What changed in this filing

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Item 9A. Controls and Procedures

2021-08-25 compared with 2020-08-27 · 26 added, 23 removed, 123 unchanged (28% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Based on management’s evaluation, with participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as of the end of the period covered by this report, our CEO and CFO have concluded that our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are effective to provide reasonable assurance that the information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

Based on management’s evaluation, with participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as of the end of the period covered by this report, our CEO and CFO have concluded that our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act are effective to provide reasonable assurance that the information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Controls Over Financial Reporting

7 unchanged sentences

We reviewed the results of management’s assessment with the Audit Committee of our Board of Directors.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal controls over financial reporting because Aviat is a non-accelerated filer and is not subject to auditor attestation requirements under the applicable rules of the Securities Exchange Commission.

BDO USA LLP, the independent registered public accounting firm that audited the consolidated financial statements of the Company included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting as of July 2, 2021.

The report is included in this Item under the heading “Report of Independent Registered Public Accounting Firm.”

Inherent Limitations on Effectiveness of Controls

7 unchanged sentences

Other Information

Subsequent Event

On August 25, 2021, our Board of Directors approved a restructuring plan to further reduce operating costs and improve profitability.

We estimate the restructuring charges, consist of one-time severance charges, will be

approximately $ 0.8 million to be recorded in the first quarter of fiscal 2022.

We anticipate it will generate approximately $ 0.6 million in annual net savings, the majority of which will be allocated to support growth-related initiatives to be in a stronger position to drive both top- and bottom- line performance.

Certain information required by Part III is omitted from this Annual Report on Form 10-K because we will file a definitive Proxy Statement with the SEC within 120 days after the end of our fiscal year ended July 2, 2021.

1 unchanged sentence

We adopted a Code of Conduct that is available at www.aviatnetworks.com.

No amendments to our Code of Business Ethics or waivers from our Code of Conduct with respect to any of our executive officers or directors have been made.

We most recently amended and restated our Code of Conduct on February 10, 2021, and posted it on our website.

If, in the future, we amend our Code of Conduct or grant waivers from our Code of Conduct with respect to any of our executive officers or directors, we will make information regarding such amendments or waivers available on our corporate website (www.aviatnetworks.com) for a period of at least 12 months.

30 unchanged sentences

/s/ Eric Chang Senior Vice President, Chief Financial Officer

(Principal Financial Officer) August 27, 2020

(Principal Financial Officer and Principal Accounting Officer) August 25, 2021

/s/ John Mutch Chairman of the Board August 25, 2021

/s/ Michele Klein Director August 25, 2021

Michele Klein

/s/ Kenneth Kong Director August 25, 2021

5 unchanged sentences

AVIAT NETWORKS, INC.

Years Ended July 3, 2020, June 28, 2019 and June 29, 2018

Years Ended July 2, 2021, July 3, 2020 and June 28, 2019

(In thousands) Balance at

4 unchanged sentences

Year ended July 2, 2021 $ 1,841 $ 300 $ — $ 2,141

Year ended June 28, 2019 $ 1,588 $ 120 $ 106 (2)

Year ended July 3, 2020 $ 1,602 $ 248 $ 9 (1)

Year ended June 28, 2019 $ 1,588 $ 120 $ 106 (2)

____________________________

(1) - Consisted of changes to allowance for collection losses of $ 0 for foreign currency translation gain and $ 9 ,000 for uncollectible accounts charged off, net of recoveries on accounts previously charged off.

(2) - Consisted of changes to allowance for collection losses of $ 0 for foreign currency translation gain and $ 107 ,000 for uncollectible accounts charged off, net of recoveries on accounts previously charged off.

(3) - Consisted of changes to allowance for collection losses of $ 3,000 for foreign currency translation losses and $ 1,820,000 for uncollectible accounts charged off, net of recoveries on accounts previously charged off.

(1) - Consisted of changes to allowance for collection losses of $ 0 for foreign currency translation gain and $ 9 thousand for uncollectible accounts charged off, net of recoveries on accounts previously charged off.

(2) - Consisted of changes to allowance for collection losses of $ 0 for foreign currency translation gain and $ 107 thousand for uncollectible accounts charged off, net of recoveries on accounts previously charged off.

EXHIBIT INDEX

3 unchanged sentences

Amended and Restated Bylaws of Aviat Networks, Inc.

(incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on October 2, 2015, File No.

(incorporated by reference to Exhibit 3.

1 to the Current Report on Form 8-K filed with the SEC on September 24, 2020 , File No.

Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on September 7, 2016.

Specimen common stock certificate, adopted as of January 29, 2010 (incorporated by reference to Exhibit 4.1.1 to the Annual Report on Form 10-K for fiscal year end July 2, 2010 filed with the SEC on September 9, 2010, File No.

Tax Benefit Preservation Plan, dated as of March 3, 2020, by and between Aviat Networks, Inc.

and Computershare Inc., as Rights Agent (incorporated by reference to exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on March 3, 2020, File No.

Description of Registered Se curities

Letter Agreement, dated September 13, 2016, among Aviat Networks, Inc., JDS 1, LLC, Julian Singer and David S.

Oros (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September 15, 2016 and to Exhibit 10.1 to the Current Report Form 8-K/A filed with the SEC on September 16, 2016, File No.

Amen d ed and Restated T ax Benefit Preservation Plan, dated as of August 27 , 2020, by and between Aviat Networks, Inc.

and Computershare Inc., as Rights Agent (incorporated by reference to E xhibit 4.1 to the Current Report on Form 8-K filed with the SEC on August 31 , 2020, File No.

Description of Registered Securities

Intellectual Property Agreement between Harris Stratex Networks, Inc.

14 unchanged sentences

and Silicon Valley Bank (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 5, 2020, File No.

Fourth Amendment to Third Amended and Restated Loan and Security Agreement, dated as of May 17, 2021, by and among Aviat Networks, Inc., Aviat U.S., Inc., Aviat Networks (S) Pte.

and Silicon Valley Bank (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on May 5, 2020, File No.

# Description

Employment Agreement, dated as of May 14, 2002, between Stratex Networks, Inc.

and Shaun McFall (incorporated by reference to Exhibit 10.25 to the Annual Report on Form 10-K for the fiscal year ended July 3, 2009 filed with the SEC on September 4, 2009, File No.

Amendment, effective April 1, 2006, to Employment Agreement, dated May 14, 2002, between Stratex Networks, Inc.

and Shaun McFall (incorporated by reference to Exhibit 10.25.1 to the Annual Report on Form 10-K for the fiscal year ended July 3, 2009 filed with the SEC on September 4, 2009, File No.

Employment Agreement, dated July 18, 2011, between Aviat Networks, Inc.

and Michael Pangia (incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 20, 2011, File No.

Letter Agreement, dated as of January 11, 2015, among Aviat Networks, Inc., Steel Partners Holdings L.P., Lone Star Value Management, LLC and certain other parties (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 12, 2015, File No.

5 unchanged sentences

and Eric Chang (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 3, 2020, File No.

Employment Agreement, dated June 20, 2018, between Aviat Networks, Inc.

and Stan Gallagher (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 25, 2018, File No.

Lease Agreement, dated June 8, 2016, between Aviat Networks, Inc., through its wholly owned subsidiary Aviat U.S., Inc., and The Irvine Company LLC (incorporated by reference to Exhibit 10.34 to the Annual Report on Form 10-K for fiscal year end July 1, 2016 filed with the SEC on September 9, 2016, File No.

1 unchanged sentence

and Peter Smith (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 2, 2020, File No.

First Amendment to the Employment Agreement between Aviat Networks, Inc.

and Peter Smith, dated May 17, 2021 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 18, 2021, File No.

Second Amendment to Employment Agreement, dated July 4, 2021, between the Company and Pete Smith (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 7, 2021, File No.

Aviat Networks, Inc.

17 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures