AVIAT NETWORKS, INC. 10-K

Item 8. Financial Statements and Supplementary Data Index to Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 243 ) 49 Consolidated Statements of Operations 53 Consolidated Statements of Comprehensive (Loss) Income 54 Consolidated Balance Sheets 55 Consolidated Statements of Cash Flows 56 Consolidated Statements of Equity 58 Notes to Consolidated Financial Statements 59 Note 1. The Company and Summary of Significant Accounting Policies 59 Note 2. Net Income per Share of Common Stock 65 Note 3. Revenue Recognition 66 Note 4. Leases 64 Note 5. Balance Sheet Components 70 Note 6. Fair Value Measurements of Assets and Liabilities 72 Note 7. Credit Facility and Debt 73 Note 8. Restructuring Activities 74 Note 9. Stockholders’ Equity 75 Note 10. Segment and Geographic Information 79 Note 11. Income Taxes 80 Note 12. Commitments and Contingencies 84 Note 13 Subsequent Event 85 48 Table of Contents Report of Independent Registered Public Accounting Firm Stockholders and Board of Directors Aviat Networks, Inc. Austin, Texas Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Aviat Networks, Inc. (the “Company”) as of July 1, 2022 and July 2, 2021, the related consolidated statements of operations, comprehensive (loss) income, equity, and cash flows for each of the three fiscal years in the period ended July 1, 2022, the related notes and the financial statement schedule - Valuation and Qualifying Accounts (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at July 1, 2022 and July 2, 2021, and the results of its operations and its cash flows for each of the three fiscal years in the period ended July 1, 2022, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of July 1, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated September 14, 2022 expressed an unqualified opinion thereon. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. Revenue Recognition – Estimated Costs to Complete As described in Note 3 to the consolidated financial statements, revenues from network planning and design, engineering and installation-related services are recognized based on an overtime recognition model using the cost-input method. The cost estimation process for these contracts is based on the knowledge and experience of the Company’s project managers, engineers, and financial professionals. Changes in job performance and job conditions are factors that influence estimates of the total costs to complete those contracts and the Company’s revenue recognition. 49 Table of Contents We identified estimated costs to complete for open and ongoing over-time revenue contracts at year end as a critical audit matter. The determination of the total estimated cost and progress toward completion requires management to make significant estimates and assumptions. Changes in these estimates or timing of when the costs occur can have a significant impact on the revenue recognized each period. Auditing these elements involved especially challenging and subjective auditor judgment in evaluating the reasonableness of management’s assumptions and estimates over the duration of these contracts. The primary procedures we performed to address this critical audit matter included: a. Testing the design and operating effectiveness of certain controls related to estimated costs to complete, including controls over management’s review of cost estimates. b. Evaluating the reasonableness of a sample of project budgets for projects completed during the year through a retrospective review against actual performance at project completion. c. Assessing the reasonableness of the estimated costs to complete for a sample of open projects through: (i) evaluating the reasonableness of project budgets and the nature of costs required to complete open projects, (ii) assessing the status of completion of respective projects through testing of a sample of project costs incurred to date, (iii) evaluating the reasonableness of project status by performing inquiries of project managers and assessing the nature of activities required to complete open projects, and (iv) performing retrospective review on closed projects and investigating budget to actual variances (if any). d. Assessing the reasonableness of project margins and changes in estimated costs to complete and investigating reasons for changes. /s/ BDO USA, LLP We have served as the Company's auditor since 2015. San Jose, California September 14, 2022 50 Table of Contents Report of Independent Registered Public Accounting Firm Stockholders and Board of Directors Aviat Networks, Inc. Austin, Texas Opinion on Internal Control over Financial Reporting We have audited Aviat Networks, Inc.’s (the “Company’s”) internal control over financial reporting as of July 1, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 14, 2022, based on the COSO criteria . We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of July 1, 2022 and July 2, 2021, the related consolidated statements of operations, comprehensive (loss) income, equity, and cash flows for each of the three fiscal years in the period ended July 1, 2022, the related notes and the financial statement schedule - Valuation and Qualifying Accounts and our report dated September 14, 2022 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ BDO USA, LLP 51 Table of Contents San Jose, California September 14, 2022 52 Table of Contents AVIAT NETWORKS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Fiscal Year Ended (In thousands, except per share amounts) July 1, 2022 July 2, 2021 July 3, 2020 Revenues: Revenue from product sales $ 208,100 $ 185,787 $ 153,793 Revenue from services 94,859 89,124 84,849 Total revenues 302,959 274,911 238,642 Cost of revenues: Cost of product sales 132,404 113,055 95,321 Cost of services 61,320 59,241 58,625 Total cost of revenues 193,724 172,296 153,946 Gross margin 109,235 102,615 84,696 Operating expenses: Research and development expenses 22,596 21,810 19,284 Selling and administrative expenses 57,656 56,324 57,985 Restructuring charges 238 2,271 4,049 Total operating expenses 80,490 80,405 81,318 Operating income 28,745 22,210 3,378 Other income, net 1,690 230 331 Income before income taxes 30,435 22,440 3,709 Provision for (benefit from) income taxes 9,275 ( 87,699 ) 3,452 Net income $ 21,160 $ 110,139 $ 257 Net income per share: Basic $ 1.89 $ 9.98 $ 0.02 Diluted $ 1.79 $ 9.42 $ 0.02 Weighted average shares outstanding: Basic 11,167 11,036 10,782 Diluted 11,820 11,688 10,936 See accompanying Notes to Consolidated Financial Statements 53 Table of Contents AVIAT NETWORKS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Fiscal Year Ended (In thousands) July 1, 2022 July 2, 2021 July 3, 2020 Net income $ 21,160 $ 110,139 $ 257 Other comprehensive (loss) income: Net change in cumulative translation adjustment, net of tax ( 1,702 ) 642 ( 2,233 ) Other comprehensive (loss) income ( 1,702 ) 642 ( 2,233 ) Comprehensive income (loss) $ 19,458 $ 110,781 $ ( 1,976 ) See accompanying Notes to Consolidated Financial Statements 54 Table of Contents AVIAT NETWORKS, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share and par value amounts) July 1, 2022 July 2, 2021 ASSETS Current Assets: Cash and cash equivalents $ 36,877 $ 47,942 Marketable securities 10,893 — Accounts receivable, net 73,168 48,135 Unbilled receivables 45,857 37,521 Inventories 25,394 23,436 Customer service inventories 1,775 1,431 Asset held for sale — 2,218 Other current assets 12,437 9,556 Total current assets 206,401 170,239 Property, plant and equipment, net 8,887 11,701 Deferred income taxes 95,412 103,467 Right of use assets 2,759 3,816 Other assets 10,445 8,430 TOTAL ASSETS $ 323,904 $ 297,653 LIABILITIES AND EQUITY Current Liabilities: Accounts payable $ 42,394 $ 32,405 Accrued expenses 26,451 28,154 Short-term lease liabilities 513 769 Advance payments and unearned revenue 33,740 32,304 Restructuring liabilities 1,381 2,737 Total current liabilities 104,479 96,369 Unearned revenue 8,920 8,592 Long-term lease liabilities 2,412 3,223 Other long-term liabilities 273 356 Reserve for uncertain tax positions 5,504 5,164 Deferred income taxes 563 614 Total liabilities 122,151 114,318 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; 11,160,160 and 11,153,445 shares issued and outstanding as of July 1, 2022 and July 2, 2021, respectively 112 112 Treasury stock 194,943 and 19,587 shares as of July 1, 2022 and July 2, 2021, respectively ( 6,147 ) ( 787 ) Additional paid-in-capital 823,259 818,939 Accumulated deficit ( 599,442 ) ( 620,602 ) Accumulated other comprehensive loss ( 16,029 ) ( 14,327 ) Total equity 201,753 183,335 TOTAL LIABILITIES AND EQUITY $ 323,904 $ 297,653 See accompanying Notes to Consolidated Financial Statements 55 Table of Contents AVIAT NETWORKS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Fiscal Year Ended (In thousands) July 1, 2022 July 2, 2021 July 3, 2020 Operating Activities Net income $ 21,160 $ 110,139 $ 257 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of property, plant and equipment 4,463 5,383 4,387 Provision for (recovery from) uncollectible receivables ( 23 ) 171 23 Share-based compensation 3,834 2,921 1,686 Deferred tax assets, net 8,004 ( 90,599 ) ( 172 ) Charges for inventory and customer service inventory write-downs 1,735 1,452 945 Loss on disposition of property, plant and equipment, net 11 6 56 Noncash lease expense 1,057 ( 342 ) 4,416 Net gain on marketable securities ( 2,614 ) — — Gains on sale of assets held for sale ( 66 ) — — Changes in operating assets and liabilities: Accounts receivable ( 25,719 ) ( 4,232 ) 7,043 Unbilled receivables ( 8,725 ) ( 8,579 ) ( 304 ) Inventories ( 2,508 ) ( 9,987 ) ( 5,651 ) Customer service inventories ( 1,393 ) ( 1,104 ) ( 1,023 ) Accounts payable 10,503 580 ( 3,122 ) Accrued expenses 876 1,767 4,285 Advance payments and unearned revenue 1,713 10,560 6,304 Income taxes payable or receivable ( 1,620 ) 159 1,978 Other assets and liabilities ( 6,832 ) ( 997 ) ( 3,615 ) Change in lease liabilities ( 1,067 ) — — Net cash provided by operating activities 2,789 17,298 17,493 Investing Activities Payments for acquisition of property, plant and equipment ( 1,792 ) ( 2,847 ) ( 4,608 ) Purchase of marketable securities ( 8,279 ) — — Proceeds from sale of asset held for sale 2,284 — — Net cash used in investing activities ( 7,787 ) ( 2,847 ) ( 4,608 ) Financing Activities Proceeds from borrowings — — 41,911 Repayments of borrowings — ( 9,000 ) ( 41,911 ) Payments for repurchase of common stock — — ( 1,772 ) Payments for repurchase of common stock - treasury shares ( 5,362 ) ( 787 ) — Payments for taxes related to net settlement of equity awards ( 541 ) ( 167 ) ( 802 ) Proceeds from issuance of common stock under employee stock plans and exercises of stock options 1,029 1,906 29 Net cash used in financing activities ( 4,874 ) ( 8,048 ) ( 2,545 ) 56 Table of Contents Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 1,222 ) ( 77 ) ( 669 ) Net (decrease) increase in cash, cash equivalents, and restricted cash ( 11,094 ) 6,326 9,671 Cash, cash equivalents, and restricted cash, beginning of year 48,198 41,872 32,201 Cash, cash equivalents, and restricted cash, end of year $ 37,104 $ 48,198 $ 41,872 Fiscal Year Ended (In thousands) July 1, 2022 July 2, 2021 July 3, 2020 Non-cash investing activities: Unpaid property, plant and equipment $ 95 $ 228 $ 277 Supplemental disclosures of cash flow information: Cash paid for interest $ — $ 4 $ 60 Cash (received) paid for income taxes, net $ 1,241 $ ( 2,119 ) $ 1,057 See accompanying Notes to Consolidated Financial Statements 57 Table of Contents AVIAT NETWORKS, INC. CONSOLIDATED STATEMENTS OF EQUITY Common Stock Treasury Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholders’ Equity (In thousands, except share amounts) Shares $ Amount Shares $ Amount Balance as of June 28, 2019 10,719,390 $ 108 — $ — $ 815,142 $ ( 730,998 ) $ ( 12,736 ) $ 71,516 Net income — — — — — 257 — 257 Other comprehensive (loss), net of tax — — — — — — ( 2,233 ) ( 2,233 ) Issuance of common stock under employee stock plans 450,112 4 — — 25 — — 29 Shares withheld for taxes related to vesting of equity awards ( 112,482 ) ( 2 ) — — ( 800 ) — — ( 802 ) Stock repurchase ( 256,046 ) ( 2 ) — — ( 1,770 ) — — ( 1,772 ) Share-based compensation — — — — 1,686 — — 1,686 Balance as of July 3, 2020 10,800,974 108 — — 814,283 ( 730,741 ) ( 14,969 ) 68,681 Net income — — — — — 110,139 — 110,139 Other comprehensive income, net of tax — — — — — — 642 642 Issuance of common stock under employee stock plans 393,724 4 — — 1,902 — — 1,906 Shares withheld for taxes related to vesting of equity awards ( 13,366 ) — — — ( 167 ) — — ( 167 ) Stock repurchase ( 27,887 ) — 19,587 ( 787 ) — — — ( 787 ) Share-based compensation — — — — 2,921 — — 2,921 Balance as of July 2, 2021 11,153,445 112 19,587 ( 787 ) 818,939 ( 620,602 ) ( 14,327 ) 183,335 Net income — — — — — 21,160 — 21,160 Other comprehensive (loss), net of tax — — — — — — ( 1,702 ) ( 1,702 ) Issuance of common stock under employee stock plans 198,143 2 — — 1,029 — — 1,031 Shares withheld for taxes related to vesting of equity awards ( 16,072 ) — — — ( 543 ) — — ( 543 ) Stock repurchase ( 175,356 ) ( 2 ) 175,356 ( 5,360 ) — — — ( 5,362 ) Share-based compensation — — — — 3,834 — — 3,834 Balance as of July 1, 2022 11,160,160 $ 112 194,943 $ ( 6,147 ) $ 823,259 $ ( 599,442 ) $ ( 16,029 ) $ 201,753 See accompanying Notes to Consolidated Financial Statements 58 Table of Contents AVIAT NETWORKS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. The Company and Summary of Significant Accounting Policies The Company We design, manufacture and sell 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 and license-exempt applications, supporting new network deployments, network expansion, and capacity upgrades. We were incorporated in Delaware in 2006 to combine the businesses of Harris Corporation’s Microwave Communications Division (“MCD”) and Stratex Networks, Inc. (“Stratex”). On January 28, 2010, we changed our corporate name from Harris Stratex Networks, Inc. to Aviat Networks, Inc. (“the Company”, “Aviat Networks,” “Aviat”, “we,” “us,” and “our”) to more effectively reflect our business and communicate our brand identity to customers. Additionally, the change of our corporate name was to comply with the termination of the Harris Corporation (“Harris”) trademark licensing agreement resulting from the spin-off by Harris of its interest in our stock to its stockholders in May 2009. Basis of Presentation The consolidated financial statements include the accounts of Aviat Networks and its wholly-owned and majority owned subsidiaries. Significant intercompany transactions and accounts have been eliminated. Our fiscal year ends on the Friday nearest June 30. This was July 1, for fiscal 2022, July 2, for fiscal 2021 and July 3, for fiscal 2020. Fiscal 2022 and 2021 presented 52 weeks while fiscal 2020 included 53 weeks . In these notes to consolidated financial statements, we refer to our fiscal years as “fiscal 2022”, “fiscal 2021” and “fiscal 2020.” Stock Split On April 7, 2021 we effected a two -for-one stock split in the form of a stock dividend to shareholders of record as of April 1, 2021. Common stock, Additional paid-in-capital, per share and equity award amounts for all periods presented have been retrospectively reclassified to reflect the two -for-one stock split in the form of a stock dividend. Use of Estimates The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States (“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 and uncertainties in income taxes. Cash, Cash Equivalents and Restricted Cash We consider all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents are carried at amortized cost, which approximates fair value due to the short-term nature of these investments. Investments with an original maturity of greater than three months are accounted for as short-term investments and are classified as such at the time of purchase. We hold cash and cash equivalents at several major financial institutions, which often significantly exceed Federal Deposit Insurance Corporation insured limits. However, a substantial portion of the cash equivalents is invested in prime money market funds which are backed by the securities in the fund. As of July 1, 2022 and July 2, 2021, all of our high-quality marketable debt securities were invested in prime money market funds. 59 Table of Contents Cash and cash equivalents that are restricted as to withdrawal or usage under the terms of contractual agreements are recorded as restricted cash. Our long-term restricted cash included the cash balance in our disability insurance voluntary plan account that cannot be used by us for any operating purposes other than to pay benefits to the insured employees and was recorded in other assets on our consolidated balance sheets and the corresponding liabilities were included in other long-term liabilities on our consolidated balance sheets. Significant Concentrations We typically invoice our customers for the sales order (or contract) value of the related products delivered at various milestones, including order receipt, shipment, installation and acceptance and for services when rendered. Our trade receivables are derived from sales to customers located in North America, Africa, Europe, the Middle East, Asia-Pacific and Latin America. Accounts receivable is presented net of allowance for estimated uncollectible accounts to reflect any loss anticipated on the collection of accounts receivable balances. We calculate the allowance based on our history of write-offs, level of past due accounts and the economic status of the customers. The fair value of our accounts receivable approximates their net realizable value. We regularly require letters of credit from certain customers and, from time to time, we discount these letters of credit issued by customers through various financial institutions. The discounting of letters of credit depends on many factors, including the willingness of financial institutions to discount the letters of credit and the cost of such arrangements. Under these arrangements, collection risk is fully transferred to the financial institutions. We record the financing charges on discounting these letters of credit as interest expense. During fiscal 2022, Motorola accounted for 13 % of our total revenue. During fiscal 2021 and 2020 there were no customers that accounted for more than 10% of our total revenue. As of July 1, 2022 and July 2, 2021, MTN Group accounted for approximately 17 % and 14 %, respectively, of our accounts receivable. Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash equivalents, marketable debt securities, trade accounts receivable and financial instruments used in foreign currency hedging activities. We invest our excess cash primarily in prime money market funds and certificates of deposit. We are exposed to credit risks related to such instruments in the event of default or decrease in credit-worthiness of the issuers of the investments. Risks associated with cash and cash equivalents, and investments are mitigated by banking with, and investing in, creditworthy institutions. We perform ongoing credit evaluations of our customers and generally do not require collateral on accounts receivable, as the majority of our customers are large, well-established companies. However, in certain circumstances, we may require letters of credit, additional guarantees or advance payments. We maintain allowances for collection losses, but historically have not experienced any significant losses related to any particular geographic area. Our customers are primarily in the telecommunications industry, so our accounts receivable are concentrated within one industry and exposed to concentrations of credit risk within that industry. Accounts receivable are written off when attempts to collect outstanding amounts have been exhausted or there are other indicators that the amounts are no longer collectible. We rely on third parties to manufacture our products and we purchase raw materials from third-party vendors. In addition, we purchase certain strategic component inventory which is consigned to our third-party manufacturers. Other components included in our products are sourced from various suppliers and are principally industry standard parts and components that are available from multiple vendors. The inability of a contract manufacturer or supplier to fulfill our supply requirements or changes in their financial or business condition could disrupt our ability to supply quality products to our customers, and thereby may have a material adverse effect on our business and operating results. We have entered into agreements relating to our foreign currency contracts with Silicon Valley Bank, a multinational financial institution. The amounts subject to credit risk arising from the possible inability of any such parties to meet the terms of their contracts are generally limited to the amounts, if any, by which such party’s obligations exceed our obligations to that party. Inventories Inventories are valued at the lower of cost and net realizable value. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Cost is determined using standard cost, which approximates actual cost on a weighted-average first-in- 60 Table of Contents first-out basis. We regularly review inventory quantities on hand and record adjustments to reduce the cost of inventory for excess and obsolete inventory based primarily on our estimated forecast of product demand and production requirements. Inventory adjustments are measured as the difference between the cost of the inventory and net realizable value based upon assumptions about future demand and charged to the provision for inventory, which is a component of cost of sales. At the point of the loss recognition, a new, lower-cost basis for that inventory is established, and any subsequent improvements in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Customer Service Inventories Our customer service inventories are stated at the lower of cost and net realizable value. We carry service parts because we generally provide product warranty for 12 to 36 months and earn revenue by providing enhanced and extended warranty and repair service during and beyond this warranty period. Customer service inventories consist of both component parts, which are primarily used to repair defective units, and finished units, which are provided for customer use permanently or on a temporary basis while the defective unit is being repaired. We record adjustments to reduce the carrying value of customer service inventories to their net realizable value. Factors influencing these adjustments include product life cycles, end of service life plans and volume of enhanced or extended warranty service contracts. Estimates of net realizable value involve significant estimates and judgments about the future, and revisions would be required if these factors differ from our estimates. Property, Plant and Equipment Property, plant and equipment are stated on the basis of cost less accumulated depreciation and amortization. We capitalize costs of software, consulting services, hardware and other related costs incurred to purchase or develop internal-use software. We expense costs incurred during preliminary project assessment, re-engineering, training and application maintenance. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are amortized on the straight-line method over the shorter of the remaining lease term or the estimated useful life of the improvements. The useful lives of the assets are generally as follows: Buildings 40 years Leasehold improvements 2 to 10 years Software 3 to 5 years Machinery and equipment 2 to 5 years Expenditures for maintenance and repairs are charged to expense as incurred. Cost and accumulated depreciation of assets sold or retired are removed from the respective property accounts, and any gain or loss is reflected in the consolidated statements of operations. Impairment of Long-Lived Assets We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets. If impairment exists, the impairment loss is measured and recorded based on discounted estimated future cash flows. In estimating future cash flows, assets are grouped at the lowest levels for which there are identifiable cash flows that are largely independent of cash flows from other asset groups. Our estimate of future cash flows is based upon, among other things, certain assumptions about expected future operating performance, growth rates and other factors. The actual cash flows realized from these assets may vary significantly from our estimates due to increased competition, changes in technology, fluctuations in demand, consolidation of our customers, reductions in average selling prices and other factors. Assumptions underlying future cash flow estimates are therefore subject to significant risks and uncertainties. Warranties On product sales, we provide for future warranty costs upon product delivery. The specific terms and conditions of those warranties vary depending upon the product sold and the country in which we do business. In the case of 61 Table of Contents products sold by us, our warranties generally start from the delivery date and continue for one to three years , depending on the terms. Many of our products are manufactured to customer specifications and their acceptance is based on meeting those specifications. Factors that affect our warranty liabilities include the number of product units subject to warranty protection, historical experience and management’s judgment regarding anticipated rates of warranty claims and cost per claim. We assess the adequacy of our recorded warranty liabilities every quarter and make adjustments to the liabilities as necessary. Leases We lease 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. In addition, some of these leases have renewal options for up to 3 years. We determine if an arrangement contains a lease at inception. These operating leases are included in Right of use assets (ROU assets) on our July 1, 2022 consolidated balance sheets and represent our right to use the underlying asset for the lease term. Our obligation to make lease payments are included in "Short-term lease liabilities" and "Long-term lease liabilities" on our July 1, 2022 consolidated balance sheets. We have not entered into any financing leases during fiscal 2022. Operating lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we used the incremental borrowing rate based on the remaining lease term at commencement date in determining the present value of future payments. The operating lease ROU assets also include any lease payments made and exclude lease incentives and initial direct costs incurred. Variable lease payments are expensed as incurred and are not included within the ROU asset and lease liability calculation. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Certain of our lease arrangements include non-lease components and we account for non-lease components together with lease components for all such lease arrangements. Leases with an initial term of 12 months or less are not recorded on our consolidated balance sheets. We recognize lease expense for these leases on a straight-line basis over the lease term. Foreign Currency Translation The functional currency of our subsidiaries located in the United Kingdom, Singapore, Mexico, Algeria and New Zealand is the United States (“U.S.”) dollar. Determination of the functional currency is dependent upon the economic environment in which an entity operates as well as the customers and suppliers the entity conducts business with. Changes in facts and circumstances may occur which could lead to a change in the functional currency of that entity. Accordingly, all of the monetary assets and liabilities of these subsidiaries are re-measured into U.S. dollars at the current exchange rate as of the applicable balance sheet date, and all non-monetary assets and liabilities are re-measured at historical rates. Income and expenses are re-measured at the average exchange rate prevailing during the period. Gains and losses resulting from the re-measurement of these subsidiaries’ financial statements are included in the consolidated statements of operations. Our other international subsidiaries use their respective local currency as their functional currency. Assets and liabilities of these subsidiaries are translated at the local current exchange rates in effect at the balance sheet date, and income and expense accounts are translated at the average exchange rates during the period. The resulting translation adjustments are included in accumulated other comprehensive loss. Gains and losses resulting from foreign exchange transactions and revaluation of monetary assets and liabilities in non-functional currencies are included in other income, net in the accompanying consolidated statements of operations, based on the nature of the transactions. Net foreign exchange (loss) gains recorded in our consolidated statements of operations during fiscal 2022, 2021 and 2020 were $( 1.1 ) million, $( 1.0 ) million, and $ 0.4 million, respectively. 62 Table of Contents Retirement Benefits As of July 1, 2022, we provided retirement benefits to substantially all employees primarily through our defined contribution retirement plans. These plans have matching and savings elements. Contributions by us to these retirement plans are based on profits and employees’ savings with no other funding requirements. Contributions to retirement plans are expensed as incurred. Retirement plan expense amounted to $ 1.9 million, $ 1.8 million and $ 1.7 million in fiscal 2022, 2021 and 2020, respectively. Revenue Recognition Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, we recognize revenue by applying the following five-step approach: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, we satisfy a performance obligation. See Note 3 for additional discussion on revenue recognition. Cost of Product Sales and Services Cost of sales consists primarily of materials, labor and overhead costs incurred internally and amounts incurred for contract manufacturers to produce our products, personnel and other implementation costs incurred to install our products and train customer personnel, and customer service and third party original equipment manufacturer costs to provide continuing support to our customers. Shipping and handling costs are included as a component of costs of product sales in our consolidated statements of operations because they are also included in revenue that we bill our customers. Advertising Costs We expense all advertising costs as incurred. Advertising costs were immaterial during fiscal 2022, 2021 and 2020. Presentation of Transactional Taxes Collected from Customers and Remitted to Government Authorities We present transactional taxes such as sales and use tax collected from customers and remitted to governmental authorities on a net basis. Research and Development Costs Our research and development costs, which include costs in connection with new product development, improvement of existing products, process improvement, and product use technologies, are generally charged to operations in the period in which they are incurred. For certain software projects under development, we capitalize the development costs during the period between determining technological feasibility of the product and commercial release and are included in Other assets on the consolidated balance sheet. We amortize the capitalized development cost upon commercial release, generally over three years . To date, the amount of development costs capitalized and amount amortized have not been material. Share-Based Compensation We estimate the grant date fair value of our share-based awards and amortize this fair value to compensation expense over the requisite service period or vesting term. To estimate the fair value of our stock option awards, we use the Black-Scholes option pricing model. The determination of the fair value of stock option awards on the date of grant using an option pricing model is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the expected term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rate and expected dividends. Due to the inherent limitations of option valuation models, including consideration of future events that are unpredictable and the estimation process utilized in determining the valuation of the share-based awards, the ultimate value realized by our employees may vary significantly from the amounts expensed in our financial statements. For restricted stock awards and units and performance share awards and units, we measure the grant date fair value based upon the market price of our common stock on the date of the grant. The fair value of each market-based stock unit with market conditions was estimated using the Monte-Carlo simulation model. We elected to account for forfeitures as they occur. 63 Table of Contents We generally recognize compensation cost for share-based payment awards on a straight-line basis over the requisite service period. For an award that has a graded vesting schedule, compensation expense is recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards. The amount of compensation cost recognized at any date must at least equal the portion of the grant-date value of the award that is vested at that date. For awards with a performance condition vesting feature, we recognize share-based compensation costs for the performance awards and units when achievement of the performance conditions is considered probable. Any previously recognized compensation cost would be reversed if the performance condition is not satisfied or if it is not probable that the performance conditions will be achieved. For awards with a market condition vesting feature, we recognize share-based compensation costs over the period the requisite service is rendered, regardless of when, if ever, the market condition is satisfied. Restructuring Charges Our restructuring charges represent expenses incurred in connection with certain cost reduction programs that we have implemented, and consisted of the costs of employee termination costs, lease and other contract termination charges and other costs of exiting activities or geographies. A liability for costs associated with an exit or disposal activity is measured at its fair value when the liability is incurred. Expenses for one-time termination benefits are recognized at the date we notify the employee, unless the employee must provide future service, in which case the benefits are expensed ratably over the future service period. We recognize severance benefits provided as part of an ongoing benefit arrangement when the payment is probable, and the amounts can be reasonably estimated. Liabilities related to termination of an operating lease or contract are measured and recognized at fair value when the contract does not have any future economic benefit to the entity and the fair value of the liability is determined based on the present value of the remaining lease obligations, adjusted for the effects of deferred items recognized under the lease, and reduced by estimated sublease rentals that could be reasonably obtained for the property. The assumptions in determining such estimates include anticipated timing of sublease rentals and estimates of sublease rental receipts and related costs based on market conditions. We expense all other costs related to an exit or disposal activity as incurred. Income Taxes and Related Uncertainties We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are determined based on the estimated future tax effects of temporary differences between the financial statement and tax basis of assets and liabilities, as measured by tax rates at which temporary differences are expected to reverse as well as operating loss and tax credit carry forwards. Deferred tax expense (benefit) is the result of changes in deferred tax assets and liabilities. A valuation allowance is established to offset any deferred tax assets if, based upon the available information, it is more likely than not that some or all of the deferred tax assets will not be realized. We are required to compute our income taxes in each federal, state, and foreign jurisdiction in which we operate. This process requires that we estimate the current tax exposure as well as assess temporary differences between the accounting and tax treatment of assets and liabilities, including items such as accruals and allowances not currently deductible for tax purposes as well as operating loss and tax credit carry forwards. The income tax effects of the differences we identify are classified as current or long-term deferred tax assets and liabilities in our consolidated balance sheets. Our judgments, assumptions, and estimates relative to the current provision for income taxes take into account current tax laws, our interpretation of current tax laws, and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. Changes in tax laws or our interpretation of tax laws and the resolution of current and future tax audits could significantly impact the amounts provided for income taxes in our consolidated balance sheets and consolidated statements of operations. We must also assess the likelihood that deferred tax assets will be realized from future taxable income and, based on this assessment, establish a valuation allowance, if required. Our determination of our valuation allowance is based upon a number of assumptions, judgments, and estimates, including forecasted earnings, future taxable income, and the relative proportions of revenue and income before taxes in the various domestic and international jurisdictions in which we operate. To the extent we establish a valuation allowance or change the valuation allowance in a period, we reflect the change with a corresponding increase or decrease to our tax provision in our consolidated statements of operations. We use a two-step process to determine the amount of tax benefit to be recognized for uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires us to estimate and measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. It is inherently difficult and subjective to estimate such 64 Table of Contents amounts, as this requires us to determine the probability of various possible outcomes. We reevaluate these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the period. Accounting Standards Adopted In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 of goodwill, separate entity financial statements and interim recognition of enactment of tax laws and rate changes. ASU 2019-12 became effective for us in our first quarter of fiscal 2022. 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 will be effective through December 31, 2022. We are currently evaluating the potential impact of ASU 2020-04 will have on our 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 2023, and earlier adoption is permitted. We are evaluating the impact adopting Topic 326 will have on our consolidated financial statements. Note 2. Net Income per Share of Common Stock Net income 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. 65 Table of Contents The following table presents the computation of basic and diluted net income per share attributable to our common stockholders: Fiscal Year (In thousands, except per share amounts) 2022 2021 2020 Numerator: Net income $ 21,160 $ 110,139 $ 257 Denominator: Weighted average shares outstanding, basic 11,167 11,036 10,782 Effect of potentially dilutive equivalent shares 653 652 154 Weighted average shares outstanding, diluted 11,820 11,688 10,936 Net income per share: Basic $ 1.89 $ 9.98 $ 0.02 Diluted $ 1.79 $ 9.42 $ 0.02 The following table summarizes the weighted-average equity awards that were excluded from the diluted net income per share calculations since they were antidilutive: Fiscal Year (In thousands) 2022 2021 2020 Stock options 114 8 356 Restricted stock units and performance stock units 72 4 2 Total shares of common stock excluded 186 12 358 Note 3. Revenue Recognition We recognize revenue by applying the following five-step approach: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, we satisfy a performance obligation. Contracts and customer purchase orders are used to determine the existence of an arrangement. Many of the Company’s arrangements with customers contain multiple performance obligations and therefore promises to provide multiple goods and services. The Company evaluates each promised good and service in a contract to determine whether it represents a distinct performance obligation or should be accounted for as a combined performance obligation. For goods and services determined to be distinct we have concluded that they provide a benefit to the customer either on their own or together with other resources that are readily available to the customer, without having the need for significant integration or customization. Revenue from product sales, recognized at a point-in-time, is generated predominately from the sales of products manufactured by third-party manufacturers to whom we have outsourced our manufacturing processes. Printed circuit assemblies, mechanical housings, and packaged modules are manufactured by contract manufacturing partners, with periodic business reviews of material levels and obsolescence. Product assembly, product testing, complete system integration, and system testing may either be performed within our own facilities or at the locations of our third-party manufacturers. Revenue from services includes certain network planning and design, engineering, installation and commissioning (“field services”), extended warranty, customer support, consulting, training, and education. Maintenance and support services are generally offered to our customers and recognized over a specified period of time and from sales and subsequent renewals of maintenance and support contracts. The network planning and design, engineering and installation related services noted are recognized based on an over-time recognition model using the cost-input method. Certain judgment is required when estimating total contract costs and progress to completion on the over-time arrangements, as well as whether a loss is expected to be incurred on the contract. The cost estimation process for these 66 Table of Contents contracts is based on the knowledge and experience of the Company’s project managers, engineers, and financial professionals. Changes in job performance and job conditions are factors that influence estimates of the total costs to complete those contracts and the Company’s revenue recognition. If circumstances arise that change the original estimates of revenues, costs, or extent of progress toward completion, revisions to the estimates are made in a timely manner. These revisions may result in increases or decreases in estimated revenues or costs, and such revisions are reflected in income in the period in which the circumstances that gave rise to the revision become known to us. We perform ongoing profitability analysis of our service contracts accounted for under this method to determine whether the latest estimates of revenues, costs, and profits require updating. In rare circumstances if these estimates indicate that the contract will be unprofitable, the entire estimated loss for the remainder of the contract is recorded immediately. We establish billing terms at the time project deliverables and milestones are agreed. Revenues recognized in excess of the amounts invoiced to clients are classified as unbilled receivables and if invoicing is ahead of revenue recognized it is classified as an unearned liability on the consolidated balance sheets. In addition, shipping documents and customer acceptances, when applicable, are used to verify delivery and transfer of control. We typically satisfy our performance obligations upon shipment or delivery of product depending on the contractual terms. Payment terms to customers generally range from net 30 to 120 days from invoice, which are considered to be standard payment terms. Revenue recognition does not necessarily follow payment terms as there are a number of scenarios where they would be different. Recognition follows contractual terms and those vary depending on the nature of the performance obligation being satisfied. These timing differences result in contract assets and liabilities as discussed below. We assess our ability to collect from our customers based primarily on the creditworthiness and past payment history of the customer. While our customers do not have the right of return, we reserve for estimated product returns as an offset to revenue based primarily on historical trends. Actual product returns may be different than what was estimated. These factors and unanticipated changes in economic and industry condition could make actual results differ from our return estimates. We present transactional taxes such as sales and use tax collected from customers and remitted to government authorities on a net basis. Bill-and-Hold Sales Certain customer arrangements consist of bill-and-hold characteristics under which transfer of control has been met (including the passing of title and significant risk and reward of ownership to the customers). Therefore, the customers can direct the use of the bill-and-hold inventory while we retain physical possession of the product until it is installed at a customer site at a point in time in the future. Termination Rights The contract term is determined on the basis of the period over which the parties to the contract have present enforceable rights and obligations. Certain customer contracts include a termination for convenience clause that allows the customer to terminate services without penalty, upon advance notification. We concluded that the duration of support contracts does not extend beyond the non-cancellable portion of the contract. Variable Consideration The consideration associated with customer contracts is generally fixed. Variable consideration includes discounts, rebates, refunds, credits, incentives, penalties, or other similar items. The amount of consideration that can vary is not a substantial portion of total consideration. Variable consideration estimates are re-assessed at each reporting period until a final outcome is determined. The changes to the original transaction price due to a change in estimated variable consideration are applied on a retrospective basis, with the adjustment recorded in the period in which the change occurs. Changes to variable consideration are tracked and material changes disclosed. Stand-alone Selling Price Stand-alone selling price is the price at which an entity would sell a good or service on a stand-alone (or separate) basis at contract inception. Under the model, the observable price of a good or service sold separately provides the best evidence of stand-alone selling price. However, in certain situations, stand-alone selling prices will not be readily observable and the entity must estimate the stand-alone selling price. 67 Table of Contents When allocating on a relative stand-alone selling price basis, any discount provided in the contract is allocated proportionately to all of the performance obligations in the contract. The majority of products and services that we offer have readily observable selling prices. For products and services that do not, we estimate stand-alone selling price using the market assessment approach based on expected selling price and adjust those prices as necessary to reflect our costs and margins. As part of our stand-alone selling price policy, we review product pricing on a periodic basis to identify any significant changes and revise our expected selling price assumptions as appropriate. Shipping and Handling Shipping and handling costs are included as a component of costs of product sales in our consolidated statements of operations because they are also included in revenue that we bill our customers. Costs to Obtain a Contract We have assessed the treatment of costs to obtain or fulfill a contract with a customer. Under ASC 606, we capitalize sales commissions related to multi-year service contracts, and amortize the asset over the period of benefit, which is the estimated service period. Sales commissions paid on contract renewals, including service contract renewals, is commensurate with the sales commissions paid on the initial contracts. The capitalized sales commissions are included in Other Current Assets and Other Assets on the consolidated balance sheets. We have not identified any impairments during the periods presented. We elected the practical expedient to expense sales commissions as incurred when the amortization period of the related asset is one year or less. These costs are recorded as sales and marketing expense and included in our consolidated balance sheet as accrued expenses until paid. Our amortization expense was not material for the fiscal years ended July 1, 2022, July 2, 2021 and July 3, 2020. Contract Balances, Performance Obligations, and Backlog The following table provides information about receivables and liabilities from contracts with customers (in thousands): July 1, 2022 July 2, 2021 Contract Assets Accounts receivable, net $ 73,168 $ 48,135 Unbilled receivables $ 45,857 $ 37,521 Capitalized commissions $ 2,341 $ 1,720 Contract Liabilities Advance payments and unearned revenue $ 33,740 $ 32,304 Unearned revenue, long-term $ 8,920 $ 8,592 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). The Contract Asset balance has continued to grow as we continue to execute on large North American over time projects and International projects that carry notably longer payment terms. From time to time, we may experience unforeseen events that could result in a change to the scope or price associated with an arrangement. We would 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 July 1, 2022, we had $ 42.7 million in advance payments and unearned revenue and long-term unearned revenue, of which approximately 60 % is expected to be recognized as revenue in fiscal 2023 and the remainder thereafter. During fiscal years 2022 and 2021, we recognized approximately $ 23.3 million and $ 21.9 million respectively, that was included in advance payments and unearned revenue at the beginning of each reporting period. Remaining Performance Obligations 68 Table of Contents We elect the practical consideration to exclude performance obligations that relate to contracts with original expected durations of one year or less. As our product purchase orders are generally delivered within one year or less and our maintenance and support service contracts can be terminated without substantive termination penalties resulting in contracts with less than one year of duration, these performance obligations have been excluded from the remaining performance obligation amounts. The aggregate amount of transaction price allocated to the remaining unsatisfied performance obligations (or partially unsatisfied) was approximately $ 97.0 million at July 1, 2022 relating to our long-term field service projects. Of this amount, we expect to recognize approximately 50 % as revenue during fiscal 2023, with the remaining amount to be recognized as revenue beyond 12 months. Note 4. Leases We lease facilities under non-cancelable operating lease agreements. These leases have original terms that range from one to 20 years and may contain leasehold improvement incentives, rent holidays and escalation clauses. In addition, some of these leases have renewal options for up to 3 years. We lease office space in Austin, Texas as our corporate headquarters with an original term of 36 months. We determine if an arrangement contains a lease at inception. These operating leases are included in "Right of use assets" (ROU assets) on our July 1, 2022 consolidated balance sheet and represent our right to use the underlying asset for the lease term. Our obligation to make lease payments are included in "Short-term lease liabilities" and "Long-term lease liabilities" on our July 1, 2022 consolidated balance sheet. We have not entered into any financing leases during fiscal 2022. Operating lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we used the incremental borrowing rate based on the remaining lease term at commencement date in determining the present value of future payments. The operating lease ROU assets also include any lease payments made and exclude lease incentives and initial direct costs incurred. Variable lease payments are expensed as incurred and are not included within the ROU asset and lease liability calculation. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Certain of our lease arrangements include non-lease components and we account for non-lease components together with lease components for all such lease arrangements. Leases with an initial term of 12 months or less are not recorded on our consolidated balance sheets. We recognize lease expense for these leases on a straight-line basis over the lease term. As of July 1, 2022, total ROU assets were approximately $ 2.8 million, and short-term lease liabilities and long-term lease liabilities were approximately $ 0.5 million and $ 2.4 million, respectively. Cash paid for lease liabilities was $ 0.7 million for fiscal 2022. The following summarizes our lease costs, lease term and discount rate for fiscal 2022 and 2021 (in thousands): Fiscal 2022 2021 Operating lease costs $ 1,061 $ 1,213 Short-term lease costs 2,252 1,639 Variable lease costs 171 324 Total lease costs $ 3,484 $ 3,176 Other information related to our operating leases for fiscal 2022 and 2021 (in thousands, except for weighted average): 69 Table of Contents Fiscal 2022 2021 Weighted average remaining lease term 7.9 years 7.8 years Weighted average discount rate 5.6 % 5.7 % Operating lease assets obtained in exchange for operating lease liabilities $ 104 $ 1,772 Rental expense for operating leases, including rentals on a month-to-month basis was $ 3.6 million for fiscal 2022 and $ 3.3 million for each of fiscal 2021 and 2020. As of July 1, 2022, 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): Fiscal years Amount 2023 $ 667 2024 553 2025 570 2026 476 2027 169 Thereafter 1,386 Total lease payments 3,821 Less: interest ( 896 ) Present value of lease liabilities $ 2,925 Note 5. Balance Sheet Components Cash, Cash Equivalents, and Restricted Cash The following table provides a summary of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that reconciles to the corresponding amount in the Consolidated Statements of Cash Flows: (In thousands) July 1, 2022 July 2, 2021 Cash and cash equivalents $ 36,877 $ 47,942 Restricted cash included in Other assets 227 256 Total cash, cash equivalents, and restricted cash $ 37,104 $ 48,198 Accounts Receivable, net Our net accounts receivable are summarized below: (In thousands) July 1, 2022 July 2, 2021 Accounts receivable $ 74,102 $ 50,276 Less: Allowances for collection losses ( 934 ) ( 2,141 ) Total accounts receivable, net $ 73,168 $ 48,135 70 Table of Contents Inventories Our inventories are summarized below: (In thousands) July 1, 2022 July 2, 2021 Finished products $ 14,916 $ 15,409 Raw materials and supplies 10,478 8,027 Total inventories $ 25,394 $ 23,436 Consigned inventories included within raw materials $ 9,796 $ 6,570 During fiscal 2022, 2021 and 2020, we recorded charges to adjust our inventory and customer service inventory due to excess and obsolete inventory resulting from lower sales forecasts, product transitioning or discontinuance. Such charges incurred during fiscal 2022, 2021 and 2020 were classified in cost of product sales as follows: Fiscal Year (In thousands) 2022 2021 2020 Excess and obsolete inventory charges (recovery) $ 647 $ 544 $ 233 Customer service inventory write-downs 1,088 908 712 Total charges $ 1,735 $ 1,452 $ 945 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 second quarter of fiscal 2021 management initiated the sale of our facility located in the United Kingdom. We completed the sale during the third quarter of fiscal 2022 with proceeds of $ 2.3 million, reflecting a gain of $ 0.1 million. We have no additional assets held for sale. Property, Plant and Equipment, net Our property, plant and equipment, net is summarized below: (In thousands) July 1, 2022 July 2, 2021 Land $ 210 $ 210 Buildings and leasehold improvements 5,796 6,914 Software 21,368 21,370 Machinery and equipment 49,584 51,244 76,958 79,738 Less accumulated depreciation and amortization ( 68,071 ) ( 68,037 ) Total Property, Plant and Equipment, net $ 8,887 $ 11,701 Included in the total plant, property and equipment above were $ 1.2 million and $ 0.3 million of assets in progress which have not been placed in service as of July 1, 2022 and July 2, 2021, respectively. Depreciation and amortization expense related to property, plant and equipment, including amortization of internal use software was $ 4.5 million, $ 5.4 million and $ 4.4 million in fiscal 2022, 2021 and 2020, respectively. Accrued Expenses Our accrued expenses are summarized below: 71 Table of Contents (In thousands) July 1, 2022 July 2, 2021 Accrued compensation and benefits $ 11,625 $ 13,455 Accrued agent commissions 1,864 2,348 Accrued warranties 2,913 3,228 Other 10,049 9,123 $ 26,451 $ 28,154 We accrue for the estimated cost to repair or replace products under warranty. Changes in our warranty liability, which is included as a component of accrued expenses in the consolidated balance sheets, were as follows: Fiscal Year (In thousands) 2022 2021 2020 Balance as of the beginning of the fiscal year $ 3,228 $ 3,196 $ 3,323 Warranty provision recorded during the period 1,328 1,679 1,564 Consumption during the period ( 1,643 ) ( 1,647 ) ( 1,691 ) Balance as of the end of the period $ 2,913 $ 3,228 $ 3,196 Advance payments and Unearned Revenue Our advance payments and unearned revenue are summarized below: (In thousands) July 1, 2022 July 2, 2021 Advance payments $ 1,870 $ 2,445 Unearned revenue 31,870 29,859 $ 33,740 $ 32,304 Note 6. 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: • 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 July 1, 2022 and July 2, 2021 were as follows: July 1, 2022 July 2, 2021 (In thousands) Carrying Amount Fair Value Carrying Amount Fair Value Valuation Inputs Assets: Cash and cash equivalents: Money market funds $ 5,367 $ 5,367 $ 26,847 $ 26,847 Level 1 Bank certificates of deposit $ 3,682 $ 3,682 $ 3,288 $ 3,288 Level 2 Marketable securities $ 10,893 $ 10,893 $ — $ — Level 1 Liabilities: Other accrued expenses: Foreign exchange forward contracts $ 114 $ 114 $ 14 $ 14 Level 2 72 Table of Contents We classify items within Level 1 if quoted prices are available in active markets. Our Level 1 items mainly are marketable securities and money market funds purchased from major financial institutions. Our marketable securities are included in current assets on our balance sheet as they are available to be converted into cash to fund current operations. These marketable securities are publicly traded stock measured at fair value and classified within Level 1. As of July 1, 2022, these money market funds were valued at $1.00 net asset value per share by these financial institutions. 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. Foreign currency forward contracts are measured at fair value using observable foreign currency exchange rates. The assets and liabilities related to our foreign currency forward contracts were not material as of July 1, 2022 and July 2, 2021. 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 fiscal 2022, 2021 and 2020, we had no transfers between levels of the fair value hierarchy of our assets or liabilities measured at fair value. Note 7. Credit Facility and Debt On May 17, 2020, we entered into Amendment No. 4 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, 2024. 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 U.S. and Singapore entities. 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 sub limit. We may prepay loans under the SVB Credit Facility in whole or in part at any time without premium or penalty. As of July 1, 2022, available credit under the SVB Credit Facility was $ 21.7 million reflecting the calculated borrowing base of $ 25.0 million less outstanding letters of credit of $ 3.3 million. We did not borrow against the SVB Credit Facility during fiscal 2022 or 2021 and there was no borrowing outstanding as of July 1, 2022. The SVB Credit Facility carries an interest rate, at our option, computed (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 applicable prime or LIBOR rate. The SVB Credit Facility contains monthly and 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 July 1, 2022, we were in compliance with the quarterly financial covenants, as amended, contained in the SVB Credit Facility. During fiscal 2022, we terminated an uncommitted short-term line of credit from a bank in New Zealand to support the operations of our subsidiary located there. 73 Table of Contents Note 8. Restructuring Activities The following table summarizes our restructuring related activities during fiscal year 2022, 2021 and 2020: (In thousands) Severance and Benefits Facilities and Other Q4 2022 Plan Fiscal 2021 Plan Prior Years Plans Prior Years Plans Total Balance as of June 28, 2019 $ — $ — $ 1,089 $ 238 $ 1,327 Charges, net — — 4,049 — 4,049 Cash payments — — ( 2,636 ) — ( 2,636 ) Foreign currency translation (gain) loss — — — ( 2 ) ( 2 ) Balance as of July 3, 2020 — — 2,502 236 2,738 Charges, net — 2,414 ( 143 ) — 2,271 Cash payments — ( 205 ) ( 2,086 ) — ( 2,291 ) Foreign currency translation (gain) loss — — 7 12 19 Balance as of July 2, 2021 — 2,209 280 248 2,737 Charges, net 434 271 ( 231 ) ( 236 ) 238 Cash payments ( 139 ) ( 1,371 ) ( 49 ) — ( 1,559 ) Foreign currency translation (gain) loss — ( 23 ) — ( 12 ) ( 35 ) Balance as of July 1, 2022 $ 295 $ 1,086 $ — $ — $ 1,381 As of July 1, 2022, the sum of the accrual balance of $ 1.4 million was in short-term restructuring liabilities on the consolidated balance sheets. Included in the above plans for which we were carrying a provision were positions identified for termination that have not been executed from a restructuring perspective. Q4 2022 Plan During the fourth quarter of Q4 2022, our Board of Directors approved a restructuring plan (the “Q4 2022 Plan”) to restructure specific groups to optimize skill sets and align structure to execute on strategic deliverables. The Q4 2022 Plan was anticipated to entail a reduction in force of approximately 11 employees to be implemented through early fiscal year 2023, with a certain number of positions being consolidated. Fiscal 2021 Plan During the third quarter of fiscal 2021, our Board of Directors approved restructuring plans (the “Fiscal 2021 Plan”) to continue to reduce our operating costs and improve profitability as part of our transformational initiative to optimize our business model and increase efficiencies. We recorded restructuring charges of $ 2.4 million related to the Fiscal 2021 Plan in fiscal 2021. The Fiscal 2021 Plan was anticipated to entail a reduction in force of approximately 30 employees to be implemented through the end of fiscal year 2022, with a certain number of positions being consolidated and/or relocated. Q4 2020 Plan During the fourth quarter of fiscal 2020, our Board of Directors approved a restructuring plan (the “Q4 2020 Plan”) to continue 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 was completed in the second quarter of fiscal 2022. Prior Years’ Plan Activities under the Fiscal 2015-2016 Plan primarily included reductions in workforce across the Company, but primarily in operations outside the United States. Payments related to the accrued restructuring liability balance for this plan are complete. 74 Table of Contents Note 9. Stockholders’ Equity Stock Repurchase Program During the second quarter of fiscal 2022 we completed the $ 7.5 million stock repurchase program approved by our board of directors in May 2018. This repurchase program was temporarily suspended from February 2020 to February 2021. In November 2021 our board of directors approved a stock repurchase program to purchase up to $ 10.0 million of our common stock. During fiscal 2022, 2021 and 2020 we repurchased $ 5.4 million, $ 0.8 million and $ 1.8 million of our common stock in the open market respectively. As of July 1, 2022, $ 7.3 million remained available for repurchase under our November 2021 stock repurchase program. The following table summarizes the repurchase of our common stock: (In thousands, except share and per-share amounts) Shares Weighted-Average Price Paid per Share Aggregate purchase price Fiscal 2022 Treasury Shares 175,356 $ 30.57 $ 5,361 Fiscal 2021 Treasury Shares 19,587 $ 40.16 $ 787 Fiscal 2020 256,046 $ 6.91 $ 1,769 Starting in February 2021, repurchased shares were recorded as treasury stock and we do not anticipate retiring them. Treasury stock did not participate in the two -for-one stock split in the form of a stock dividend paid on April 7, 2021. All repurchased shares prior to February 2021 were retired and reflected the two -for-one stock split. As of July 1, 2022, $ 7.3 million remained available for repurchase under our November 2021 stock repurchase program. Stock Incentive Programs Stock Equity Plan At July 1, 2022, we had one stock incentive plan for our employees and non-employee directors, the 2018 Incentive Plan (the “2018 Plan”). The 2018 Plan was approved by the stockholders at the fiscal year 2017 Annual Stockholders’ Meeting and it added 500,000 shares to the equity pool of shares available to grant to employees and non-employee directors. The 2018 Plan replaced the 2007 Plan as our primary long-term incentive program (“LTIP”). The 2007 Plan was discontinued following stockholder approval of the 2018 Plan, but the outstanding awards under the 2007 Plan will continue to remain in effect in accordance with their terms; provided that, as shares are returned under the 2007 Plan upon cancellation, termination or otherwise of awards outstanding under the 2007 Plan, such shares will be available for grant under the 2018 Plan. The 2018 Plan also 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. 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. We issue new shares of our common stock to our employees upon the exercise of stock options, vesting of restricted stock awards and units or vesting of performance share awards and units. All awards that are canceled prior to vesting or expire unexercised are returned to the approved pool of reserved shares and made available for future grants under the 2018 Plan. Shares of our common stock remaining available for future issuance under the 2018 Plan totaled 932,752 as of July 1, 2022. 75 Table of Contents On March 3, 2020, 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 March 3, 2020, (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 The Plan, dated as of March 3, 2020, and amended as of August 27, 2020, 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 Code. We submitted the Plan to a stockholder vote and our stockholders voted to approve the Plan at the 2020 Annual Meeting of Stockholders. Also, on September 6, 2016, our Board of Directors adopted certain amendments to our Amended and Restated Certificate of Incorporation, as amended (the “Charter Amendments”) The Charter Amendments are designed to preserve the Tax Benefits by restricting certain transfers of our common stock. Employee Stock Purchase Plan Under the Employee Stock Purchase Plan (“ESPP”), employees are entitled to purchase shares of our common stock at a 5 % discount from the fair market value at the end of a three-month purchase period. As of July 1, 2022, 110,123 shares were reserved for future issuances under the ESPP. We issued 2,329 shares under the ESPP during fiscal 2022. Share-Based Compensation Total following table presents the compensation expense for share-based awards included in our consolidated statements of operations for fiscal 2022, 2021 and 2020: Fiscal Year (In thousands) 2022 2021 2020 By Expense Category: Cost of product sales and services $ 440 $ 372 $ 182 Research and development 246 250 112 Selling and administrative 3,148 2,299 1,392 Total share-based compensation expense $ 3,834 $ 2,921 $ 1,686 By Types of Award: Options $ 582 $ 757 $ 588 Restricted stock awards and units 1,482 857 743 Performance share awards and units and market-based stock units 1,770 1,307 355 Total share-based compensation expense $ 3,834 $ 2,921 $ 1,686 The following table summarizes the unamortized compensation expense and the remaining years over which such expense would be expected to be recognized, on a weighted-average basis, by type of award: July 1, 2022 Unamortized Expense Weighted-Average Remaining Recognition Period (In thousands) (Years) Options $ 839 1.11 Restricted stock awards and units $ 7,736 2.02 Performance share awards and units $ 2,243 1.10 76 Table of Contents Stock Options A summary of the combined stock option activity under our equity plans during fiscal 2022 is as follows: Shares Weighted-Average Exercise Price- Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value (Years) (In thousands) Options outstanding as of July 2, 2021 540,790 $ 9.55 5.38 $ 12,090 Granted 114,012 $ 33.84 Exercised ( 103,088 ) $ 9.33 Forfeited ( 81,998 ) $ 11.35 Expired — $ — Options outstanding as of July 1, 2022 469,716 $ 15.15 4.68 $ 5,599 Options vested and expected to vest as of July 1, 2022 469,716 $ 15.15 4.68 $ 5,599 Options exercisable as of July 1, 2022 111,505 $ 9.97 3.3 $ 1,693 The aggregate intrinsic value represents the total pre-tax intrinsic value or the aggregate difference between the closing price of our common stock on July 1, 2022 of $ 25.09 , and the exercise price for in-the-money options that would have been received by the optionees if all options had been exercised on July 1, 2022. Additional information related to our stock options is summarized below: Fiscal Year (In thousands) 2022 2021 2020 Intrinsic value of options exercised $ 1,624 $ 2,208 $ 3 Fair value of options vested $ 608 $ 484 $ 499 The fair value of each option grant under our 2018 Stock Plan was estimated using the Black-Scholes option pricing model on the date of grant. A summary of the significant weighted-average assumptions we used in the Black-Scholes valuation model is as follows: Fiscal Year 2022 2021 2020 Expected dividends — % — % — % Expected volatility 61.9 % 48.5 % 51.7 % Risk-free interest rate 0.4 % 0.2 % 1.7 % Expected term (in years) 3.0 3.0 4.6 The following summarizes all of our stock options outstanding and exercisable as of July 1, 2022: Options Outstanding Options Exercisable Actual Range of Exercise Prices Number Outstanding Weighted-Average Remaining Contractual Life Weighted-Average Exercise Price Number Exercisable Weighted-Average Exercise Price (Years) $ 6.42 — $ 6.42 9,826 4.88 $ 6.42 6,552 $ 6.42 $ 7.23 — $ 7.23 145,554 3.76 $ 7.23 18,668 $ 7.23 $ 8.90 — $ 8.90 40,204 2.52 $ 8.90 40,204 $ 8.90 $ 11.00 — $ 11.00 150,956 5.06 $ 11.00 40,708 $ 11.00 $ 17.25 — $ 35.97 123,176 6.01 $ 32.32 5,373 $ 24.00 469,716 4.68 $ 15.15 111,505 $ 9.97 77 Table of Contents Restricted Stock Awards and Units A summary of the status of our restricted stock as of July 1, 2022 and changes during fiscal 2022 is as follows: Shares Weighted-Average Grant Date Fair Value Restricted stock outstanding as of July 2, 2021 189,244 $ 10.46 Granted 279,588 $ 32.26 Vested and released ( 46,788 ) $ 11.57 Forfeited ( 38,787 ) $ 16.73 Restricted stock outstanding as of July 1, 2022 383,257 $ 25.59 The fair value of each restricted stock grant is based on the closing price of our common stock on the date of grant. The total grant date fair value of restricted stock that vested during fiscal 2022, 2021 and 2020 was $ 0.5 million, $ 0.5 million and $ 1.7 million, respectively. Market-Based Stock Units A summary of the status of our market-based stock units as of July 1, 2022 and changes during fiscal 2022 is as follows: Shares Weighted-Average Grant Date Fair Value Market-based stock units outstanding as of July 2, 2021 165,000 $ 11.51 Granted 46,533 38.91 Vested and released — — Forfeited ( 3,474 ) 35.97 Market-based stock units outstanding as of July 1, 2022 208,059 $ 14.54 The fair value for each market-based stock units with market condition was estimated using the Monte-Carlo simulation model. A summary of the significant weighted-average assumptions we used in the Monte-Carlo simulation model is as follows: Fiscal Year 2022 2021 Expected dividends — — Expected volatility 62.2 % - 60.0 % 53.2 % - 48.9 % Risk-free interest rate 0.37 % - 0.45 % 0.13 % - 0.19 % Weighted-average grant date fair value per share granted $ 35.56 - $ 31.88 $ 14.07 Performance Share Awards and Units A summary of the status of our performance shares awards and units as of July 1, 2022 and changes during fiscal 2022 is as follows: 78 Table of Contents Shares Weighted-Average Grant Date Fair Value Performance share awards and units outstanding as of July 2, 2021 103,328 $ 14.58 Granted — $ — Vested and released ( 45,938 ) $ 8.66 Forfeited/Cancelled ( 40,346 ) $ 9.38 Performance share awards and units outstanding as of July 1, 2022 17,044 $ 42.85 The total grant date fair value of performance share units that vested during fiscal 2022, 2021 and 2020 was $ 0.4 million, $ 0.4 million and $ 0.5 million, respectively. Note 10. 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. We conduct business globally and our sales and support activities are managed on a geographic basis. Our Chief Executive Officer is the Chief Operating Decision Maker (the “CODM”). Our CODM manages our business primarily by function globally and reviews financial information on a consolidated basis, accompanied by disaggregated information about revenues by geographic region, for purposes of allocating resources and evaluating financial performance. The profitability of our geographic regions is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company. 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 2022, 2021 and 2020 were as follows: Fiscal Year (In thousands) 2022 2021 2020 North America $ 199,801 $ 183,071 $ 151,709 Africa and Middle East 47,527 44,023 37,595 Europe 12,973 8,826 11,157 Latin America and Asia Pacific 42,658 38,991 38,181 Total Revenue $ 302,959 $ 274,911 $ 238,642 Revenue by country comprising more than 5% of our total revenue for fiscal 2022, 2021 and 2020 was as follows: (In thousands, except percentages) Revenue % of Total Revenue Fiscal 2022: United States $ 198,824 65.6 % Philippines 16,327 5.4 % Fiscal 2021: United States $ 181,842 66.1 % Fiscal 2020: United States $ 147,795 61.9 % Philippines $ 12,550 5.3 % 79 Table of Contents Our long-lived assets, consisting primarily of net property, plant and equipment, by geographic areas based on the physical location of the assets as of July 1, 2022 and July 2, 2021 were as follows: (In thousands) July 1, 2022 July 2, 2021 New Zealand $ 5,149 $ 6,840 United States 2,972 3,434 Slovenia 433 1,122 Other countries 333 305 Total $ 8,887 $ 11,701 Note 11. Income Taxes Income before provision for income taxes during fiscal year 2022, 2021 and 2020 consisted of the following: Fiscal Year (In thousands) 2022 2021 2020 United States $ 31,923 $ 26,325 $ 9,497 Foreign ( 1,488 ) ( 3,885 ) ( 5,788 ) Total income before income taxes $ 30,435 $ 22,440 $ 3,709 Provision for (benefit from) income taxes for fiscal year 2022, 2021 and 2020 were summarized as follows: Fiscal Year (In thousands) 2022 2021 2020 Current provision (benefit): Federal $ 15 $ ( 60 ) $ ( 10 ) Foreign 1,234 2,128 3,589 State and local 333 221 45 1,582 2,289 3,624 Deferred provision (benefit): Federal 6,348 ( 75,587 ) ( 744 ) Foreign 161 983 572 State and local 1,184 ( 15,384 ) — 7,693 ( 89,988 ) ( 172 ) Total provision for (benefit from) income taxes $ 9,275 $ ( 87,699 ) $ 3,452 80 Table of Contents The provision for (benefit from) income taxes differed from the amount computed by applying the federal statutory rate of 21.0%, to our income before provision for (benefit from) income taxes as follows: Fiscal Year (In thousands) 2022 2021 2020 Tax provision at statutory rate $ 6,344 $ 4,713 $ 779 Valuation allowances 220 ( 95,796 ) ( 6,577 ) Permanent differences 242 ( 346 ) ( 347 ) State and local taxes, net of U.S. federal tax benefit 1,534 1,436 542 Foreign income taxed at rates different than the U.S. statutory rate 439 209 764 Executive compensation limitation 439 — — Stock-based compensation excess tax benefits ( 580 ) ( 482 ) — Tax credit/deductions - generated and expired 113 108 99 Foreign withholding taxes 267 1,184 303 Brazil withholding tax receivable — 72 — Change in uncertain tax positions 644 102 2,674 Return-to-provision/Deferred true-up adjustments ( 269 ) — 5,634 Other ( 118 ) 1,101 ( 419 ) Total provision for (benefit from) income taxes $ 9,275 $ ( 87,699 ) $ 3,452 Our provision for (benefit from) income taxes was $ 9.3 million of expense for fiscal 2022, $ 87.7 million of benefit for fiscal 2021 and $ 3.5 million of expense for fiscal 2020. Our tax expense for fiscal 2022 was primarily due to tax expense related to U.S. and profitable foreign subsidiaries. Our tax benefit for fiscal 2021 was primarily due to the release of $ 92.2 million in valuation allowance on our U.S. federal and state deferred tax assets, offset by tax expenses related to profitable foreign subsidiaries and an increase in our reserve for uncertain tax positions. 81 Table of Contents The components of deferred tax assets and liabilities were as follows: (In thousands) July 1, 2022 July 2, 2021 Deferred tax assets: Inventory $ 4,065 $ 5,279 Accruals and reserves 3,248 3,437 Bad debts 157 392 Amortization 2,274 1,530 Stock compensation 807 552 Deferred revenue 1,913 1,960 Unrealized exchange gain/loss 374 197 Other 2,888 3,433 Tax credit carryforwards 4,926 5,447 Tax loss carryforwards 114,048 119,287 Total deferred tax assets before valuation allowance 134,700 141,514 Valuation allowance ( 37,529 ) ( 37,447 ) Total deferred tax assets 97,171 104,067 Deferred tax liabilities: Branch undistributed earnings reserve 176 130 Depreciation 948 450 Right of use assets 548 634 Other 650 — Total deferred tax liabilities 2,322 1,214 Net deferred tax assets $ 94,849 $ 102,853 As Reported on the Consolidated Balance Sheets Deferred income tax assets $ 95,412 $ 103,467 Deferred income tax liabilities 563 614 Total net deferred income tax assets $ 94,849 $ 102,853 Our valuation allowance related to deferred income taxes, as reflected in our consolidated balance sheets, was $ 37.5 million as of July 1, 2022 and $ 37.4 million as of July 2, 2021. The change in valuation allowance for the fiscal years ended July 1, 2022 and July 2, 2021 was an increase of $ 0.1 million and a decrease of $ 98.7 million, respectively. The increase in the valuation allowance in fiscal 2022 was primarily due to losses in tax jurisdictions in which we cannot recognize tax benefits, partially offset by the release of certain U.S. federal, state, and foreign valuation allowances. The decrease in the valuation allowance in fiscal 2021 was primarily due to the release of certain U.S. federal, state, and foreign valuation allowances, partially offset by losses in tax jurisdictions in which we cannot recognize tax benefits. During the third quarter of fiscal 2021, we recorded a valuation allowance release of $ 92.2 million as a discrete item based on management’s reassessment of the amount of its U.S. federal and state deferred tax assets that are more likely than not to be realized, primarily as a result of increases in U.S. profitability in the current period and expectations of continued profitability in future periods. In performing our analysis, we used the most updated plans and estimates that we currently use to manage the underlying business and calculated the utilization of our deferred tax assets. As of July 1, 2022, we continue to maintain a valuation allowance of $ 1.1 million on certain U.S. federal and state deferred tax assets that we believe is not more likely than not to be realized in future periods. Tax loss and credit carryforwards as of July 1, 2022 have expiration dates ranging between one year and no expiration in certain instances. The amounts of U.S. federal tax loss carryforwards as of July 1, 2022 was $ 358.9 million and begin to expire in fiscal 2023. The amount of U.S. federal and state tax credit carryforwards as of July 1, 2022 was $ 7.0 million, and certain credits began to expire in fiscal 2023. The amount of foreign tax loss carryforwards as of July 1, 2022 was $ 188.0 million and certain losses began to expire in fiscal 2023. The amount of foreign tax credit carryforwards as of July 1, 2022 was $ 2.8 million, and certain credits will begin to expire in fiscal 2026. 82 Table of Contents We use the flow-through method to account for investment tax credits generated on eligible scientific research and development expenditures. Under this method, the investment tax credits are recognized as a benefit to income tax in the year they are generated. United States income taxes have not been provided on basis differences in foreign subsidiaries of $ 3.2 million as of July 1, 2022 because of our intention to reinvest these earnings indefinitely. Additionally, no foreign withholding taxes, federal or state taxes have been provided if these unremitted earnings of the Company’s foreign subsidiaries were distributed, as such amounts are considered permanently reinvested. It is not practicable to estimate the additional income taxes, including applicable foreign withholding taxes, that would be due upon the repatriation of these earnings. As of July 1, 2022, we had unrecognized tax benefits of $ 17.7 million for various federal, foreign, and state income tax matters. Unrecognized tax benefits increased by $ 0.4 million during fiscal 2022. Our total unrecognized tax benefits that, if recognized, would affect our effective tax rate was $ 9.7 million as of July 1, 2022. These unrecognized tax benefits are presented on the accompanying consolidated balance sheets net of the tax effects of net operating loss carryforwards. We account for interest and penalties related to unrecognized tax benefits as part of our provision for income taxes. The interest accrued was $ 0.7 million as of July 1, 2022. As of July 2, 2021, an immaterial amount of penalties have been accrued. Our unrecognized tax benefit activity for fiscal 2022, 2021 and 2020 was as follows: (In thousands) Amount Unrecognized tax benefit as of June 28, 2019 $ 12,987 Additions for tax positions in prior periods 7,023 Additions for tax positions in current periods 3,094 Decreases for tax positions in prior periods ( 4,692 ) Decreases related to change of foreign exchange rate ( 365 ) Unrecognized tax benefit as of July 3, 2020 18,047 Additions for tax positions in prior periods 184 Additions for tax positions in current periods 869 Decreases for tax positions in prior periods ( 1,788 ) Decreases related to change of foreign exchange rate ( 57 ) Unrecognized tax benefit as of July 2, 2021 17,255 Additions for tax positions in prior periods 54 Additions for tax positions in current periods 704 Decreases for tax positions in prior periods ( 104 ) Decreases related to change of foreign exchange rate ( 202 ) Unrecognized tax benefit as of July 1, 2022 $ 17,707 There was no change in our unrecognized tax benefit for tax positions in prior periods for fiscal year 2022 related to settlements with tax authorities in the table above. Our unrecognized tax benefit decreased for tax positions in prior periods by $ 0.9 million and $ 3.8 million for fiscal year 2021 and 2020, respectively, related to settlements with tax authorities in the table above. We have a number of years with open tax audits which vary from jurisdiction to jurisdiction. Our major tax jurisdictions that are open and subject to potential audits include the U.S., Singapore, Nigeria, and Saudi Arabia. The earliest years for these jurisdictions are as follows: U.S. - 2003; Singapore - 2015; Nigeria – 2006; and Saudi Arabia - 2019. 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. 83 Table of Contents On March 11, 2021, the US enacted the American Rescue Plan Act of 2021 (ARPA) which expands Section 162(m) to cover the next five most highly compensated employees for the taxable year, in addition to the “covered employees” effective for taxable years beginning after December 31, 2026. We continue to examine the elements of CAA and ARPA and the impact they may have on our future business. 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 July 1, 2022, we had outstanding purchase obligations and other commitments as follows: Payments due by period 2023 2024 2025 2026 2027 Total Purchase obligations with suppliers of contract manufacturers $ 45,378 $ 4,530 $ 2,909 $ — $ — $ 52,817 Contractual obligations associated with software as a service and software maintenance support 2,895 922 124 — — 3,941 Total obligations $ 48,273 $ 5,452 $ 3,033 $ — $ — $ 56,758 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 July 1, 2022, 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 July 1, 2022, we had commercial commitments of $ 65.4 million outstanding that were not recorded on our consolidated balance sheets. 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 July 1, 2022, 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 July 1, 2022, we had not recorded any liabilities related to these indemnifications. 84 Table of Contents 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 which we settled for an immaterial amount during the third quarter of 2021. 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. 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 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 significant 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 financial statements; and (ii) the amount of the loss can be reasonably estimated. Disclosure in the notes to the 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. 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 results 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 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. Note 13. Subsequent Event On April 13, 2022, Aviat and Redline Communications, Inc. (“Redline”), a leading provider of mission-critical data infrastructure, signed a definitive agreement for Aviat to acquire all outstanding common stock of Redline. The transaction closed on July 5, 2022, subsequent to the balance sheet date. Redline allows Aviat to expand its Private Networks Offering with Private LTE/5G, Unlicensed Wireless Access Solutions, by creating an integrated end-to-end offering for wireless access and transport in the Private Networks segment, leveraging Aviat's sales channel to address a large dollar Private LTE/5G addressable market and increasing Aviat’s reach in mission-critical industrial Private 85 Table of Contents Networks. Redline shareholders received $ 0.69 ($ 0.90 CAD) per share in cash. The total transaction value was approximately $ 12.9 million USD and the implied enterprise value was approximately $ 15.0 million after adding back Redline’s net debt as of July 5, 2022. Aviat is continuing to integrate Redline and additional disclosures are not available as of the time of this filing as we are in the process of determining the fair value of the assets and liabilities assumed. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable.