The following discussion and analysis and the interim unaudited condensed
consolidated financial statements included in this quarterly report on Form 10-Q
should be read in conjunction with the financial statements and notes thereto
for the year ended December 31, 2020 and the related Management's Discussion and
Analysis of Financial Condition and Results of Operations, both of which are
contained in our Annual Report on Form 10-K for the year ended December 31,
2020.



Forward-Looking Statements



This quarterly report on Form 10-Q contains forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934, as amended,
or the Exchange Act. All statements other than statements of historical fact
contained in this quarterly report, including statements regarding our future
operating results, financial position and cash flows, the impact of COVID-19,
our business strategy and plans, and our objectives 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, you can identify forward-looking statements by terms
such as "may," "will," "would," "could," "should," "expect," "plan,"
"anticipate," "intend," "target," "project," "contemplate," "believe,"
"estimate," "predict," "potential" or "continue" or the negative of these terms
or other similar expressions. The forward-looking statements in this quarterly
report 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 financial condition, operating
results, business strategy, short-term and long-term business operations and
objectives. 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, including those described in Part II, Item 1A, "Risk Factors." 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. Moreover, we operate in a very
competitive and rapidly changing environment. New risk factors and uncertainties
may emerge from time to time, and it is not possible for management to predict
all risk factors and uncertainties. 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, changed
circumstances or otherwise.



Overview



We are a leading provider of advanced wireless connectivity solutions and
technologies used to enable high performance wireless networking across a broad
and increasing range of devices and markets, including consumer, enterprise and
automotive. Our mission is to connect the world through advanced antenna systems
and integrated wireless solutions. Our innovative antenna systems are designed
to address key challenges with wireless system performance faced by our
customers. We provide solutions to complex Radio Frequency, or RF, engineering
challenges to help improve wireless services that require higher throughput,
broad coverage footprint, and carrier grade quality.



We are transitioning from a passive antenna and related services provider to a
wireless system solutions provider, targeting higher levels of integration and
complexity, and therefore, higher selling prices and in 2020 we announced our
new patented AirgainConnect® platform. The first product from this platform is
the FirstNet Ready™ AirgainConnect AC-HPUE antenna-modem, targeting vehicles
used by first responders. The AC-HPUE antenna-modem includes an integrated
high-power LTE modem supporting the 3GPP Band 14 HPUE (or high-power user
equipment) output power functionality and is certified to run on the AT&T
FirstNet network.



On January 7, 2021 we purchased 100% of the outstanding shares of
Minnesota-based NimbeLink Corp. NimbeLink is an industrial Internet of Things,
or IoT, company focused on the design, development, and delivery of cellular
solutions for enterprise customers. NimbeLink provides carrier-certified
embedded modems and asset tracking solutions that minimize or often eliminate RF
design and certification time from project schedules, significantly reducing
costs and time to market. The acquisition of NimbeLink supports our transition
toward becoming a more system-level company and will play an important role in
our overall growth strategy to broaden market diversification, especially within
the industrial IoT space. NimbeLink's industrial IoT expertise puts them
squarely in one of our targeted enterprise submarkets and extends the breadth
and opportunity for our AirgainConnect platform. Our worldwide salesforce
represents a present opportunity to expand NimbeLink's reach and NimbeLink will
now gain access to design opportunities they were not previously able to win.
The result is an increase in the opportunities for Airgain in the enterprise
market and a more diverse offering of products and expertise for our customers.

                                       22

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The consumer market encompasses a large and growing market of consumers using
wireless-enabled devices and our antennas are deployed in consumer access
points, wireless gateways, Wi-Fi Mesh systems and extenders, smart TVs, smart
home devices, and set-top boxes. In the consumer market our antennas support an
array of technologies including wireless local area networking, or WLAN, Wi-Fi,
LTE, 5G and low power wide area networking, or LPWAN.



The enterprise market is characterized by devices that provide reliable wireless
access for high-density environments such as buildings, campuses, transportation
terminals and stadiums. Within this market our antennas are deployed across a
wide range of systems, devices, and applications that include access points and
gateways, fixed wireless access infrastructure, small cells, and remote radio
heads. Within this market we support an array of technologies, including Wi-Fi,
LTE, 5G and LPWAN.



In the automotive market, our antennas are deployed in a wide range of vehicles
to support a variety of wireless connectivity solutions in the fleet and
aftermarket segment and support a variety of technologies that include Wi-Fi,
3G, LTE, Satellite and LPWAN. The fleet and aftermarket segment consists of
applications whereby rugged vehicular wireless routers are paired with external
antenna systems via long coax cables to provide connectivity to fixed and mobile
assets. Within the fleet and aftermarket market segment, there has been a rise
in the number of antennas per vehicle. This is largely driven by the increasing
needs of connectivity across different access technologies that include Wi-Fi,
3G, LTE, 5G and satellite. In January 2021, AT&T launched its MegaRange™ high
power feature on the FirstNet network and Airgain announced the nationwide
availability of its AirgainConnect AC-HPUE product.



Our engineering design teams work with customers from the early stages of
product prototyping to the final stages of device over the air throughput
testing to optimize performance and to facilitate quick time to market. Our
capabilities include product design, engineering support for customer projects,
and wireless performance testing using both advanced RF tools as well as live
over the air testing methods. These capabilities allowed our company to develop
a strong reputation amongst OEMs, ODMs, as well as tier 1 chipset manufacturers.
Our competencies and strengths have helped us secure design wins that come as a
direct result of our antenna systems being used in reference designs built by
Tier 1 chipset vendors. We view our relationships with OEMs, ODMs, chipset
manufacturers, and service providers as an important attribute in this ecosystem
and a strong contributor to our long-term strategy for growth and success.



We believe demand is growing rapidly for our advanced wireless connectivity
solutions and there is a significant market opportunity. As the ability to
provide mobile internet access grows, our solutions and expertise become more
important to prospects and customers. As a passive component, embedded antennas
can be viewed as a commodity. However, our design, engineering, and research
show that antenna selection, placement, and testing can have significant
improvements in device performance. We believe that we are chosen when
performance is a more significant factor than price, and our distinctive focus
on superior designs that provide increased range and throughput has allowed us
to build a leadership position in the in-home WLAN device market.

COVID-19 Pandemic

The United States and other countries around the world continue to experience a
major health pandemic related to COVID-19, which has created considerable
instability and disruption in the U.S. and world economies. Governmental
authorities in impacted regions where the disease is still widespread or has
reemerged have taken, and continue to take, actions in an effort to slow
COVID-19's spread, resulting in limitations on business operations and consumer
and employee travel. In accordance with local regulations, operations in all of
our offices and our remote facilities, have resumed with protocols in place to
prevent and limit the spread of the virus. In each work location, protocols have
been established and remain in place, in accordance with local regulations and
guidance, in order to minimize the risk to our employees. Our salespeople
continue to engage with customers in order to secure sales of, and opportunities
for, our products and services primarily remotely rather than in-person.

The continued spread of COVID-19 and its related effects on our business have
had a material and adverse effect on our business operations. Through the date
of this filing, these disruptions or restrictions include restrictions on our
ability to travel, temporary closures of our office buildings or the facilities
of our customers or suppliers.

The impact of the COVID-19 pandemic on the U.S. and world economies generally,
and our future results in particular, could be significant and will largely
depend on future developments, which are highly uncertain and cannot be
predicted. This includes new information that may emerge concerning COVID-19,
the success of vaccinations and other actions taken to contain or treat
COVID-19, the roll-out and distribution of vaccinations by various domestic and
international government agencies and additional reactions by consumers,
companies, governmental entities and capital markets.

Factors Affecting Our Operating Results



We believe that our performance and future success depend upon several factors
including the growth in sales of AirgainConnect AC-HPUE product and success in
integrating NimbeLink and increasing its sales, the impact of the global chip
shortage, supply

                                       23

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constraints relating to other materials, and potential increasing shipping costs
on our business and that of our end customers, as well as historical factors
such as manufacturing costs, investments in our growth, our ability to expand
into growing addressable markets, including consumer, enterprise, and
automotive, the average sales price of our products per device, the number of
antennas per device, and our ability to diversify the number of devices that
incorporate our antenna products. Our customers are price-conscious and our
operating results are affected by pricing pressure which may force us to lower
prices below our established list prices. In addition, a few end-customer
devices which incorporate our antenna products comprise a significant amount of
our sales and the discontinuation or modification of such devices may materially
and adversely affect our sales and results of operations. Our ability to
maintain or increase our sales depends on among other things, new and existing
end-customers selecting our antenna solutions for their wireless devices and
networks, the impact of the COVID-19 pandemic, as discussed above, the
deployment level of AirgainConnect AC-HPUE, the proliferation of Wi-Fi connected
home devices and data intensive applications, trends related to in-house design
in our traditional set top market, investments in our growth to address customer
needs, the impact of the global chip shortage on our business and that of our
end customers, our ability to target new end markets, development of our product
offerings and technology solutions and international expansion, as well as our
ability to successfully integrate past and any future acquisitions. While each
of these areas presents significant opportunities for us, they also pose
significant risks and challenges we must successfully address. We discuss many
of these risks, uncertainties and other factors in greater detail in the section
entitled "Risk Factors" included in this quarterly report on Form 10-Q and in
Item 1A of our Annual Report on Form 10-K.



Seasonality



Our operating results historically have not been subject to significant seasonal
variations. However, our operating results are affected by how customers make
purchasing decisions around local holidays in China. For example, a national
holiday the first week of October in China may cause customers to purchase
product in the third quarter ahead of their holiday season to account for higher
volume requirements in the fourth quarter. In addition, although it is difficult
to make broad generalizations, our sales tend to be lower in the first quarter
of each year compared to other quarters due to the Chinese New Year. Results for
any quarter may not be indicative of the results that may be achieved for the
full fiscal year and these patterns may change as a result of general customer
demand or product cycles.

      Key Components of Our Results of Operations and Financial Condition

Sales





We primarily generate revenue from the sales of our products. We recognize
revenue to depict the transfer of promised goods or services to customers in an
amount that reflects the consideration to which the entity expects to be
entitled for those goods or services. We generally recognize sales at the time
of shipment to our customers, provided that all other revenue recognition
criteria have been met. Although currently insignificant, we also generate
service and subscription revenue derived from agreements to provide design,
engineering, and testing services.



Cost of Goods Sold



The cost of goods sold reflects the cost of producing antenna products that are
shipped for our customers' devices. This primarily includes manufacturing costs
of our products payable to our third-party contract manufacturers, as well as
manufacturing costs incurred at our facility in Arizona. The cost of goods sold
that we generate from services provided to customers primarily includes
personnel costs.



Operating Expenses



Our operating expenses are classified into four categories: research and
development, sales and marketing, general and administrative and the change in
fair value of contingent consideration. For the first three categories, the
largest component is personnel costs, which includes salaries, employee benefit
costs, bonuses, and stock-based compensation. Operating expenses also include
allocated overhead costs for depreciation of equipment, facilities, and
information technology. Allocated costs for facilities consist of leasehold
improvements and rent. Operating expenses are generally recognized as incurred.



Research and development. Research and development expenses primarily consist of
personnel and facility-related costs attributable to our engineering research
and development personnel. These expenses include work related to the design,
engineering and testing of antenna designs and antenna integration, validation
and testing of customer devices. These expenses include salaries, including
stock-based compensation, benefits, bonuses, travel, communications, and similar
costs, and depreciation and allocated operating expenses such as office
supplies, premises expenses, and insurance. We may also incur expenses from
outside consultants and for prototyping new antenna solutions. We expect
research and development expenses to increase in absolute dollars in future
periods as we continue to invest in the development of new solutions and markets
and as we invest in improving efficiencies within our supply chain, although our
research and development expense may fluctuate as a percentage of total sales.

                                       24

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Sales and marketing. Sales and marketing expenses primarily consist of personnel
and facility-related costs for our sales, marketing, and business development
personnel, stock-based compensation and bonuses earned by our sales personnel,
and commissions earned by our third-party sales representative firms. Sales and
marketing expenses also include the costs of trade shows, marketing programs,
promotional materials, demonstration equipment, travel, recruiting, and
allocated costs for certain facilities. Over the next several quarters we expect
sales and marketing expenses to fluctuate as a percentage of sales.



General and administrative. General and administrative expenses primarily
consist of personnel and facility-related costs for our executive, finance, and
administrative personnel, including stock-based compensation, as well as legal,
accounting, and other professional services fees, depreciation, and other
corporate expenses. We expect general and administrative expenses to fluctuate
over the next several quarters as we grow our operations.



Change in fair value of contingent consideration. The fair value of contingent
consideration associated with the NimbeLink acquisition is remeasured at each
reporting period based on the forecasted revenue targets. The change in the fair
value of contingent consideration is recorded to operating expenses. See Note 4
of the Notes to Condensed Consolidated Financial Statements contained within
this quarterly report for further information.



Other Expense (Income)


Interest Income, net. Interest income consists of interest from our cash and cash equivalents.

Other Expense. Other expense consists of other income and realized foreign exchange gains or losses.





Provision for Income Taxes



Provision for income taxes consists of federal, state, and foreign income taxes.
In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities (including the impact of
available carryback and carryforward periods), projected future taxable income,
and tax-planning strategies in making this assessment. It is difficult for us to
project future taxable income as the timing and size of sales of our products
are variable and difficult to predict. We concluded that it is not more likely
than not that we will utilize our deferred tax assets other than those that are
offset by reversing temporary differences.



Results of Operations


The following tables set forth our operating results for the periods presented as a percentage of our total sales for those periods. The period-to-period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods.





                                                      Three months ended June 30,             Six months ended June 30,
                                                       2021                 2020              2021                 2020
Statements of Operations Data:
Sales                                                     100.0 %              100.0 %           100.0 %              100.0 %
Cost of goods sold                                         57.8                 52.9              59.1                 52.7
Gross profit                                               42.2                 47.1              40.9                 47.3
Operating expenses:
Research and development                                   15.7                 19.4              15.6                 20.5
Sales and marketing                                        14.4                 12.0              14.2                 12.9
General and administrative                                 18.9                 20.9              19.9                 22.4
Change in fair value of contingent consideration            9.0                    -               4.5                    -
Total operating expenses                                   58.0                 52.3              54.2                 55.8
Income (loss) from operations                             (15.8 )               (5.2 )           (13.3 )               (8.5 )
Other income                                                0.0                 (0.3 )             0.0                 (0.7 )
Income (loss) before income taxes                         (15.8 )               (4.9 )           (13.3 )               (7.8 )
Provision for income taxes                                 (0.7 )                1.5              (6.5 )                0.8
Net income (loss)                                         (15.1 )%              (6.4 )%           (6.8 )%              (8.6 )%




                                       25

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Comparison of the Three and Six Months Ended June 30, 2021 and 2020 (dollars in


                                   thousands)

Sales

            Three months ended June 30,
             2021                 2020          $ Change       % Change
Sales   $       17,297       $       11,446     $   5,851           51.1 %

             Six months ended June 30,
             2021                 2020          $ Change       % Change
Sales   $       34,674       $       22,662     $  12,012           53.0 %


Sales increased $5.9 million, or 51.1% for the three months ended June 30, 2021,
compared to the three months ended June 30, 2020.  Revenue from our consumer
market increased $0.3 million, to $8.9 million for the three months ended
June 30, 2021 from $8.6 million for the three months ended June 30, 2020
primarily due to a gateway design win for a large North American service
provider end customer.  Revenue from our enterprise market increased $5.2
million, to $6.2 million for the three months ended June 30, 2021 from $1.0
million for the three months ended June 30, 2020 primarily due to $4.8 million
of revenue generated from NimbeLink products and services. Revenue for our
automotive market increased $0.4 million, to $2.2 million for the three months
ended June 30, 2021 from $1.8 million for the three months ended June 30, 2020,
primarily due to the incremental revenue generated from AirgainConnect product
sales launched in the fourth quarter of 2020.

Sales increased $12.0 million, or 53.0% for the six months ended June 30, 2021,
compared to the six months ended June 30, 2020.  Revenue from our consumer
market increased $2.1 million, to $19.2 million for the six months ended
June 30, 2021 from $17.1 million for the six months ended June 30, 2020
primarily due to a gateway design win for a large North American service
provider end customer.  Revenue from our enterprise market increased $8.8
million, to $10.5 million for the six months ended June 30, 2021 from $1.8
million for the six months ended June 30, 2020 primarily due to $8.0 million of
revenue generated from NimbeLink products and services. Revenue for our
automotive market increased $1.2 million, to $4.9 million for the six months
ended June 30, 2021 from $3.8 million for the six months ended June 30, 2020,
primarily due to the incremental revenue generated from AirgainConnect product
sales launched in the fourth quarter of 2020.

Cost of Goods Sold

                         Three months ended June 30,
                          2021                 2020           $ Change       % Change
Cost of goods sold   $        9,998       $        6,052     $    3,946           65.2 %

                          Six months ended June 30,
                          2021                 2020           $ Change       % Change
Cost of goods sold   $       20,478       $       11,943     $    8,535           71.5 %


Cost of goods sold increased $3.9 million or 65.2%, for the three months ended
June 30, 2021, compared to the three months ended June 30, 2020, and was
primarily due to the higher revenue as well as the incremental product costs
from shipments of AirgainConnect and NimbeLink devices and amortization of
intangible assets related to the NimbeLink acquisition.

Cost of goods sold increased $8.5 million or 71.5%, for the six months ended
June 30, 2021, compared to the six months ended June 30, 2020, and was primarily
due to the higher revenue as well as the incremental product costs from
shipments of AirgainConnect and NimbeLink devices, amortization of the inventory
step-up adjustment and amortization of intangible assets related to the
NimbeLink acquisition as well as general increases in production overhead and
procurement costs on higher production volumes.

Gross Profit

                                                  Three months ended June 30,
                                                   2021                 2020           $ Change       % Change
Gross profit                                  $        7,299       $        5,394     $    1,905           35.3 %
Gross profit (percentage of sales)                      42.2 %               47.1 %                        (4.9 )%

                                                   Six months ended June 30,
                                                   2021                 2020           $ Change       % Change
Gross profit                                  $       14,196       $       10,719     $    3,477           32.4 %
Gross profit (percentage of sales)                      40.9 %               47.3 %                        (6.4 )%


Gross profit as a percentage of sales decreased by 4.9% for the three months
ended June 30, 2021, compared to the three months ended June 30, 2020, primarily
due to changes in the product mix including the sales of AirgainConnect and
NimbeLink devices with lower product gross margins and higher amortization costs
associated with the NimbeLink acquisition.

                                       26

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Gross profit as a percentage of sales decreased by 6.4% for the six months ended
June 30, 2021, compared to the six months ended June 30, 2020, primarily due to
changes in the product mix including the sales of AirgainConnect and NimbeLink
devices with lower product gross margins, as well as an inventory step-up
adjustment and higher amortization costs associated with the NimbeLink
acquisition.

Operating Expenses

                                                       Three months ended June 30,
                                                        2021                 2020           $ Change       % Change
Operating Expenses
Research and development                           $        2,726       $        2,224     $      502           22.6 %
Sales and marketing                                         2,489                1,379          1,110           80.5
General and administrative                                  3,261                2,389            872           36.5
Change in fair value of contingent consideration            1,557                    -          1,557          100.0
Total operating expenses                           $       10,033       $        5,992     $    4,041           67.4 %

                                                        Six months ended June 30,
                                                        2021                 2020           $ Change       % Change
Operating Expenses
Research and development                           $        5,432       $        4,642     $      790           17.0 %
Sales and marketing                                         4,928                2,918          2,010           68.9
General and administrative                                  6,894                5,067          1,827           36.1
Change in fair value of contingent consideration            1,557                    -          1,557          100.0
Total operating expenses                           $       18,811       $       12,627     $    6,184           49.0 %


Research and Development

Research and development expense increased $0.5 million or 22.6% for the three
months ended June 30, 2021, compared to the three months ended June 30, 2020.
The increase was primarily due to the incremental expenses associated with
NimbeLink as well as higher personnel-related expenses.

Research and development expense increased $0.8 million or 17.0% for the six
months ended June 30, 2021, compared to the six months ended June 30, 2020. The
increase was primarily due to the incremental expenses associated with NimbeLink
as well as higher personnel-related expenses.

Sales and Marketing

Sales and marketing expense increased $1.1 million or 80.5%, for the three months ended June 30, 2021, compared to the three months ended June 30, 2020. The increase was primarily due to the incremental expenses associated with NimbeLink as well as higher personnel-related expenses.



Sales and marketing expense increased $2.0 million or 68.9%, for the six months
ended June 30, 2021, compared to the six months ended June 30, 2020. The
increase was primarily due to the incremental expenses from NimbeLink as well as
higher personnel-related expenses, partially offset by reductions in travel
costs.

General and Administrative



General and administrative expense increased by $0.9 million, or 36.5%, for the
three months ended June 30, 2021, compared to the three months ended June 30,
2020. The increase was primarily due to the incremental expenses including
amortization of purchased intangible assets associated with NimbeLink as well as
higher personnel-related expenses.

General and administrative expense increased by $1.8 million, or 36.1%, for the
six months ended June 30, 2021, compared to the six months ended June 30, 2020.
The increase was primarily due to the incremental expenses including
amortization of purchased intangible assets associated with NimbeLink as well as
higher personnel-related expenses.

Change in Fair Value of Contingent Consideration



During the three and six months ended June 30, 2021, we recorded a change in
fair value of contingent consideration related to the NimbeLink acquisition of
$1.6 million based on the forecasted revenue targets as of June 30, 2021.

                                       27

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Other Expense (Income)

                                                  Three months ended June 30,
                                                  2021                  2020          $ Change      % Change
Other expense (income):
Interest income, net                          $         (7 )       $          (47 )   $      40         (85.1 )%
Other expense                                            9                     11            (2 )       (18.2 )
Total other expense (income)                  $          2         $          (36 )   $      38        (105.6 )%

                                                   Six months ended June 30,
                                                  2021                  2020          $ Change      % Change
Other expense (income):
Interest income, net                          $        (15 )       $         (171 )   $     156         (91.2 )%
Other expense                                           16                     11             5          45.5
Total other expense (income)                  $          1         $        

(160 ) $ 161 (100.6 )%

For both the three and six months ended June 30, 2021, total other expense increased slightly primarily due to lower interest income resulting from the decrease in short-term investment balances.

Liquidity and Capital Resources

We had cash and cash equivalents and restricted cash of $20.4 million at June 30, 2021.

Before 2013 we had incurred net losses in each year since our inception. As a result, we had an accumulated deficit of $49.7 million at June 30, 2021.



Since inception, we have primarily financed our operations and capital
expenditures through private sales of preferred stock, public offerings of our
common stock and cash flows from our operations. We have raised an aggregate of
$29.5 million in net proceeds from the issuance of our preferred stock and
convertible promissory notes and $37.0 million from the sale of common stock in
our public offerings.

On January 31, 2018, we entered into a second amended and restated loan and
security agreement with Silicon Valley Bank, or the SVB Loan Agreement. Under
this agreement, the aggregate principal amount available under the revolving
line of credit was $10.0 million and required us to maintain a ratio of cash and
cash equivalents plus accounts receivable to outstanding debt under the Loan
Agreement minus deferred revenue of 1.25 to 1.00. The SVB Loan Agreement also
set a borrowing base limit of 80% of the aggregate face amount of all eligible
receivables. The revolving line of credit matured on January 31, 2020 and was
not renewed.

On January 7, 2021, as a result of the Nimbelink acquisition, we assumed a
revolving line of credit, or the Line of Credit, with Choice Financial Group, or
Choice, whereby Choice had made available to Airgain a secured credit facility
of up to the lesser of (1) $1.5 million or (2) the sum of (a) 80% of the
aggregate amount of third party accounts receivable balances, excluding progress
billings, foreign receivables, accounts subject to dispute or setoff and
doubtful accounts (Eligible Accounts) aged less than 90 days, net of 10%
allowance, and (b) 25% of raw materials and finished goods, except those held at
named contract manufacturer, after a 10% reserve for excess and obsolete
inventory. Amounts borrowed under the Line of Credit bore interest at the prime
rate plus 1%, payable monthly. The facility was secured by a commercial
guarantee and a lien over the property of NimbeLink including inventory,
equipment, accounts receivable, investments, deposit accounts, other rights to
payment and performance and general intangibles. In April 2021, we closed the
Line of Credit with Choice.

In September 2019, our Board of Directors, or the Board, approved a share
repurchase program, or the 2019 Program, pursuant to which we could purchase up
to $7.0 million of shares of its common stock over the twelve month period
following the establishment of the program. The repurchases under the 2019
Program were made from time to time in the open market or in privately
negotiated transactions and were funded from our working capital. Repurchases
are made in compliance with Rule 10b-18 of the Securities Exchange Act of 1934,
as amended, subject to market conditions, available liquidity, cash flow,
applicable legal requirements and other factors. In September 2020, the Board
approved an extension to the 2019 Program for an additional twelve-month period
ending September 9, 2021.

During the six months ended June 30, 2021, we did not repurchase shares of common stock under the 2019 Program. Since inception of the 2019 Program through June 30, 2021, we have purchased a total of approximately 162,000 shares of common stock for a total cost of $1.6 million.



We plan to continue to invest for long-term growth, including expanding our
sales force and engineering organizations and making additional capital
expenditures to further penetrate markets both in the United States and
internationally, as well as expanding our research and development for new
product offerings and technology solutions. We anticipate that these investments
will continue to increase in absolute dollars. We believe that our existing cash
and cash equivalents balance together with cash proceeds from operations will be
sufficient to meet our working capital requirements for at least the next twelve
months.

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The following table presents a summary of our cash flow activity for the periods set forth below (in thousands):





                                                              Six months ended June 30,
                                                                2021               2020

Net cash provided by (used in) operating activities $ (5,579 )

$     1,290
Net cash provided by (used in) investing activities               (14,594 ) 

14,798


Net cash provided by (used in) financing activities                 2,240              (517 )
Net increase (decrease) in cash, cash equivalents and
restricted cash                                            $      (17,933 )     $    15,571




Net cash provided by (used in) operating activities. Net cash used in operating
activities was $5.6 million for the six months ended June 30, 2021. This was
driven by a net loss of $2.4 million and $6.1 million net changes in operating
assets and liabilities, partially offset by $2.9 million in non-cash expenses.

Net cash provided by (used in) investing activities. Net cash used in investing
activities was $14.6 million for the six months ended June 30, 2021. This was
primarily driven by $14.2 million in cash paid for the NimbeLink acquisition,
net of acquired cash of $1.8 million and $0.4 million in purchases of property
and equipment.

Net cash provided by (used in) financing activities. Net cash provided by financing activities was $2.2 million for the six months ended June 30, 2021. This was primarily driven by net proceeds from common stock issuances from equity compensation plans.

Contractual Obligations and Commitments

Other than disclosed below, there were no material changes outside the ordinary course of our business during the six months ended June 30, 2021 to the information regarding our contractual obligations that was disclosed in Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2020.



In September 2020, we entered into a supply agreement with a vendor to purchase
up to $2.0 million of inventory during the initial term of the agreement through
December 31, 2022. As of June 30, 2021, the purchase commitment had been met and
$1.5 million had been paid under this supply agreement.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements (as defined by applicable regulations of the Securities and Exchange Commission) that are reasonably likely to have a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies and Significant Judgments and Estimates



Our management's discussion and analysis of financial condition and operating
results is based on our unaudited condensed consolidated financial statements,
which have been prepared in accordance with GAAP. The preparation of these
consolidated financial statements requires us to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the consolidated financial
statements, as well as the reported sales and expenses during the reporting
periods. These items are monitored and analyzed by us for changes in facts and
circumstances, and material changes in these estimates could occur in the
future. We base our estimates on 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. Changes in
estimates are reflected in reported results for the period in which they become
known. Actual results may differ materially from these estimates under different
assumptions or conditions.

There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, other than as set forth in Note 2 to the unaudited condensed consolidated financial statements included in this quarterly report.

Recent Accounting Pronouncements

See Note 2, "Summary of Significant Accounting Policies" within the unaudited condensed consolidated financial statements.

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