capitalized software costs associated with products to be sold, and charges for excess and obsolescence and losses on supplier commitments.
Gross profit has been and will continue to be affected by various factors, including changes in product mix. The margin profile of products within each of our core product categories can vary significantly depending on the operating performance, features and manufacturer of the product. Generally, our gross margins on backhaul and fixed wireless access point products are greater than those on our CPE products. Because the ratio of CPE to PTP and PMP access points typically increases as network operators build out the density of their networks, increases in follow-on sales to network operators as a percentage of our total sales generally have a downward effect on our overall gross margins. Finally, gross margin will also vary as a function of changes in pricing due to competitive pressure, our third-party manufacturing and other production costs, cost of shipping and logistics, provision for excess and obsolete inventory, loss on supplier commitments, and other factors. We expect our gross margins will fluctuate from period to period depending on the interplay of these various factors.
Operating expenses
We classify our operating expenses as research and development, sales and marketing, and general and administrative expense. Personnel costs are the primary component of each of these operating expense categories, which consist of costs such as salaries, sales commissions, benefits, and bonuses, as well as share-based compensation expense. Depreciation and amortization of long-lived assets is separately disclosed in the statements of operations and comprehensive loss.
Research and development
In addition to personnel costs, research and development expense consists of costs associated with the design and development of our products, product certification, travel, recruiting, shared facility and shared IT costs. We generally recognize research and development expense as incurred. For certain of our software projects under development, we capitalize the development cost during the period between determining technological feasibility of the product and commercial release. We amortize the capitalized development cost upon commercial release, generally over three years, and include the amortization costs in cost of revenues on our statements of operations. We typically do not capitalize costs related to the development of first-generation product offerings as technological feasibility generally coincides with general availability of the software.
Sales and marketing
In addition to personnel costs for sales, marketing, service and product line management personnel, sales and marketing expenses consist of our training programs, trade shows, marketing programs, promotional materials, demonstration equipment, national and local regulatory approval on our products, travel and entertainment, recruiting and shared facilities and shared IT costs.
General and administrative
In addition to personnel-related costs, general and administrative expenses consist of professional fees, such as legal, audit, accounting, information technology and consulting costs, insurance, shared facilities and shared IT costs, and other supporting overhead costs.
25
Depreciation and amortization
Depreciation and amortization expenses consist of depreciation related to fixed assets such as computer equipment, furniture and fixtures, leasehold improvements, and testing equipment, as well as amortization related to acquired software and software for internal use and definite lived intangibles.
Provision for income taxes
Our provision for income taxes consists primarily of income taxes in the jurisdictions in which we conduct business. Management assesses our deferred tax assets in each reporting period, and if it is determined that it is not more likely than not to be realized, we will record a valuation allowance in that period.
26
Results of operations
The following table presents the consolidated statements of operations, as well as the percentage relationship to total revenues for items included in our consolidated statements of operations for the three-month period ended March 31, 2024 compared to the three-month period ended March 31, 2025 (in thousands):
|
|
Three Months Ended March 31, |
|
|
|||||
(in thousands) |
|
2024 |
|
|
2025 |
|
|
||
|
|
(As Restated) |
|
|
|
|
|
||
Statements of Operations Data: |
|
|
|
|
|
|
|
||
Product |
|
$ |
42,178 |
|
|
$ |
29,127 |
|
|
Subscriptions and services |
|
|
4,892 |
|
|
|
4,615 |
|
|
Total revenues |
|
|
47,070 |
|
|
|
33,742 |
|
|
Cost of revenues: |
|
|
|
|
|
|
|
||
Product |
|
|
30,859 |
|
|
|
16,912 |
|
|
Subscriptions and services |
|
|
2,204 |
|
|
|
2,219 |
|
|
Total cost of revenue |
|
|
33,063 |
|
|
|
19,131 |
|
|
Gross profit: |
|
|
|
|
|
|
|
||
Product |
|
|
11,319 |
|
|
|
12,215 |
|
|
Subscriptions and services |
|
|
2,688 |
|
|
|
2,396 |
|
|
Total gross profit |
|
|
14,007 |
|
|
|
14,611 |
|
|
Operating expenses |
|
|
|
|
|
|
|
||
Research and development |
|
|
10,799 |
|
|
|
9,355 |
|
|
Sales and marketing |
|
|
9,721 |
|
|
|
8,418 |
|
|
General and administrative |
|
|
7,434 |
|
|
|
6,305 |
|
|
Depreciation and amortization |
|
|
1,633 |
|
|
|
137 |
|
|
Total operating expenses |
|
|
29,587 |
|
|
|
24,215 |
|
|
Operating loss |
|
|
(15,580 |
) |
|
|
(9,604 |
) |
|
Interest expense, net |
|
|
881 |
|
|
|
1,971 |
|
|
Other expense, net |
|
|
59 |
|
|
|
63 |
|
|
Loss before income taxes |
|
|
(16,520 |
) |
|
|
(11,638 |
) |
|
Provision for income taxes |
|
|
1,928 |
|
|
|
378 |
|
|
Net loss |
|
$ |
(18,448 |
) |
|
$ |
(12,016 |
) |
|
27
|
|
Three Months Ended March 31, |
|
|||||
|
|
2024 |
|
|
2025 |
|
||
|
|
(As Restated) |
|
|
|
|
||
Percentage of Revenues: |
|
|
|
|
|
|
||
Product |
|
|
89.6 |
% |
|
|
86.3 |
% |
Subscriptions and services |
|
|
10.4 |
% |
|
|
13.7 |
% |
Total revenues |
|
|
100.0 |
% |
|
|
100.0 |
% |
Cost of revenues: |
|
|
|
|
|
|
||
Product |
|
|
73.2 |
% |
|
|
58.1 |
% |
Subscriptions and services |
|
|
45.1 |
% |
|
|
48.1 |
% |
Total cost of revenue |
|
|
70.2 |
% |
|
|
56.7 |
% |
Gross profit: |
|
|
|
|
|
|
||
Product |
|
|
26.8 |
% |
|
|
41.9 |
% |
Subscriptions and services |
|
|
54.9 |
% |
|
|
51.9 |
% |
Total gross profit |
|
|
29.8 |
% |
|
|
43.3 |
% |
Operating expenses |
|
|
|
|
|
|
||
Research and development |
|
|
22.9 |
% |
|
|
27.7 |
% |
Sales and marketing |
|
|
20.7 |
% |
|
|
24.9 |
% |
General and administrative |
|
|
15.8 |
% |
|
|
18.7 |
% |
Depreciation and amortization |
|
|
3.5 |
% |
|
|
0.4 |
% |
Total operating expenses |
|
|
62.9 |
% |
|
|
71.8 |
% |
Operating loss |
|
|
(33.1 |
)% |
|
|
(28.5 |
)% |
Interest expense, net |
|
|
1.9 |
% |
|
|
5.8 |
% |
Other expense, net |
|
|
0.1 |
% |
|
|
0.2 |
% |
Loss before income taxes |
|
|
(35.1 |
)% |
|
|
(34.5 |
)% |
Provision for income taxes |
|
|
4.1 |
% |
|
|
1.1 |
% |
Net loss |
|
|
(39.2 |
)% |
|
|
(35.6 |
)% |
|
|
|
|
|
|
|
||
Comparison of three-month period ended March 31, 2024 to the three-month period ended March 31, 2025
Revenues
|
|
Three Months Ended March 31, |
|
|
Change |
|
||||||||||
(dollars in thousands) |
|
2024 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||
|
|
(As Restated) |
|
|
|
|
|
|
|
|
|
|
||||
Product |
|
$ |
42,178 |
|
|
$ |
29,127 |
|
|
$ |
(13,051 |
) |
|
|
(30.9 |
)% |
Subscriptions and services |
|
|
4,892 |
|
|
|
4,615 |
|
|
$ |
(277 |
) |
|
|
(5.7 |
)% |
Product revenues decreased $13.1 million, or 30.9%, from $42.2 million for the three-month period ended March 31, 2024, to $29.1 million for the three-month period ended March 31, 2025, with the largest decrease in our point-to-multi-point and point-to-point product categories, mostly driven by both lower demand and timing of orders from distributors.
Subscriptions and services revenues decreased $0.3 million, or 5.7% from $4.9 million for the three-month period ended March 31, 2024 to $4.6 million for the three-month period ended March 31, 2025. The decrease was primarily due to $0.5 million lower services revenue partially offset by $0.2 million higher software subscriptions revenue due to increased volume of subscriptions.
28
Revenues by product category
|
|
Three Months Ended March 31, |
|
|
Change |
|
||||||||||
(dollars in thousands) |
|
2024 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||
|
|
(As Restated) |
|
|
|
|
|
|
|
|
|
|
||||
Point-to-Multi-Point |
|
$ |
18,818 |
|
|
$ |
13,149 |
|
|
$ |
(5,669 |
) |
|
|
(30.1 |
)% |
Point-to-Point |
|
|
13,825 |
|
|
|
8,462 |
|
|
|
(5,363 |
) |
|
|
(38.8 |
)% |
Enterprise |
|
|
13,084 |
|
|
|
11,264 |
|
|
|
(1,820 |
) |
|
|
(13.9 |
)% |
Other |
|
|
1,343 |
|
|
|
867 |
|
|
|
(476 |
) |
|
|
(35.4 |
)% |
Total revenues by product category |
|
$ |
47,070 |
|
|
$ |
33,742 |
|
|
$ |
(13,328 |
) |
|
|
(28.3 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Point-to-Multi-Point
Our PMP product revenues decreased $5.7 million, or 30.1%, from the three-month period ended March 31, 2024 to 2025. The decrease in point-to-multi-point revenues was driven by lower revenues in North America, Caribbean and Latin America and Asia Pacific partially offset by higher revenues in Europe, Middle East, Africa, mostly due to both lower demand from our service providers and timing of orders from our distributors, specifically for our 60 GHz, 28 GHz and ePMP products.
Point-to-Point
PTP product revenues decreased $5.4 million, or 38.8%, from the three-month period ended March 31, 2024 to 2025 mostly driven by lower demand across all products, but mostly due to lower demand for PTP accessories.
Enterprise
Enterprise product revenues decreased $1.8 million, or 13.9%, from the three-month period ended March 31, 2024 to 2025. Enterprise revenues increased in all regions, with the largest increase in all regions except North America, with lower demand for Wi-Fi 6 and switching products partially offset by higher demand for Wi-Fi 5 and Wi-Fi 7 products.
Revenues by geography
|
|
Three Months Ended March 31, |
|
|
Change |
|
||||||||||
(dollars in thousands) |
|
2024 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||
|
|
(As Restated) |
|
|
|
|
|
|
|
|
|
|
||||
North America |
|
$ |
25,138 |
|
|
$ |
18,390 |
|
|
$ |
(6,748 |
) |
|
|
(26.8 |
)% |
Europe, Middle East, Africa |
|
|
12,541 |
|
|
|
11,054 |
|
|
|
(1,487 |
) |
|
|
(11.9 |
)% |
Caribbean and Latin America |
|
|
4,609 |
|
|
|
1,358 |
|
|
|
(3,251 |
) |
|
|
(70.5 |
)% |
Asia Pacific |
|
|
4,782 |
|
|
|
2,940 |
|
|
|
(1,842 |
) |
|
|
(38.5 |
)% |
Total revenues by geography |
|
$ |
47,070 |
|
|
$ |
33,742 |
|
|
$ |
(13,328 |
) |
|
|
(28.3 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues decreased in all regions from the three-month period ended March 31, 2024 to March 31, 2025. North America revenues decreased $6.7 million, or 26.8%. The decrease in revenues in North America was driven mostly by decreased PTP revenues primarily due to lower demand for PTP accessories and from defense customers, decreased PMP product revenues primarily due to lower demand for 60 GHz, 28 GHz and ePMP products, partially offset by higher enterprise product revenues driven by improved demand for Wi-Fi 6 and switching products. Europe, Middle East, Africa revenues decreased by $1.5 million, or 11.9%, mostly driven by decreased enterprise product revenues due to lower demand for Wi-Fi 6 and switching products partially offset by increased PMP product revenues across all products and higher PTP revenues driven by higher demand from defense customers. Caribbean and Latin America revenues decreased $3.3 million, or 70.5%, mostly driven by lower PTP and PMP product revenues due to lower demand. Asia Pacific revenues decreased $1.8 million, or 38.5%, mostly driven by decreased PMP and PTP revenues due to lower demand.
29
Cost of revenues and gross margin
|
|
Three Months Ended March 31, |
|
|
Change |
|
||||||||||
(dollars in thousands) |
|
2024 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||
|
|
(As Restated) |
|
|
|
|
|
|
|
|
|
|
||||
Product |
|
$ |
30,859 |
|
|
$ |
16,912 |
|
|
$ |
(13,947 |
) |
|
|
(45.2 |
)% |
Gross margin |
|
|
26.8 |
% |
|
|
41.9 |
% |
|
|
|
|
1450 bps |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Subscriptions and services |
|
$ |
2,204 |
|
|
$ |
2,219 |
|
|
$ |
15 |
|
|
|
0.7 |
% |
Gross margin |
|
|
54.9 |
% |
|
|
51.9 |
% |
|
|
|
|
100 bps |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenues for products decreased $13.9 million, or 45.2%, from $30.9 million for the three-month period ended March 31, 2024 to $16.9 million for the three-month period ended March 31, 2025. The decrease in cost of revenues was primarily driven by lower revenues along with a $6.6 million decrease in excess and obsolescence reserve and $3.6 million decrease in loss on supplier commitment expense.
Cost of revenues for subscriptions and services remained flat from the three-month period ended March 31, 2024 to three-month period ended March 31, 2025.
Gross margin for products increased from 26.8% for the three-month period ended March 31, 2024 to 41.9% for the three-month period ended March 31, 2025. The increase primarily reflects the impact from the decrease in our excess and obsolescence reserve and loss on supplier commitment expense.
Gross margin for subscriptions and services decreased from 54.9% for the three-month period ended March 31, 2024 to 51.9% for the three-month period ended March 31, 2025. The decrease primarily reflects the impact of certain fixed costs on lower subscriptions and services revenue.
Operating expenses
|
|
Three Months Ended March 31, |
|
|
Change |
|
||||||||||
(dollars in thousands) |
|
2024 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||
|
|
(As Restated) |
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
$ |
10,799 |
|
|
$ |
9,355 |
|
|
$ |
(1,444 |
) |
|
|
(13.4 |
)% |
Sales and marketing |
|
|
9,721 |
|
|
|
8,418 |
|
|
|
(1,303 |
) |
|
|
(13.4 |
)% |
General and administrative |
|
|
7,434 |
|
|
|
6,305 |
|
|
|
(1,129 |
) |
|
|
(15.2 |
)% |
Depreciation and amortization |
|
|
1,633 |
|
|
|
137 |
|
|
|
(1,496 |
) |
|
|
(91.6 |
)% |
Total operating expenses |
|
$ |
29,587 |
|
|
$ |
24,215 |
|
|
$ |
(5,372 |
) |
|
|
(18.2 |
)% |
Research and development
Research and development expense decreased $1.4 million, or 13.4% from $10.8 million for the three-month period ended March 31, 2024 to $9.4 million for the three-month period ended March 31, 2025. The decrease in research and development expense was primarily due to $0.8 million lower staff-related costs, mostly due to a reduction in headcount from February 2025 restructuring activities, $0.2 million lower outside contractor spend, $0.2 million lower lease related expenses, $0.2 million lower homologation and regulatory spend due to the timing and number of projects and $0.2 million due to lower capitalized software costs and $0.1 million lower engineering material costs, partially offset by $0.3 million higher restructuring cost from the February 2025 restructuring.
Sales and marketing
Sales and marketing expense decreased $1.3 million, or 13.4%, from $9.7 million for the three-month period ended March 31, 2024 to $8.4 million for the three-month period ended March 31, 2025. The decrease in sales and marketing expense was primarily due to $0.9 million lower staff-related costs, $0.5 million lower variable compensation expense, $0.5 million lower share-based compensation and ESPP expense, $0.2 million lower travel related expense and $0.2 million lower lease related expense, partially offset by $0.7 million higher restructuring cost from the February 2025 restructuring.
30
General and administrative
General and administrative expense decreased $1.1 million, or 15.2%, from $7.4 million for the three-month period ended March 31, 2024 to $6.3 million for the three-month period ended March 31, 2025. The decrease in general and administrative expense was primarily due to $0.5 million lower staff-related costs due to lower headcount, $0.4 million of CFO turnover expense incurred in the first quarter of 2024, $0.4 million lower bad debt expense, $0.3 million lower share-based compensation expense, $0.2 million higher other expenses and $0.1 million lower nonrecurring expense related to the headquarters office move in the first quarter of 2024. The decreases in general and administrative expense were partially offset by $0.6 million higher audit and tax expenses, $0.2 million higher outside contractor spend..
Depreciation and amortization
Depreciation and amortization expense decreased $1.5 million, or 105.8% from $1.6 million for the three-month period ended March 31, 2024 to $0.1 million for the three-month period ended March 31, 2025. This decrease is mostly driven by lower intangible asset amortization and lower depreciation due to our asset impairment write-down in the third quarter of 2024.
Interest expense, net
|
|
Three Months Ended March 31, |
|
|
Change |
|
||||||||||
(dollars in thousands) |
|
2024 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||
|
|
(As Restated) |
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net |
|
$ |
881 |
|
|
$ |
1,971 |
|
|
$ |
1,090 |
|
|
|
123.7 |
% |
Interest expense increased $1.1 million, or 123.7%, from $0.9 million for the three-month period ended March 31, 2024 to $2.0 million for the three-month period ended March 31, 2025. The increase was primarily due to an increase in the interest rate on the term loan and the addition of interest on the revolving credit facility and the 2% penalty assessed on both the term facility and revolving credit facility starting in the fourth quarter of 2024 as a result of the event of default.
Other expense, net
|
|
Three Months Ended March 31, |
|
|
Change |
|
||||||||||
(dollars in thousands) |
|
2024 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||
|
|
(As Restated) |
|
|
|
|
|
|
|
|
|
|
||||
Other income, net |
|
$ |
59 |
|
|
$ |
63 |
|
|
$ |
4 |
|
|
|
6.8 |
% |
Other expense, net expense of $0.1 million for the three-month period ended March 31, 2024 remained flat compared to the three-month period ended March 31, 2025.
Provision for income taxes
|
|
Three Months Ended March 31, |
|
|
Change |
|
||||||||||
(dollars in thousands) |
|
2024 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||
|
|
(As Restated) |
|
|
|
|
|
|
|
|
|
|
||||
Provision for income taxes |
|
$ |
1,928 |
|
|
$ |
378 |
|
|
$ |
(1,550 |
) |
|
|
(80.4 |
)% |
Effective income tax rate |
|
|
(11.7 |
)% |
|
|
(3.2 |
)% |
|
|
|
|
|
|
||
Due to forecasting uncertainty for 2024 and 2025, our provision for income taxes at March 31, 2024 and March 31, 2025 is based on 3-month year-to-date actual results. Our provision for income taxes was $1.9 million for the three-month period ended March 31, 2024 versus $0.4 million for the three-month period ended March 31, 2025. The effective income tax rates were (11.7)% and (3.2)% over the same periods, respectively. For the three-month period ended March 31, 2024, the effective tax rate of (11.7)% was different from the statutory rate of 21.0% primarily due to the establishment of a deferred tax liability on hypothetical withholding tax on non-permanent investment in subsidiaries. For the three-month period ended March 31, 2025, our effective tax rate of (3.2)% was different from the statutory rate of 21.0%, primarily due to an increase in the valuation allowance on the net deferred tax assets of the UK company, maintaining a full valuation allowance on the UK deferred tax assets.
31
Liquidity and Capital Resources
As of March 31, 2025, we had a cash balance of $27.8 million, a decrease of $7.1 million from December 31, 2024. Our primary liquidity needs are: (i) to fund normal operating expenses; (ii) to meet interest and principal requirements of our outstanding indebtedness; and (iii) to fund capital expenditures. Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth, the timing and extent of spending to support development efforts, the timing of new product introductions, market acceptance of our products and overall economic conditions. We continue to focus on cost management, operating efficiency and efficient discretionary spending. We expect to regularly assess our liquidity needs and market conditions and may raise additional equity or incur additional debt if and when our board of directors determines that doing so is in our best interest.
For the first quarter of 2025, all quarterly principal and interest payments have been made in accordance with the terms of our credit facility with Bank of America. As of March 31, 2025, we were not in compliance with our monthly liquidity covenant for all measurement periods, and our quarterly EBITDA covenant under the credit agreement. Such defaults would afford Bank of America the right to declare the amounts outstanding thereunder immediately due and payable. We continue to work with the bank to address our noncompliance with the covenants. If we are not able to obtain a forbearance or waiver of the defaults or otherwise refinance such indebtedness, and if the lender were to accelerate the maturity of our indebtedness under the Amended Credit Agreement, there is substantial uncertainty we would be able to secure capital resources to repay the amounts due. Please refer to Note 7. Debt in the Notes to the Unaudited Consolidated Financial Statements, regarding our debt outstanding under our credit facilities.
Cash Flows
The following table sets forth summarized cash flow data for the periods indicated (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2024 |
|
|
2025 |
|
||
|
|
(As Restated) |
|
|
|
|
||
Cash used in operating activities |
|
$ |
(15,882 |
) |
|
$ |
(4,823 |
) |
Cash used in investing activities |
|
$ |
(2,782 |
) |
|
$ |
(1,651 |
) |
Cash provided by (used in) financing activities |
|
$ |
38,672 |
|
|
$ |
(664 |
) |
Cash flows from operating activities
Net cash used in operating activities for the three-month period ended March 31, 2024 of $15.9 million consisted of net loss of $18.4 million, adjustments for non-cash charges for depreciation and amortization and other non-cash impacts of $3.4 million, share-based compensation expense of $2.6 million, inventory excess and obsolescence expense of $5.2 million, and adjustments for an increase in deferred tax assets of $1.5 million, along with changes in operating assets and liabilities that resulted in net cash outflows of $10.0 million. The changes in operating assets and liabilities consisted primarily of a $5.3 million higher prepaid expenses, mostly as a result of an increase in supplier prepayments, $4.9 million lower other assets and liabilities due to adjustments for loss on supplier commitments and lower accrual for sales returns and $2.7 million lower accounts payable due to decreased purchases and timing of payments, partially offset by $5.1 million lower inventory as channel inventories are starting to decrease and $1.0 million reduction in accounts receivable.
Net cash used in operating activities for the three-month period ended March 31, 2025 of $4.8 million consisted primarily of net loss of $12.0 million, adjustments for non-cash charges for depreciation and amortization and other non-cash impacts of $1.0 million, share-based compensation expense of $2.1 million offset by a reduction in inventory excess and obsolescence of $1.4 million, along with changes in operating assets and liabilities that resulted in net cash inflow of $5.6 million. The changes in operating assets and liabilities consisted primarily of $7.0 million reduction in receivables, $5.9 million reduction in inventories and $1.6 million increase in accrued liabilities, partially offset by $3.5 million decrease in accounts payable, $0.8 million reduction in accrued employee compensation, $4.2 million lower other assets and liabilities due to adjustment for loss on supplier commitments and lower accrual for sales returns and $0.8 million increase in prepaid expenses.
Cash flows from investing activities
Our investing activities for both periods presented consisted of capital expenditures for property, equipment, internal use software and capitalized labor costs for software to be marketed for sale in support of the growth of our business.
32
Cash flows from financing activities
During the three-month period ended March 31, 2024, net cash provided by financing activities of $38.7 million was primarily due to $40.0 million drawn down on the revolver offset by $1.3 million repayment of principal due under the term loan facility with Bank of America, repayment of principal due under the term loan facility with Bank of America and $0.7 million for taxes paid from shares withheld in net settlement of taxes due on vesting of restricted shares issued to our employees partially offset by proceeds received of $1.1 million from the issuance of ordinary shares under our ESPP and $0.5 million from the exercise of share options.
During the three-month period ended March 31, 2025, net cash used by financing activities of $0.7 million was primarily due to repayment of principal due under our term loan facility.
Debt
As of March 31, 2025, we had $22.1 million outstanding on our term loan facility and $45.0 million outstanding on our revolving credit facility with Bank of America. The effective interest rate on the term loan facility at March 31, 2025 was 10.24% and the weighted-average interest rate on our revolving credit facility was 8.98%. We are required to make quarterly principal payments of $0.7 million under the term credit facility and quarterly interest payments under both the term loan facility and the revolving credit facility. For the first quarter of 2025, all quarterly principal and interest payments have been made in accordance with the terms of the credit agreement.
As of March 31, 2025, we were not in compliance with our quarterly fixed charge coverage ratio and quarterly consolidated leverage ratio covenants, and these defaults continued throughout all of 2025, and in June 2025, we ceased paying interest on the term loan and revolving credit facility, resulting in a payment default which is also continuing. Such defaults afford the lender the right to declare the amounts outstanding under our credit agreement immediately due and payable. To provide us with the financing flexibility needed to meet our obligations as they come due over the next twelve months, we are actively seeking additional capital through possible divestitures and/or capital raising transactions and working with the lender to address our covenant non-compliance. If the lender were to accelerate the maturity of our indebtedness under the credit agreement, there is substantial uncertainty that we would be able to secure capital resources to repay the amounts due. Absent acceleration of payment, our term facility and revolving credit facility matures on November 17, 2026, at which time the outstanding principal and interest will be due. Refer to Note 7. Debt, to our unaudited consolidated financial statements in Part I of this Form 10-Q for additional information.
Off-balance sheet arrangements
We do not engage in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as variable interest entities, structured finance, or special purpose entities, as part of our ongoing business. Accordingly, our operating results, financial condition and cash flows are not subject to off-balance sheet risks.
Critical Accounting Estimates
Our consolidated financial statements and the related notes thereto are prepared in accordance with U.S. GAAP. The preparation of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expense and related disclosures. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these judgments and estimates under different assumptions or conditions and any such differences may be material.
Please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Part II, Item 7 of our Comprehensive Form 10-K for our fiscal year ended December 31, 2024, filed on April 7, 2026, for a more complete discussion of our critical accounting policies and estimates. Since the filing of our Form 10-K, there have been no material changes in our significant accounting estimates from those disclosed therein.
33
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Excluding the impact of changes in interest rates and the uncertainty in the global financial markets, there have been no material changes to our market risk for the three-month period ended March 31, 2025. We conduct business in all parts of the world and are thereby exposed to market risks related to fluctuations in foreign currency exchange rates. The U.S. dollar is the single largest currency in which our revenue contracts are denominated. Any decline in the value of local foreign currencies against the U.S. dollar results in our products and services being more expensive to a potential foreign customer. In those instances where our goods and services have already been sold, receivables may be more difficult to collect. Additionally, in jurisdictions where the revenue contracts are denominated in U.S. dollars and operating expenses are incurred in the local currency, any decline in the value of the U.S. dollar will have an unfavorable impact to operating margins. We have not entered into any foreign currency hedging transactions. We do not purchase or hold any derivative financial instruments for speculation or arbitrage.
We do not hold any cash in any investment accounts and all cash is deposited with financial institutions that management believes are of high credit quality. Our cash consists primarily of U.S. dollar denominated demand accounts.
We had $22.1 million outstanding on our term loan facility and $45.0 million outstanding on our revolving credit facility as of March 31, 2025. We are exposed to interest rate risk from fluctuations in the Prime Rate that is a component of the interest rate used to calculate interest expense on both the term and revolving credit facilities. Interest accrues on the outstanding principal amount of the term loan facility and revolving credit facility at a rate equal to the Prime Rate plus an applicable margin of 2.25%. At March 31, 2025, the effective interest rate on the term loan was 10.24%. A hypothetical 100-basis point increase in interest rates would result in an additional $0.2 million in interest expense related to the term credit facility per year. At March 31, 2025, the weighted-average interest rate on the revolving credit facility was 9.75%. A hypothetical 100-basis point increase in interest rates would result in an additional $0.5 million in interest expense related to the revolving credit facility per year. These rates do not include an additional 2% default rate penalty that was added on both the term loan and revolving loan facilities as a result of the events of default that first occurred during 2024.
There have been no other material changes in our market risk since December 31, 2024.
Item 4. Controls and Procedures.
Evaluation of disclosure controls and procedures
Our management, with the participation of our principal executive officer and interim principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended, or the Exchange Act), as of March 31, 2025, the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our principal executive officer and interim principal financial officer have concluded that, as of such date, our disclosure controls and procedures were not effective because of material weaknesses in our internal control over financial reporting, previously reported in Part II, Item 9A of our Comprehensive Form 10-K for the year ended December 31, 2024, and as described below during the three-month period ended March 31, 2025.
Material Weaknesses
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.
As disclosed in Item 9A of our Comprehensive Form 10-K for the year ended December 31, 2024, management identified the following material weaknesses in internal controls over financial reporting during the year ended December 31, 2024:
34
Ongoing Remediation Efforts to Address the Previously Identified Material Weaknesses
Management, with oversight from the Audit Committee of our Board of Directors, is taking steps to remediate the material weaknesses described above by implementing changes to our internal control over financial reporting. Management is in the process of enhancing, and will continue to enhance, the risk assessment process and design and implementation of internal controls over financial reporting. The remediation measures to correct the previously identified material weaknesses include, but are not limited to, the efforts summarized below:
35
As we continue to evaluate and work to improve our internal control over financial reporting, management may determine to take additional measures to strengthen controls or to modify the remediation measures described above. When fully implemented and operational, we believe the controls we have designed or plan to design will remediate the material weaknesses that we have identified. Following our design and implementation of our remediation efforts, we will need to demonstrate their operating effectiveness. We will not be able to consider the material weakness remediated until the applicable remedial controls operate for a sufficient period of time and our management has concluded, through testing, that our control is operating effectively.
Changes in internal control
We continue working towards implementing processes and procedures to address the material weaknesses noted above. Other than the ongoing remediation activities disclosed above, there were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on effectiveness of controls and procedures
None.
36
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
Other claims
Third parties may from time to time assert legal claims against us. Our industry is characterized by vigorous protection and pursuit of intellectual property rights. A number of companies hold a large number of patents that may cover technology necessary to our products. We have in the past received and expect to continue to receive claims by third parties that we infringe their intellectual property rights. In the opinion of management, we believe we have established adequate accruals pursuant to U.S. generally accepted accounting principles for any expected future liability with respect to pending lawsuits, claims and proceedings, where the nature and extent of any such liability can be reasonably estimated based on presently available information. However, there can be no assurance that the final resolution of any existing or future lawsuits, claims or proceedings will not have a material adverse effect on our business, results of operations, financial conditions, or cash flows.
For additional information, see Note 12. Commitments and contingencies in the Notes to the Consolidated Financial Statements in this Quarterly Report on Form 10-Q and Part I, Item 3. Legal Proceedings in the Company’s Comprehensive Form 10-K for the fiscal year ended December 31, 2024.
Item 1A. Risk Factors.
There have been no material changes to the risk factors as disclosed in Item 1A of our Comprehensive Form 10-K for the fiscal year ended December 31, 2024. Additional risks and uncertainties, including risks and uncertainties not presently known to us, or that we currently deem immaterial, could also have an adverse effect on our business, financial condition and/or results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Not applicable.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During the three-month period ended March 31, 2025, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Securities and Exchange Act of 1934)
37
Item 6. Exhibits.
We have filed the exhibits listed on the accompanying Exhibit Index, which is incorporated herein by reference.
EXHIBIT INDEX
Exhibit Number |
|
Description |
31.1* |
|
|
31.2* |
|
|
32.1* |
|
|
32.2* |
|
|
101.INS |
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document |
104 |
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
* Filed herewith.
+ Indicates management contract or compensatory plan
38
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 thereunto duly authorized.
|
|
CAMBIUM NETWORKS CORPORATION |
|
|
|
|
|
Date: April 30, 2026 |
|
By: |
/s/ Morgan C. Kurk |
|
|
|
Morgan C. Kurk |
|
|
|
President and Chief Executive Officer |
|
|
|
|
Date: April 30, 2026 |
|
By: |
/s/ Mitchell Cohen |
|
|
|
Mitchell Cohen |
|
|
|
Interim Chief Financial Officer |
39
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Morgan Kurk, certify that:
Date: April 30, 2026 |
|
By: |
/s/ Morgan Kurk |
|
|
|
Morgan Kurk |
|
|
|
Chief Executive Officer |
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mitchell Cohen, certify that:
Date: April 30, 2026 |
|
By: |
/s/ Mitchell Cohen |
|
|
|
Mitchell Cohen |
|
|
|
Interim Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Cambium Networks Corporation (the “Company”) on Form 10-Q for the period ended March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
Date: April 30, 2026 |
|
By: |
/s/ Morgan Kurk |
|
|
|
Morgan Kurk |
|
|
|
Chief Executive Officer |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Cambium Networks Corporation (the “Company”) on Form 10-Q for the period ended March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
Date: April 30, 2026 |
|
By: |
/s/ Mitchell Cohen |
|
|
|
Mitchell Cohen |
|
|
|
Interim Chief Financial Officer |