Item 1. Financial Statements
Item 1. Financial Statements
AVIAT NETWORKS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share and par value amounts) January 1,
2021 July 3,
2020
ASSETS
Current Assets:
Cash and cash equivalents $ 43,046 $ 41,618
Accounts receivable, net 49,450 44,661
Unbilled receivables 31,628 28,085
Inventories 17,588 13,997
Customer service inventories 1,202 1,234
Assets held for sale 2,218 —
Other current assets 11,243 10,355
Total current assets 156,375 139,950
Property, plant and equipment, net 13,451 16,911
Deferred income taxes 12,186 12,799
Right of use assets 3,147 3,474
Other assets 8,217 6,667
TOTAL ASSETS
$ 193,376 $ 179,801
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable $ 37,623 $ 31,995
Accrued expenses 26,120 26,920
Short-term lease liabilities 935 1,445
Advance payments and unearned revenue 25,707 21,872
Short-term debt — 9,000
Restructuring liabilities 1,373 2,738
Total current liabilities 91,758 93,970
Unearned revenue 8,282 8,142
Long-term lease liabilities 2,471 2,303
Other long-term liabilities 321 401
Reserve for uncertain tax positions 5,373 5,759
Deferred income taxes 608 545
Total liabilities 108,813 111,120
Commitments and contingencies (Note 12)
Equity:
Preferred stock, $ 0.01 par value, 50,000,000 shares authorized, none issued
— —
Common stock, $ 0.01 par value, 300,000,000 shares authorized, 5,563,918 shares issued and outstanding at January 1, 2021; 5,400,487 shares issued and outstanding at July 3, 2020
56 54
Additional paid-in-capital 817,042 814,337
Accumulated deficit ( 718,164 ) ( 730,741 )
Accumulated other comprehensive loss ( 14,371 ) ( 14,969 )
Total equity 84,563 68,681
TOTAL LIABILITIES AND EQUITY
$ 193,376 $ 179,801
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
5
AVIAT NETWORKS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
(In thousands, except per share amounts) January 1,
2021 December 27,
2019 January 1,
2021 December 27,
2019
Revenues:
Revenue from product sales $ 46,691 $ 34,152 $ 91,155 $ 70,746
Revenue from services 23,840 21,845 45,666 43,865
Total revenues 70,531 55,997 136,821 114,611
Cost of revenues:
Cost of product sales 27,458 22,968 55,367 43,790
Cost of services 16,164 14,710 30,296 29,946
Total cost of revenues 43,622 37,678 85,663 73,736
Gross margin 26,909 18,319 51,158 40,875
Operating expenses:
Research and development expenses 5,419 4,978 10,266 10,194
Selling and administrative expenses 13,612 14,457 26,449 29,101
Restructuring charges — 381 — 1,558
Total operating expenses 19,031 19,816 36,715 40,853
Operating income (loss) 7,878 ( 1,497 ) 14,443 22
Interest income 38 120 74 206
Interest expense — ( 1 ) ( 1 ) ( 4 )
Income (loss) before income taxes 7,916 ( 1,378 ) 14,516 224
Provision for income taxes 1,275 293 1,939 1,841
Net income (loss) $ 6,641 $ ( 1,671 ) $ 12,577 $ ( 1,617 )
Net income (loss) per share of common stock outstanding:
Basic $ 1.21 $ ( 0.31 ) $ 2.30 $ ( 0.30 )
Diluted $ 1.16 $ ( 0.31 ) $ 2.23 $ ( 0.30 )
Weighted-average shares outstanding:
Basic 5,504 5,427 5,457 5,387
Diluted 5,710 5,427 5,639 5,387
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
6
AVIAT NETWORKS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
Three Months Ended Six Months Ended
(In thousands) January 1,
2021 December 27,
2019 January 1,
2021 December 27,
2019
Net income (loss) $ 6,641 $ ( 1,671 ) $ 12,577 $ ( 1,617 )
Other comprehensive income (loss):
Net change in cumulative translation adjustments
184 410 598 ( 103 )
Other comprehensive income (loss) 184 410 598 ( 103 )
Comprehensive income (loss) $ 6,825 $ ( 1,261 ) $ 13,175 $ ( 1,720 )
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
7
AVIAT NETWORKS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
(In thousands) January 1,
2021 December 27,
2019
Operating Activities
Net income (loss) $ 12,577 $ ( 1,617 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization of property, plant and equipment 2,661 2,115
Provision for (recovery from) uncollectible receivables 30 ( 54 )
Share-based compensation 1,389 808
Deferred tax assets, net 676 ( 517 )
Charges for inventory and customer service inventory write-downs 585 514
Loss on disposition of property, plant and equipment, net 24 10
Noncash lease expense 327 2,298
Changes in operating assets and liabilities:
Accounts receivable ( 4,666 ) 7,354
Unbilled receivables ( 3,499 ) 498
Inventories ( 3,815 ) ( 4,875 )
Customer service inventories ( 370 ) ( 589 )
Accounts payable 5,276 2,384
Accrued expenses ( 646 ) ( 297 )
Advance payments and unearned revenue 3,798 4,121
Income taxes payable or receivable ( 39 ) 1,800
Other assets and liabilities ( 3,746 ) ( 757 )
Change in lease liabilities ( 342 ) ( 2,391 )
Net cash provided by operating activities 10,220 10,805
Investing Activities
Payments for acquisition of property, plant and equipment ( 1,376 ) ( 2,417 )
Net cash used in investing activities ( 1,376 ) ( 2,417 )
Financing Activities
Proceeds from borrowings — 18,000
Repayments of borrowings ( 9,000 ) ( 18,000 )
Payments for repurchase of common stock — ( 1,401 )
Payments for taxes related to net settlement of equity awards ( 168 ) ( 746 )
Proceeds from issuance of common stock under employee stock plans 1,486 10
Net cash used in financing activities ( 7,682 ) ( 2,137 )
Effect of exchange rate changes on cash, cash equivalents, and restricted cash 266 ( 129 )
Net increase in cash, cash equivalents, and restricted cash 1,428 6,122
Cash, cash equivalents, and restricted cash, beginning of period 41,872 32,201
Cash, cash equivalents, and restricted cash, end of period $ 43,300 $ 38,323
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
8
AVIAT NETWORKS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
Three Months Ended January 1, 2021
Common Stock Additional
Paid-in
Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Equity
(In thousands, except share amounts) Shares $
Amount
Balance as of October 2, 2020 5,443,362 $ 54 $ 815,203 $ ( 724,805 ) $ ( 14,555 ) $ 75,897
Net income — — — 6,641 — 6,641
Other comprehensive income, net of tax — — — — 184 184
Issuance of common stock under employee stock plans 121,024 2 1,061 — — 1,063
Shares withheld for taxes related to vesting of equity awards ( 468 ) — ( 40 ) — — ( 40 )
Share-based compensation — — 818 — — 818
Balance as of January 1, 2021 5,563,918 $ 56 $ 817,042 $ ( 718,164 ) $ ( 14,371 ) $ 84,563
Three Months Ended December 27, 2019
Common Stock Additional
Paid-in
Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Equity
(In thousands, except share amounts) Shares $
Amount
Balance as of September 27, 2019 5,444,671 $ 54 $ 814,113 $ ( 730,944 ) $ ( 13,249 ) $ 69,974
Net loss — — — ( 1,671 ) — ( 1,671 )
Other comprehensive income, net of tax — — — — 410 410
Issuance of common stock under employee stock plans 15,896 — 6 — — 6
Stock repurchase ( 46,087 ) — ( 653 ) — — ( 653 )
Share-based compensation — — 401 — — 401
Balance as of December 27, 2019 5,414,480 $ 54 $ 813,867 $ ( 732,615 ) $ ( 12,839 ) $ 68,467
9
Six Months Ended January 1, 2021
Common Stock Additional
Paid-in
Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Equity
(In thousands, except share amounts) Shares $
Amount
Balance as of July 3, 2020 5,400,487 $ 54 $ 814,337 $ ( 730,741 ) $ ( 14,969 ) $ 68,681
Net income — — — 12,577 — 12,577
Other comprehensive income, net of tax — — — — 598 598
Issuance of common stock under employee stock plans 169,515 2 1,484 — — 1,486
Shares withheld for taxes related to vesting of equity awards ( 6,084 ) — ( 168 ) — — ( 168 )
Share-based compensation — — 1,389 — — 1,389
Balance as of January 1, 2021 5,563,918 $ 56 $ 817,042 $ ( 718,164 ) $ ( 14,371 ) $ 84,563
Six Months Ended December 27, 2019
Common Stock Additional
Paid-in
Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Equity
(In thousands, except share amounts) Shares $
Amount
Balance as of June 28, 2019 5,359,695 $ 54 $ 815,196 $ ( 730,998 ) $ ( 12,736 ) $ 71,516
Net loss — — — ( 1,617 ) — ( 1,617 )
Other comprehensive loss, net of tax — — — — ( 103 ) ( 103 )
Issuance of common stock under employee stock plans 208,708 2 8 — — 10
Shares withheld for taxes related to vesting of equity awards ( 52,384 ) ( 1 ) ( 745 ) — — ( 746 )
Stock repurchase ( 101,539 ) ( 1 ) ( 1,400 ) — — ( 1,401 )
Share-based compensation — — 808 — — 808
Balance as of December 27, 2019 5,414,480 $ 54 $ 813,867 $ ( 732,615 ) $ ( 12,839 ) $ 68,467
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
10
AVIAT NETWORKS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. The Company and Basis of Presentation
The Company
Aviat Networks, Inc. (the “Company,” “we,” “us,” and “our”) designs, manufactures, and sells a range of wireless networking solutions and services to mobile and fixed telephone service providers, private network operators, government agencies, transportation and utility companies, public safety agencies, and broadcast system operators across the globe. Our products include broadband wireless access base stations and customer premises equipment for fixed and mobile, point-to-point digital microwave radio systems for access, backhaul, trunking, license-exempt applications, supporting new network deployments, network expansion, and capacity upgrades.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information, and we have made estimates, assumptions and judgments affecting the amounts reported in our unaudited condensed consolidated financial statements and the accompanying notes, as discussed in greater detail below. Accordingly, the statements do not include all information and footnotes required by U.S. GAAP for annual consolidated financial statements. In the opinion of our management, such interim financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of financial position, results of operations and cash flows for such periods. The results for the three and six months ended January 1, 2021 are not necessarily indicative of the results that may be expected for the full fiscal year or future operating periods. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended July 3, 2020.
The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned and majority-owned subsidiaries. All intercompany transactions and accounts have been eliminated.
We operate on a 52-week or 53-week year ending on the Friday closest to June 30. The three months ended January 1, 2021 and December 27, 2019 both consisted of 13 weeks. Fiscal year 2021 will be comprised of 52 weeks and will end on July 2, 2021. Fiscal year 2020 was comprised of 53 weeks and ended on July 3, 2020.
Use of Estimates
The preparation of unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires us to make estimates, assumptions and judgments affecting the amounts reported and related disclosures. Estimates are based upon historical factors, current circumstances and the experience and judgment of our management. We evaluate our estimates and assumptions on an ongoing basis and may employ outside experts to assist us in making these evaluations. Changes in such estimates, based on more accurate information, or different assumptions or conditions, may affect amounts reported in future periods. Such estimates affect significant items, including revenue recognition, provision for uncollectible receivables, inventory valuation, valuation allowances for deferred tax assets, uncertainties in income taxes, contingencies and recoverability of long-lived assets. The actual results that we experience may differ materially from our estimates.
Summary of Significant Accounting Policies
There have been no material changes in our significant accounting policies as of January 1, 2021 and for the six months ended January 1, 2021, as compared to the significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended July 3, 2020.
Accounting Standards Adopted
In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for
11
Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. This guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 became effective for us in our first quarter of fiscal 2021. We adopted this guidance during the first quarter of fiscal 2021. The adoption had no material impact on our unaudited condensed consolidated financial statements.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13). The update eliminates, adds, and modifies certain disclosure requirements for fair value measurements. We adopted this update during the first quarter of fiscal 2021. The adoption had no material impact on our unaudited condensed consolidated financial statements.
Accounting Standards Not Yet Adopted
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) . This guidance provides optional guidance related to reference rate reform, which provides practical expedients for contract modifications and certain hedging relationships associated with the transition from reference rates that are expected to be discontinued. This guidance is applicable for our borrowing instruments, which use LIBOR as a reference rate, and was effective March 12, 2020 through December 31, 2022. We are currently evaluating the potential impact ASU 2020-04 will have on our unaudited condensed consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) . This guidance simplifies the accounting for income taxes by removing certain exceptions to the general principles and also simplifies areas such as franchise taxes, step-up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws and rate changes. ASU 2019-12 will be effective for us in our first quarter of fiscal 2022. We are currently evaluating the potential impact that adopting ASU 2019-12 will have on our unaudited condensed consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, and ASU 2019-05 (collectively, Topic 326). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. Topic 326 will be effective for us in our first quarter of fiscal 2024 and earlier adoption is permitted. We are evaluating the impact adopting Topic 326 will have on our unaudited condensed consolidated financial statements.
Note 2. Balance Sheet Components
Cash, Cash Equivalents, and Restricted Cash
The following table provides a summary of our cash, cash equivalents, and restricted cash reported within our unaudited condensed consolidated balance sheets that reconciles to the corresponding amount in our unaudited condensed consolidated statement of cash flows:
(In thousands) January 1,
2021 July 3,
2020
Cash and cash equivalents $ 43,046 $ 41,618
Restricted cash included in other assets 254 254
Total cash, cash equivalents, and restricted cash in the Statement of Cash Flows $ 43,300 $ 41,872
Accounts Receivable, net
Our net accounts receivable are summarized below:
(In thousands) January 1,
2021 July 3,
2020
Accounts receivable $ 51,555 $ 46,502
Less: Allowances for collection losses ( 2,105 ) ( 1,841 )
Total accounts receivable, net $ 49,450 $ 44,661
12
Inventories
Our inventories are summarized below:
(In thousands) January 1,
2021 July 3,
2020
Finished products $ 11,783 $ 9,055
Raw materials and supplies 5,805 4,942
Total inventories
$ 17,588 $ 13,997
Consigned inventories included within raw materials and supplies
$ 3,144 $ 1,324
We currently rely on a few vendors for substantially all of our inventory purchases.
We record charges to adjust our inventory and customer service inventory due to excess and obsolete inventory resulting from lower sales forecasts, product transitioning, or discontinuance. The charges during the three and six months ended January 1, 2021 and December 27, 2019 were classified in cost of product sales as follows:
Three Months Ended Six Months Ended
(In thousands) January 1,
2021 December 27,
2019 January 1,
2021 December 27,
2019
Excess and obsolete inventory charges $ 134 $ 23 $ 197 $ 169
Customer service inventory write-downs 266 154 388 345
Total inventory charges
$ 400 $ 177 $ 585 $ 514
Assets Held for Sale
We consider properties to be Assets held for sale when management approves and commits to a plan to dispose of a property or group of properties. The property held for sale prior to the sale date is separately presented on the balance sheet as Assets held for sale.
During the quarter management initiated the sale of our facility located in the United Kingdom. We expect to complete the sale within the next twelve months. The carrying value of this asset held for sale as of January 1, 2021 of $ 2.2 million which represents the lower of the carrying value or fair value, net of estimated costs to sell the assets. We performed an analysis and determined the estimated fair value of the assets, less estimated selling costs, is higher than the carrying value of the assets. As a result, no impairment charge was recorded in our statement of operations.
Property, Plant and Equipment, net
Our property, plant and equipment, net are summarized below:
(In thousands) January 1,
2021 July 3,
2020
Land $ 210 $ 710
Buildings and leasehold improvements 6,849 11,737
Software 21,208 17,887
Machinery and equipment 50,837 52,293
Total property, plant and equipment, gross 79,104 82,627
Less: Accumulated depreciation and amortization ( 65,653 ) ( 65,716 )
Total property, plant and equipment, net $ 13,451 $ 16,911
13
Included in the total plant, property and equipment above were $ 0.4 million and $ 3.5 million of assets in progress which have not been placed in service as of January 1, 2021 and July 3, 2020, respectively. Depreciation and amortization expense related to property, plant and equipment, including amortization of software developed for internal use, was as follows:
Three Months Ended Six Months Ended
(In thousands) January 1,
2021 December 27,
2019 January 1,
2021 December 27,
2019
Depreciation and amortization $ 1,407 $ 1,077 $ 2,661 $ 2,115
Accrued Expenses
Our accrued expenses are summarized below:
(In thousands) January 1,
2021 July 3,
2020
Accrued compensation and benefits $ 10,194 $ 11,814
Accrued agent commissions 2,567 2,356
Accrued warranties 3,315 3,196
Other 10,044 9,554
Total accrued expenses $ 26,120 $ 26,920
Accrued Warranties
We accrue for the estimated cost to repair or replace products under warranty. Changes in our warranty liability, which are included as a component of accrued expenses in our unaudited condensed consolidated balance sheets were as follows:
Three Months Ended Six Months Ended
(In thousands) January 1,
2021 December 27,
2019 January 1,
2021 December 27,
2019
Balance as of the beginning of the period $ 3,107 $ 3,412 $ 3,196 $ 3,323
Warranty provision recorded during the period 488 253 772 757
Consumption during the period ( 280 ) ( 468 ) ( 653 ) ( 883 )
Balance as of the end of the period $ 3,315 $ 3,197 $ 3,315 $ 3,197
Advance Payments and Unearned Revenue
Our advance payments and unearned revenue are summarized below:
(In thousands) January 1,
2021 July 3,
2020
Advance payments $ 3,292 $ 2,529
Unearned revenue 22,415 19,343
Total advance payments and unearned revenue $ 25,707 $ 21,872
Excluded from the balances above are $ 8.3 million and $ 8.1 million in long-term unearned revenue as of January 1, 2021 and July 3, 2020, respectively.
Note 3. Fair Value Measurements of Assets and Liabilities
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal market (or most advantageous market in the absence of a principal market) for the asset or liability in an orderly transaction between market participants as of the measurement date. We maximize the use of observable inputs and minimize the use of unobservable inputs in measuring fair value and establish a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The three levels of inputs used to measure fair value are as follows:
14
• Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities;
• Level 2 — Observable market-based inputs or observable inputs that are corroborated by market data; and
• Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The carrying amounts, estimated fair values, and valuation input levels of our assets and liabilities that are measured at fair value on a recurring basis as of January 1, 2021 and July 3, 2020 were as follows:
January 1, 2021 July 3, 2020 Valuation Inputs
(In thousands) Carrying Amount Fair Value Carrying Amount Fair Value
Assets:
Cash and cash equivalents:
Money market funds
$ 23,880 $ 23,880 $ 18,189 $ 18,189 Level 1
Bank certificates of deposit
$ 3,536 $ 3,536 $ 3,250 $ 3,250 Level 2
Liabilities:
Other accrued expenses:
Foreign exchange forward contracts
$ — $ — $ 14 $ 14 Level 2
We classify items within Level 1 if quoted prices are available in active markets. Our Level 1 items mainly are money market funds. As of January 1, 2021 and July 3, 2020, these money market funds were valued at $ 1.00 net asset value per share.
We classify items in Level 2 if the observable inputs to quoted market prices, benchmark yields, reported trades, broker/dealer quotes, or alternative pricing sources are available with reasonable levels of price transparency. Our bank certificates of deposit and foreign exchange forward contracts are classified within Level 2.
As of January 1, 2021 and July 3, 2020, we did not have any recurring assets or liabilities that were valued using significant unobservable inputs.
Our policy is to recognize asset or liability transfers among Level 1, Level 2, and Level 3 as of the actual date of the events or change in circumstances that caused the transfer. During the first six months of fiscal 2021 and 2020, we had no transfers between levels of the fair value hierarchy of our assets or liabilities measured at fair value.
Note 4. Leases
The Company has facilities under non-cancelable operating lease agreements. These leases have varying terms that range from one to 20 years and contain leasehold improvement incentives, rent holidays and escalation clauses.
We determine if an arrangement contains a lease at inception. These operating leases are included in "Right of use assets" on our unaudited condensed consolidated balance sheets and represent our right to use the underlying asset for the lease term. Our obligations to make lease payments are included in "Short-term lease liabilities" and "Long-term lease liabilities" on our unaudited condensed consolidated balance sheets. We did not enter into any finance leases during the six months ended January 1, 2021.
15
The following summarizes our lease costs (in thousands):
Three Months Ended Six Months Ended
January 1,
2021 December 27, 2019 January 1,
2021 December 27, 2019
(In thousands) (In thousands)
Operating lease costs $ 301 $ 526 $ 614 $ 846
Short-term lease costs 359 287 817 771
Variable lease costs 94 93 162 156
Total lease costs
$ 754 $ 906 $ 1,593 $ 1,773
The following summarizes our lease term and discount rate for six months ended January 1, 2021:
Weighted average remaining lease term 7.7 years
Weighted average discount rate 6.5 %
As of January 1, 2021, our future minimum lease payments under all non-cancelable operating leases with an initial term in excess of one year were as follows (in thousands):
Amount
(In thousands)
Remainder of 2021
$ 632
2022 731
2023 467
2024 341
2025 353
Thereafter 2,000
Total lease payments 4,524
Less: interest ( 1,118 )
Present value of lease liabilities $ 3,406
Note 5. Credit Facility and Debt
On May 4, 2020, we entered into Amendment No. 3 to Third Amended and Restated Loan and Security Agreement with Silicon Valley Bank (the “SVB Credit Facility”) which extended the expiration date to June 28, 2021. The SVB Credit Facility provides for a $ 25.0 million accounts receivable formula-based revolving credit facility that can be borrowed by our U.S. company, with a $ 25.0 million sublimit that can be borrowed by our Singapore subsidiary. Loans may be advanced under the SVB Credit Facility based on a borrowing base equal to a specified percentage of the value of eligible accounts of the borrowers under the SVB Credit Facility. The borrowing base is subject to certain eligibility criteria. Availability under the accounts receivable formula based revolving credit facility can also be utilized to issue letters of credit with a $ 12.0 million sublimit. We may prepay loans under the SVB Credit Facility in whole or in part at any time without premium or penalty. As of January 1, 2021, available credit under the SVB Credit Facility was $ 23.5 million, reflecting the lower available limit of $ 25.0 million less outstanding letters of credit of $ 1.5 million. As of July 3, 2020, our outstanding debt balance under the SVB Credit Facility, classified as a current liability, was $ 9.0 million, and the interest rate was 3.75 %. We repaid the outstanding debt balance in July 2020.
The SVB Credit Facility carries an interest rate computed, at our option, based on either (i) at the prime rate reported in the Wall Street Journal plus a spread of 0.50 % to 1.50 %, with such spread determined based on our adjusted quick ratio; or (ii) if we satisfy a minimum adjusted quick ratio, a LIBOR rate determined in accordance with the SVB Credit Facility, plus a spread of 2.75 %. Any outstanding Singapore subsidiary borrowed loans shall bear interest at an additional 2.00 % above the
16
applicable prime or LIBOR rate. During the first six months of fiscal 2021, the weighted-average interest rate on our outstanding loan was 3.75 %.
The SVB Credit Facility contains quarterly financial covenants including minimum adjusted quick ratio and minimum profitability (EBITDA) requirements. In the event our adjusted quick ratio falls below a certain level, cash received in our accounts with Silicon Valley Bank may be directly applied to reduce outstanding obligations under the SVB Credit Facility. The SVB Credit Facility also imposes certain restrictions on our ability to dispose of assets, permit a change in control, merge or consolidate, make acquisitions, incur indebtedness, grant liens, make investments, make certain restricted payments, and enter into transactions with affiliates under certain circumstances. Certain of our assets, including accounts receivable, inventory, and equipment, are pledged as collateral for the SVB Credit Facility. Upon an event of default, outstanding obligations would be immediately due and payable. Under certain circumstances, a default interest rate will apply on all obligations during the existence of an event of default at a per annum rate of interest equal to 5.00 % above the applicable interest rate. As of January 1, 2021, we were in compliance with the quarterly financial covenants contained in the SVB Credit Facility, as amended.
We also obtained an uncommitted short-term line of credit of $ 0.4 million from a bank in New Zealand to support the operations of our New Zealand subsidiary. This line of credit provides for up to $ 0.3 million in short-term advances at various interest rates, all of which was available as of January 1, 2021 and July 3, 2020. The line of credit also provides for the issuance of standby letters of credit and company credit cards, of which $ 0.1 million was outstanding as of January 1, 2021 and July 3, 2020. This line of credit may be terminated upon notice, is reviewed annually for renewal or modification, and is supported by a corporate guarantee.
Note 6. Revenue Recognition
Contract Balances, Performance Obligations, and Backlog
The following table provides information about receivables and liabilities from contracts with customers (in thousands):
January 1, 2021 July 3, 2020
Contract Assets
Accounts receivable, net $ 49,450 $ 44,661
Unbilled receivables 31,628 28,085
Capitalized commissions 1,611 1,157
Contract Liabilities
Advance payments and unearned revenue 25,707 21,872
Unearned revenue, long-term 8,282 8,142
Significant changes in contract balances may arise as a result of recognition over time for services, transfer of control for equipment, and periodic payments (both in arrears and in advance).
From time to time, we may experience unforeseen events that could result in a change to the scope or price associated with an arrangement. When such events occur, we update the transaction price and measure of progress for the performance obligation and recognize the change as a cumulative catch-up to revenue. Because of the nature and type of contracts we engage in, the timeframe to completion and satisfaction of current and future performance obligations can shift; however, this will have no impact on our future obligation to bill and collect.
As of January 1, 2021, we had $ 34.0 million in advance payments and unearned revenue and long-term unearned revenue, of which approximately 50 % is expected to be recognized as revenue in the remainder of fiscal 2021 and the balance thereafter. During the six months ended January 1, 2021 we recognized approximately $ 15.8 million which was included in advance payments and unearned revenue at the beginning of the reporting period.
Remaining Performance Obligations
17
The aggregate amount of transaction price allocated to our unsatisfied (or partially unsatisfied) performance obligations was approximately $ 77.0 million at January 1, 2021. Of this amount, we expect to recognize approximately 60 % as revenue during the next 12 months, with the remaining amount to be recognized as revenue within two to five years .
Note 7. Segment and Geographic Information
We operate in one reportable business segment: the design, manufacturing, and sale of a range of wireless networking products, solutions, and services. Our financial performance is regularly reviewed by our chief operating decision maker who is our chief executive officer.
We report revenue by region and country based on the location where our customers accept delivery of our products and services. Revenue by region for the three and six months ended January 1, 2021 and December 27, 2019 was as follows:
Three Months Ended Six Months Ended
(In thousands) January 1,
2021 December 27, 2019 January 1,
2021 December 27,
2019
North America
$ 49,158 $ 36,472 $ 94,657 $ 76,239
Africa and the Middle East 10,663 8,856 21,234 19,449
Europe and Russia 1,511 2,418 3,773 5,825
Latin America and Asia Pacific 9,199 8,251 17,157 13,098
Total revenue
$ 70,531 $ 55,997 $ 136,821 $ 114,611
The loss of a significant portion of business from any significant customers could adversely affect our unaudited condensed consolidated financial statements.
Customers accounting for 10% or more of our total revenue was as follows:
Three Months Ended Six Months Ended
January 1,
2021 December 27, 2019 January 1,
2021 December 27, 2019
A U.S. State Government Customer 12.5 % * * *
Motorola Solutions, Inc. * * * 10.0 %
* Less than 10.0%
Customers accounting for 10% or more of our accounts receivable was as follows:
January 1, 2021 July 3, 2020
A U.S. State Government Customer 18.3 % *
Mobile Telephone Networks Group (MTN Group) * 21.0 %
* Less than 10.0%
Note 8. Equity
Stock Repurchase Program
In May 2018, our board of directors approved a stock repurchase program, which does not have an expiration date, for the repurchase of up to $ 7.5 million of our common stock.
All repurchased shares were retired. As of January 1, 2021, $ 3.4 million remained available under our stock repurchase program. The repurchase program has been suspended temporarily since February 2020. Therefore, during the first six months of fiscal 2021, we have not repurchased any shares of our common stock in the open market.
Stock Incentive Programs
At January 1, 2021, we had one stock incentive plan for our employees and non-employee directors, the 2018 Incentive Plan (the “2018 Plan”). The 2018 Plan provides for the issuance of share-based awards in the form of stock options, stock appreciation rights, restricted stock awards and units, and performance share awards and units.
18
Under the 2018 Plan, option exercise prices are equal to the fair market value of our common stock on the date the options are granted using our closing stock price. After vesting, options generally may be exercised within seven years after the date of grant.
Restricted stock units are not transferable until vested and the restrictions lapse upon the achievement of continued employment or service over a specified time period. Restricted stock units issued to employees generally vest three years from the date of grant ( three -year cliff or annually over three years ). Restricted stock units issued to non-executive board members annually generally vest on the day before the annual stockholders’ meeting.
Vesting of performance share awards and units is subject to the achievement of predetermined financial performance criteria and continued employment through the end of the applicable period. Market-based stock units vest upon meeting certain predetermined share price performance criteria and continued employment through the end of the applicable period.
During the six months ended January 1, 2021, we granted 55,714 restricted stock units, 35,869 performance restricted stock units and 112,732 stock options to purchase shares of our common stock.
Total compensation expense for share-based awards included in our unaudited condensed consolidated statements of operations was as follows:
Three Months Ended Six Months Ended
(In thousands) January 1,
2021 December 27,
2019 January 1,
2021 December 27,
2019
By Expense Category:
Cost of revenues $ 93 $ 52 $ 165 $ 96
Research and development 57 32 97 59
Selling and administrative 668 317 1,127 653
Total share-based compensation expense $ 818 $ 401 $ 1,389 $ 808
By Types of Award:
Options $ 223 $ 153 $ 390 $ 263
Restricted and performance stock awards and units 595 248 999 545
Total share-based compensation expense $ 818 $ 401 $ 1,389 $ 808
As of January 1, 2021, there was approximately $ 1.2 million of total unrecognized compensation expense related to non-vested stock options granted which are expected to be recognized over a weighted-average period of 2.1 years. As of January 1, 2021, there was $ 2.9 million of total unrecognized compensation expense related to non-vested stock awards which are expected to be recognized over a weighted-average period of 1.8 years.
On September 6, 2016, our Board of Directors authorized and declared a dividend distribution of one right (a “Right”) for each outstanding share of our common stock, par value $ 0.01 per share, to our stockholders of record as of the close of business on September 16, 2016 (the “Record Date”). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Participating Preferred Stock, par value $ 0.01 per share (the “Preferred Shares”), of the Company at an exercise price of $ 35.00 per one one-thousandth of a Preferred Share, subject to adjustment. Until the rights become exercisable, they will not be evidenced by separate certificates and will trade automatically with shares of the Company’s common stock. The Rights have a de minimis fair value. The complete terms of the Rights are set forth in a Tax Benefit Preservation Plan (the “Plan”), dated as of September 6, 2016, between the Company and Computershare Inc., as rights agent. By adopting the Plan, we are helping to preserve the value of certain deferred tax benefits, including those generated by net operating losses (collectively, the “Tax Benefits”), which could be lost in the event of an “ownership change” as defined under Section 382 of the Internal Revenue Code of 1986, as amended. The Plan reduces the likelihood that changes in our investor base have the unintended effect of limiting our use of the Tax Benefits. The Plan expired on September 6, 2019. On March 3, 2020, our Board of Directors reauthorized the Plan at the same term with a Record Date of March 13, 2020. On August 27, 2020, we entered into the Amended and Restated Tax Benefit Preservation Plan (the “Amended and Restated Plan”) with Computershare Inc. as Rights Agent.
The Amended and Restated Plan, reauthorized by our Board of Directors on March 3, 2020, was approved by our shareholders at our Annual Shareholders’ Meeting held on November 11, 2020.
19
Note 9. Restructuring Activities
The following table summarizes our restructuring-related activities:
Severance and Benefits Facilities and Other Total
(In thousands) Q4 2020 Plan Q3 2020 Plan Fiscal 2020 Fiscal 2018-2019 Plan Prior Years' Plan Fiscal 2015-2016 Plan
Accrual balance, July 3, 2020 $ 1,557 $ 431 $ 360 $ 90 $ 64 $ 236 $ 2,738
Cash payments ( 345 ) ( 170 ) ( 269 ) ( 90 ) ( 39 ) — ( 913 )
Foreign exchange impact — — — — — 10 10
Accrual balance, October 2, 2020 1,212 261 91 — 25 246 1,835
Cash payments ( 395 ) ( 81 ) — — — — ( 476 )
Foreign exchange impact ( 45 ) — 36 — 13 10 14
Accrual balance, January 1, 2021 $ 772 $ 180 $ 127 $ — $ 38 $ 256 $ 1,373
As of January 1, 2021, the accrual balance of $ 1.4 million was in short-term restructuring liabilities on our unaudited condensed consolidated balance sheets.
Q4 2020 Plan
During the fourth quarter of fiscal 2020, our Board of Directors approved a restructuring plan (the “Q4 2020 Plan”) in order to continue to reduce our operating costs and improve profitability to optimize our business model and increase efficiencies. The Q4 2020 Plan is being implemented starting with our fourth fiscal quarter of 2020 through the second fiscal quarter of 2021. Payments related to the accrued restructuring liability balance for this plan are expected to be fully paid in fiscal 2021.
Q3 2020 Plan
During the third quarter of fiscal 2020, our Board of Directors approved a restructuring plan (the “Q3 2020 Plan”) in order to reduce our operating costs and improve profitability to optimize our business model and increase efficiencies. Payments related to the accrued restructuring liability balance for this plan are expected to be fully paid in fiscal 2021.
Fiscal 2020 Plan
During the fourth quarter of fiscal 2019, our Board of Directors approved a restructuring plan (the “Fiscal 2020 Plan”) to primarily consolidate product development, right size our resources to support our international business and other support functions. Payments related to the accrued restructuring liability balance for this plan are expected to be fully paid in fiscal 2021.
Fiscal 2018-2019 Plan
During the fourth quarter of fiscal 2018, our Board of Directors approved a restructuring plan (the “Fiscal 2018-2019 Plan”) to consolidate back-office support functions and align resources by geography to lower our expense structure. We completed the restructuring activities under the Fiscal 2018-2019 Plan at the end of fiscal 2019. Payments related to the accrued restructuring liability balance for this plan are expected to be fully paid in fiscal 2021.
Fiscal 2015-2016 Plan
In January 2018, we reached a settlement with a certain foreign government for grant liabilities which allowed us to reduce our estimated payments relating to prior years’ restructuring plan by $ 0.3 million. During the third quarter of fiscal 2015, with the intent to bring our operational cost structure in line with the changing dynamics of the microwave radio and telecommunications markets, we initiated a restructuring plan (the “Fiscal 2015-2016 Plan”) to lower fixed overhead costs and operating expenses and to preserve cash flow. Activities under the Fiscal 2015-2016 Plan primarily included reductions in workforce across the Company, but primarily in operations outside the United States. We completed the restructuring
20
activities under the Fiscal 2015-2016 Plan as of July 1, 2016. Payments related to the accrued restructuring liability balance for this plan are expected to be paid in fiscal 2021.
For further information, see “Note 7. Restructuring Activities” in Part II, Item 8 of our 2020 Form 10-K.
Note 10. Income Taxes
Our effective tax rate varies from the U.S. federal statutory rate of 21% primarily due to results of foreign operations that are subject to income taxes at different statutory rates, certain jurisdictions where we cannot recognize tax benefit on current losses, and partial valuation allowance against U.S. federal and state deferred tax assets. During interim periods, we accrue tax expenses for jurisdictions that are anticipated to be profitable for fiscal 2021.
The determination of our income taxes for the six months ended January 1, 2021 and December 27, 2019 was based on our estimated annual effective tax rate adjusted for losses in certain jurisdictions for which no tax benefit can be recognized. Our tax expense for the six months ended January 1, 2021 was primarily due to tax expense related to profitable subsidiaries and $ 0.4 million of tax expense related to an audit settlement with the Financial Administration of the Republic of Slovenia. The tax expense for the six months ended December 27, 2019 was primarily due to tax expense related to profitable subsidiaries and $ 0.6 million increase in our reserves for uncertain tax positions.
We continue to record a partial valuation allowance on our U.S. deferred tax assets which primarily represent future income tax benefits associated with our operating losses. Realization of our deferred tax assets is dependent on generating sufficient pre-tax book income in future periods. Although we believe it is more likely than not that future income will be sufficient to allow us to recover the value of a portion of our U.S. deferred tax assets, realization is not assured and future events could cause us to change our judgment. If future events cause us to conclude that it is not more likely than not that we will be able to recover more or less of the current anticipated portion of deferred tax assets, we would be required to either decrease or increase the valuation allowance on our deferred tax assets at that time, which would result in a charge to income tax expense and a material increase or decrease in net income in the period in which we change our judgment. During the second quarter of fiscal 2021, we did not record any adjustment to valuation allowance on our U.S. deferred tax assets.
We entered into a tax sharing agreement with Harris Corporation (“Harris”) effective on January 26, 2007, the acquisition date of Stratex Networks, Inc. The tax sharing agreement addresses, among other things, the settlement process associated with pre-merger tax liabilities and tax attributes that were attributable to the Microwave Communication Division when it was a division of Harris. There have been no settlement payments recorded since the acquisition date. To the extent we become more profitable in the U.S. in the future, we may be required to make certain payments to Harris which is currently not estimable.
We have a number of open income tax audits covering various tax years, which vary from jurisdiction to jurisdiction. Our major tax jurisdictions that are open and subject to potential audits include the U.S., Singapore, Nigeria, Saudi Arabia and the Ivory Coast. The earliest years for these jurisdictions are as follows: U.S. - 2003; Singapore - 2015; Nigeria - 2006; Saudi Arabia - 2019, and Ivory Coast - 2017.
During the first quarter of 2021, we received a tax refund of $ 1.2 million from the Federal Revenue of Brazil related to our withholding tax refund claim and recorded minimal tax expense related to interest as a discrete item.
During the second quarter of 2021, we effectively settled a tax audit with the Financial Administration of the Republic of Slovenia for fiscal years 2016 to 2018 and recorded $ 0.4 million of tax expense related to the denial of research and development tax relief as a discrete item. During the second quarter of 2021, we effectively settled a tax audit with the General Authority of Zakat and Tax in Saudi Arabia for fiscal years 2016 to 2018 and recorded minimal tax benefit related to the release of previously recorded ASC 740-10 reserve as a discrete item.
We account for interest and penalties related to unrecognized tax benefits as part of our provision for federal, foreign and state income taxes. Such interest expense was not material for the three and six months ended January 1, 2021 and December 27, 2019.
On March 27, 2020, the U.S. enacted the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act which provided certain tax relief measures including, but not limited to, (1) a five-year net operating loss carryback, (2) changes in the deduction of interest, (3) acceleration of alternative minimum tax credit (“AMT”) refunds, and (4) a technical correction to allow accelerated deductions for qualified improvement property. The Tax Cuts and Jobs Act repealed the corporate AMT
21
credit and allowed taxpayers to claim any unused AMT credit over four tax years beginning in tax year 2018. The CARES Act allows for acceleration of the refundable AMT credit up to 100% of the AMT credit to be refunded in tax year 2018. During the third quarter of fiscal 2020, in connection with our analysis of the impact of the CARES Act, we reclassified the refundable AMT credit of $ 3.4 million from a long-term to short-term receivable and recorded no income tax effects on the other tax relief measures of the CARES Act.
On December 27, 2020, the US enacted the Consolidated Appropriations Act of 2021 (CAA) which extended and expanded certain tax relief measures created by the CARES Act, including, but not limited to, (1) second round of Payroll Protection Program loans, and (2) the Employer Retention Credit for 2021. We continue to examine the elements of CARES Act and CAA and the impact they may have on our future business.
Note 11. Net Income (Loss) Per Share of Common Stock
Net income (loss) per share is computed using the two-class method, by dividing net income attributable to us by the weighted-average number of shares of our outstanding common stock and participating securities outstanding. Our restricted shares contain rights to receive non-forfeitable dividends and therefore are considered to be participating securities and included in the calculations of net income per basic and diluted common share. Undistributed losses are not allocated to unvested restricted shares as the unvested restricted shares are not contractually obligated to share our losses. The impact on earnings per share of the participating securities under the two-class method was immaterial.
The following table presents the computation of basic and diluted net income (loss) per share:
Three Months Ended Six Months Ended
(In thousands, except per share amounts) January 1,
2021 December 27,
2019 January 1,
2021 December 27,
2019
Numerator:
Net income (loss) $ 6,641 $ ( 1,671 ) $ 12,577 $ ( 1,617 )
Denominator:
Weighted-average shares outstanding, basic
5,504 5,427 5,457 5,387
Effect of potentially dilutive equivalent shares
206 — 182 —
Weighted-average shares outstanding, diluted
5,710 5,427 5,639 5,387
Net income (loss) per share of common stock outstanding:
Basic
$ 1.21 $ ( 0.31 ) $ 2.30 $ ( 0.30 )
Diluted
$ 1.16 $ ( 0.31 ) $ 2.23 $ ( 0.30 )
The following table summarizes the weighted-average equity awards that were excluded from the diluted net income (loss) per share calculations since they were anti-dilutive:
Three Months Ended Six Months Ended
(In thousands) January 1,
2021 December 27,
2019 January 1,
2021 December 27,
2019
Stock options 107 406 94 392
Restricted stock units and performance stock units
— 171 — 156
Total shares of common stock excluded
107 577 94 548
22
Note 12. Commitments and Contingencies
Purchase Orders and Other Commitments
From time to time in the normal course of business, we may enter into purchasing agreements with our suppliers that require us to accept delivery of, and remit full payment for, finished products that we have ordered, finished products that we requested be held as safety stock, and work in process started on our behalf, in the event we cancel or terminate the purchasing agreement. Because these agreements do not specify fixed or minimum quantities, do not specify minimum or variable price provisions, and do not specify the approximate timing of the transaction, and we have no present intention to cancel or terminate any of these agreements, we currently do not believe that we have any future liability under these agreements. As of January 1, 2021, we had outstanding purchase obligations with our suppliers or contract manufacturers of $ 25.8 million. In addition, we had contractual obligations of approximately $ 1.2 million associated with software licenses as of January 1, 2021.
Financial Guarantees and Commercial Commitments
Guarantees issued by banks, insurance companies, or other financial institutions are contingent commitments issued to guarantee our performance under borrowing arrangements, such as bank overdraft facilities, tax and customs obligations, and similar transactions, or to ensure our performance under customer or vendor contracts. The terms of the guarantees are generally equal to the remaining term of the related debt or other obligations and are generally limited to two years or less. As of January 1, 2021, we had no guarantees applicable to our debt arrangements.
We have entered into commercial commitments in the normal course of business including surety bonds, standby letters of credit agreements, and other arrangements with financial institutions primarily relating to the guarantee of future performance on certain contracts to provide products and services to customers. As of January 1, 2021, we had commercial commitments of $ 59.7 million outstanding that were not recorded on our unaudited condensed consolidated balance sheets. We do not believe, based on historical experience and information currently available, that it is probable that any significant amounts will be required to be paid on these performance guarantees in the future.
Indemnifications
Under the terms of substantially all of our license agreements, we have agreed to defend and pay any final judgment against our customers arising from claims against such customers that our products infringe the intellectual property rights of a third party. As of January 1, 2021, we have not received any notice that any customer is subject to an infringement claim arising from the use of our products; we have not received any request to defend any customers from infringement claims arising from the use of our products; and we have not paid any final judgment on behalf of any customer related to an infringement claim arising from the use of our products. Because the outcome of infringement disputes is related to the specific facts of each case and given the lack of previous or current indemnification claims, we cannot estimate the maximum amount of potential future payments, if any, related to our indemnification provisions. As of January 1, 2021, we had not recorded any liabilities related to these indemnifications.
Legal Proceedings
We are subject from time to time to disputes with customers concerning our products and services. In May 2016, we received notification of a claim for damages from a customer alleging that certain of our products were defective. Although we believe that we have numerous contractual and legal defenses to these disputes, at this time we have accrued an immaterial amount representing the estimated probable loss for which we would settle the matter. We currently cannot form an estimate of the range of loss in excess of our amounts already accrued. If the outcome of this matter is greater than the current immaterial amount accrued, we intend to dispute it vigorously.
From time to time, we may be involved in various other legal claims and litigation that arise in the normal course of our operations. We are aggressively defending all current litigation matters. Although there can be no assurances and the outcome of these matters is currently not determinable, we currently believe that none of these claims or proceedings are likely to have a material adverse effect on our financial position. We expect to defend each of these disputes vigorously. There are many uncertainties associated with any litigation and these actions or other third-party claims against us may cause us to incur costly litigation and/or substantial settlement charges. As a result, our business, financial condition, results of
23
operations, and cash flows could be adversely affected. The actual liability in any such matters may be materially different from our estimates, if any.
We record accruals for our outstanding legal proceedings, investigations or claims when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. We evaluate, at least on a quarterly basis, developments in legal proceedings, investigations or claims that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable. We have not recorded any accrual for loss contingencies associated with such legal claims or litigation discussed above.
Contingent Liabilities
We record a loss contingency as a charge to operations when (i) it is probable that an asset has been impaired or a liability has been incurred at the date of the unaudited condensed consolidated financial statements; and (ii) the amount of the loss can be reasonably estimated. Disclosure in the Notes to the unaudited condensed consolidated financial statements is required for loss contingencies that do not meet both those conditions if there is a reasonable possibility that a loss may have been incurred. Gain contingencies are not recorded until realized. We expense all legal costs incurred to resolve regulatory, legal, and tax matters as incurred.
In March 2016, an enforcement action by the Indian Department of Revenue, Ministry of Finance was brought against our subsidiary Aviat Networks (India) Private Limited (“Aviat India”) relating to the non-realization of intercompany receivables and non-payment of intercompany payables, which originated from 1999 to 2012, within the time frames dictated by the Indian regulations under the Foreign Exchange Management Act. In November 2017, the Indian Department of Revenue, Ministry of Finance also initiated a similar action against Telsima Communications Private Limited (“Telsima India”), a subsidiary of the Company, relating to the non-realization of intercompany receivables and non-payment of intercompany payables which originated from the period prior to our acquisition of Telsima India in February 2009. In September 2019, our directors of Aviat India appeared before the Ministry of Finance Enforcement Directorate. No settlement offers were discussed at the meeting and the matter is still ongoing with no subsequent hearing date currently scheduled. We have accrued an immaterial amount representing the estimated probable loss for which we would settle the matter. We currently cannot form an estimate of the range of loss in excess of our amounts already accrued. If the outcome of this matter is greater than the current immaterial amount accrued, we intend to dispute it vigorously.
Periodically, we review the status of each significant matter to assess the potential financial exposure. If a potential loss is considered probable and the amount can be reasonably estimated, we reflect the estimated loss in our unaudited condensed consolidated statement of operations. Significant judgment is required to determine the probability that a liability has been incurred or an asset impaired and whether such loss is reasonably estimable. Further, estimates of this nature are highly subjective, and the final outcome of these matters could vary significantly from the amounts that have been included in our unaudited condensed consolidated financial statements. As additional information becomes available, we reassess the potential liability related to our pending claims and litigation and may revise estimates accordingly. Such revisions in the estimates of the potential liabilities could have a material impact on our results of operations and financial position.
COVID-19
In March 2020, the World Health Organization characterized a recent pandemic of respiratory illness caused by novel coronavirus disease, known as COVID-19, as a pandemic. The pandemic has resulted in government authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place or stay-at-home orders, and business shutdowns. Our global operations expose us to risks associated with public health crises and epidemics/pandemics, such as the COVID-19 pandemic. The COVID-19 pandemic may have an impact on our operations, supply chains and distribution systems and increase our expenses, including as a result of impacts associated with preventive and precautionary measures that we, other businesses and governments are taking or requiring. The extent to which the COVID-19 pandemic impacts our business, prospects and results of operations will depend on future developments, which are highly uncertain and cannot be predicted with certainty, including, but not limited to, the duration and spread of the pandemic, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating activities can resume. Management is actively monitoring the impact of the COVID-19 pandemic on our financial condition, liquidity, operations, suppliers, industry, and workforce. Additionally we have undertaken measures to protect our employees, suppliers, and customers, including encouraging, and in many cases requiring employees to work remotely as appropriate. We have also modified some of our controls procedures but those changes have not been significant.
24
Our first priority remains the health and safety of our employees and their families. Employees whose tasks can be done off-site have been instructed to work from home. Our manufacturing sites support essential businesses and remain operational. We are maintaining social distancing for workers on-site and have enhanced cleaning protocols and usage of personal protective equipment, where appropriate.
The impact to our supply chain lead times and ability to fulfill orders was minimal for the three and six months ended January 1, 2021. However, depending on pandemic-related factors like the uncertain duration of temporary manufacturing restrictions as well as our ability to perform field services during shelter in place orders, we could experience constraints and delays in fulfilling customer orders in future periods. We continue to monitor, assess and adapt to the situation and prepare for implications to our business, supply chain and customer demand. We expect these challenges to continue until business and economic activities return to more normal levels. The financial results for the three and six months ended January 1, 2021 reflect some of the reduced activity experienced during the period in various locations around the world and are not necessarily indicative of the results for the full year.
25
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.