AVIAT NETWORKS, INC. 10-K

Item 8. Financial Statements and Supplementary Data Index to Financial Statements Page Report of Independent Registered Public Accounting Firm s (PCAOB ID: 34 and 243 ) 47 Consolidated Statements of Operations 50 Consolidated Statements of Comprehensive Income 51 Consolidated Balance Sheets 52 Consolidated Statements of Cash Flows 54 Consolidated Statements of Equity 56 Notes to Consolidated Financial Statements 57 Note 1. The Company and Summary of Significant Accounting Policies 57 Note 2. Net Income per Share of Common Stock 64 Note 3. Revenue Recognition 64 Note 4. Leases 64 Note 5. Balance Sheet Components 68 Note 6. Fair Value Measurements of Assets and Liabilities 70 Note 7. Credit Facility and Debt 71 Note 8. Restructuring Activities 72 Note 9. Stockholders’ Equity 72 Note 10. Segment and Geographic Information 76 Note 11. Income Taxes 77 Note 12. Acquisitions 81 Note 1 3 . Commitments and Contingencies 82 46 Table of Contents Report of Independent Registered Public Accounting Firm To the shareholders and the Board of Directors of Aviat Networks, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Aviat Networks, Inc. and subsidiaries (the "Company") as of June 30, 2023, the related consolidated statements of operations, comprehensive income, cash flows, and equity, for the fiscal year ended June 30, 2023, the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023, and the results of its operations and its cash flows for the fiscal year ended June 30, 2023, in conformity with accounting principles generally accepted in the United States of America. We have also 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 June 30, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 30, 2023 expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's 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 audit 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 financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides 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 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 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 financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue Recognition — Service Revenues - Estimated Costs to Complete - Refer to Note 3 to the financial statements Critical Audit Matter Description The Company recognizes revenue from two primary sources: products and services. Revenues from services include revenues from network planning and design, engineering and installation-related services and are recognized based on an over-time recognition model using the cost-input method. Judgment is required when estimating total contract costs and progress to completion on the over-time arrangements. 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. We identified estimated costs to complete for open 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 47 Table of Contents 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. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s estimates of costs to complete for open over-time revenue contracts used to recognize service revenues included the following, among others: • We tested the effectiveness of controls related to estimated costs to complete, including controls over management’s review of cost estimates. • We selected a sample of revenue contracts and performed the following: ◦ Tested the accuracy and completeness of the costs incurred to date ◦ Evaluated the estimates of cost to complete for a sample of open over-time contracts by: ▪ Comparing costs incurred to date to the costs management estimated to be incurred to date ▪ Evaluating the progress to completion by performing inquiries of project managers and assessing the nature of activities required to complete ▪ Comparing management’s estimates of gross margin for the selected contracts to the gross margin of similar contracts, when applicable ◦ Tested the mathematical accuracy of management’s calculation of revenue for the contract • We developed an expectation of service revenue by creating an independent estimate of gross margin based on historical margin rates and compared it to the recorded service revenue • We performed a lookback to evaluate management’s ability to estimate costs accurately by making a selection of changes in estimates during the year and testing whether the change in estimate was properly supported and recorded within the correct period /s/ Deloitte & Touche LLP Austin, Texas August 30, 2023 We have served as the Company's auditor since fiscal year 2023. 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 sheet of Aviat Networks, Inc. (the “Company”) as of July 1, 2022, the related consolidated statements of operations, comprehensive (loss) income, equity, and cash flows for each of the two 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 the results of its operations and its cash flows for each of the two fiscal years in the period ended July 1, 2022, in conformity with accounting principles generally accepted in the United States of America. 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 audits. 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. /s/ BDO USA, LLP San Jose, California September 14, 2022 We served as the Company's auditor from 2015 to 2022. 49 Table of Contents AVIAT NETWORKS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Fiscal Year Ended (In thousands, except per share amounts) June 30, 2023 July 1, 2022 July 2, 2021 Revenues: Product sales $ 239,321 $ 208,100 $ 185,787 Services 107,272 94,859 89,124 Total revenues 346,593 302,959 274,911 Cost of revenues: Product sales 151,008 132,404 113,055 Services 71,414 61,320 59,241 Total cost of revenues 222,422 193,724 172,296 Gross margin 124,171 109,235 102,615 Operating expenses: Research and development 24,908 22,596 21,810 Selling and administrative 69,842 57,656 56,324 Restructuring charges 3,012 238 2,271 Total operating expenses 97,762 80,490 80,405 Operating income 26,409 28,745 22,210 Other (expense) income, net ( 3,306 ) 1,690 230 Income before income taxes 23,103 30,435 22,440 Provision for (benefit from) income taxes 11,575 9,275 ( 87,699 ) Net income $ 11,528 $ 21,160 $ 110,139 Net income attributable to Aviat Networks $ 11,528 $ 21,160 $ 110,139 Net income per share: Basic $ 1.01 $ 1.89 $ 9.98 Diluted $ 0.97 $ 1.79 $ 9.42 Weighted average shares outstanding: Basic 11,358 11,167 11,036 Diluted 11,855 11,820 11,688 See accompanying Notes to Consolidated Financial Statements 50 Table of Contents AVIAT NETWORKS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Fiscal Year Ended (In thousands) June 30, 2023 July 1, 2022 July 2, 2021 Net income $ 11,528 $ 21,160 $ 110,139 Other comprehensive income (loss): Net change in cumulative translation adjustment 25 ( 1,702 ) 642 Other comprehensive income (loss) 25 ( 1,702 ) 642 Comprehensive income $ 11,553 $ 19,458 $ 110,781 See accompanying Notes to Consolidated Financial Statements 51 Table of Contents AVIAT NETWORKS, INC. CONSOLIDATED BALANCE SHEETS 52 Table of Contents (In thousands, except share and par value amounts) June 30, 2023 July 1, 2022 ASSETS Current Assets: Cash and cash equivalents $ 22,242 $ 36,877 Marketable securities 2 10,893 Accounts receivable, net 101,653 73,168 Unbilled receivables 58,588 45,857 Inventories 33,057 27,169 Other current assets 22,162 12,437 Total current assets 237,704 206,401 Property, plant and equipment, net 9,452 8,887 Goodwill 5,112 — Intangible assets, net 9,046 — Deferred income taxes 86,650 95,412 Right of use assets 2,554 2,759 Other assets 13,978 10,445 TOTAL ASSETS $ 364,496 $ 323,904 LIABILITIES AND EQUITY Current Liabilities: Accounts payable $ 60,141 $ 42,394 Accrued expenses 24,442 26,451 Short-term lease liabilities 610 513 Advance payments and unearned revenue 44,268 33,740 Restructuring liabilities 600 1,381 Total current liabilities 130,061 104,479 Unearned revenue 7,416 8,920 Long-term lease liabilities 2,140 2,412 Other long-term liabilities 314 273 Reserve for uncertain tax positions 3,975 5,504 Deferred income taxes 492 563 Total liabilities 144,398 122,151 Commitments and contingencies (Note 13) Equity: Preferred stock, $ 0.01 par value; 50.0 million shares authorized; none issued — — Common stock, $ 0.01 par value; 300.0 million shares authorized; 11.5 million and 11.2 million shares issued and outstanding as of June 30, 2023 and July 1, 2022, respectively 115 112 Treasury stock 0.2 million and 0.2 million shares as of June 30, 2023 and July 1, 2022, respectively ( 6,147 ) ( 6,147 ) Additional paid-in-capital 830,048 823,259 Accumulated deficit ( 587,914 ) ( 599,442 ) Accumulated other comprehensive loss ( 16,004 ) ( 16,029 ) Total equity 220,098 201,753 TOTAL LIABILITIES AND EQUITY $ 364,496 $ 323,904 See accompanying Notes to Consolidated Financial Statements 53 Table of Contents AVIAT NETWORKS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Fiscal Year Ended (In thousands) June 30, 2023 July 1, 2022 July 2, 2021 Operating Activities Net income $ 11,528 $ 21,160 $ 110,139 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Depreciation of property, plant and equipment 5,475 4,463 5,383 Amortization of intangible assets 704 — — Provision for (recovery from) uncollectible receivables 467 ( 23 ) 171 Share-based compensation 6,720 3,834 2,921 Deferred income taxes 9,442 8,004 ( 90,599 ) Charges for inventory and customer service inventory write-downs 2,138 1,735 1,452 Noncash lease expense 639 1,057 ( 342 ) Net loss (gain) on marketable securities 1,734 ( 2,614 ) — Other non-cash operating activities, net 67 ( 55 ) 6 Changes in operating assets and liabilities: Accounts receivable ( 25,496 ) ( 25,719 ) ( 4,232 ) Unbilled receivables ( 13,816 ) ( 8,725 ) ( 8,579 ) Inventories ( 4,521 ) ( 3,901 ) ( 11,091 ) Accounts payable 16,040 10,503 580 Accrued expenses ( 4,306 ) 876 1,767 Advance payments and unearned revenue 6,254 1,713 10,560 Income taxes payable or receivable 710 ( 1,620 ) 159 Other assets and liabilities ( 15,423 ) ( 7,899 ) ( 997 ) Net cash (used in) provided by operating activities ( 1,644 ) 2,789 17,298 Investing Activities Payments for acquisition of property, plant and equipment ( 5,335 ) ( 1,792 ) ( 2,847 ) Purchases of marketable securities — ( 8,279 ) — Proceeds from sale of marketable securities 9,157 — — Proceeds from sale of asset held for sale — 2,284 — Acquisition, net of cash acquired and purchases of intangible assets ( 15,769 ) — — Net cash used in investing activities ( 11,947 ) ( 7,787 ) ( 2,847 ) Financing Activities Proceeds from borrowings 102,200 — — Repayments of borrowings ( 102,200 ) — ( 9,000 ) Payments of deferred financing costs ( 753 ) — — Payments for repurchase of common stock - treasury shares — ( 5,362 ) ( 787 ) Payments for taxes related to net settlement of equity awards ( 1,198 ) ( 541 ) ( 167 ) Proceeds from issuance of common stock under employee stock plans and exercises of stock options 1,270 1,029 1,906 Net cash used in financing activities ( 681 ) ( 4,874 ) ( 8,048 ) Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 311 ) ( 1,222 ) ( 77 ) Net (decrease) increase in cash, cash equivalents, and restricted cash ( 14,583 ) ( 11,094 ) 6,326 54 Table of Contents Cash, cash equivalents, and restricted cash, beginning of year 37,104 48,198 41,872 Cash, cash equivalents, and restricted cash, end of year $ 22,521 $ 37,104 $ 48,198 Fiscal Year Ended (In thousands) June 30, 2023 July 1, 2022 July 2, 2021 Non-cash investing activities: Unpaid property, plant and equipment $ 168 $ 95 $ 228 Supplemental disclosures of cash flow information: Cash paid for interest $ 880 $ — $ 4 Cash paid (received) for income taxes, net $ 1,613 $ 1,241 $ ( 2,119 ) See accompanying Notes to Consolidated Financial Statements 55 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) Shares $ Amount Shares $ Amount Balance as of July 3, 2020 10,801 $ 108 — $ — $ 814,283 $ ( 730,741 ) $ ( 14,969 ) $ 68,681 Net income — — — — — 110,139 — 110,139 Other comprehensive (loss) income — — — — — — 642 642 Issuance of common stock under employee stock plans 394 4 — — 1,902 — — 1,906 Shares withheld for taxes related to vesting of equity awards ( 13 ) — — — ( 167 ) — — ( 167 ) Stock repurchase ( 28 ) — 20 ( 787 ) — — — ( 787 ) Share-based compensation — — — — 2,921 — — 2,921 Balance as of July 2, 2021 11,154 112 20 ( 787 ) 818,939 ( 620,602 ) ( 14,327 ) 183,335 Net income — — — — — 21,160 — 21,160 Other comprehensive (loss) income — — — — — — ( 1,702 ) ( 1,702 ) Issuance of common stock under employee stock plans 198 2 — — 1,029 — — 1,031 Shares withheld for taxes related to vesting of equity awards ( 16 ) — — — ( 543 ) — — ( 543 ) Stock repurchase ( 175 ) ( 2 ) 175 ( 5,360 ) — — — ( 5,362 ) Share-based compensation — — — — 3,834 — — 3,834 Balance as of July 1, 2022 11,161 112 195 ( 6,147 ) 823,259 ( 599,442 ) ( 16,029 ) 201,753 Net income — — — — — 11,528 — 11,528 Other comprehensive (loss) income — — — — — — 25 25 Issuance of common stock under employee stock plans 396 3 — — 1,267 — — 1,270 Shares withheld for taxes related to vesting of equity awards ( 39 ) — — — ( 1,198 ) — — ( 1,198 ) Stock repurchase — — — — — — — — Share-based compensation — — — — 6,720 — — 6,720 Balance as of June 30, 2023 11,518 $ 115 195 $ ( 6,147 ) $ 830,048 $ ( 587,914 ) $ ( 16,004 ) $ 220,098 See accompanying Notes to Consolidated Financial Statements 56 Table of Contents AVIAT NETWORKS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. The Company and Summary of Significant Accounting Policies The Company Aviat Networks, Inc. (“Aviat,” the “Company,” “we,” “us,” and “our”) designs, manufactures, and sells a range of wireless networking and access 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. Aviat was 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. 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 the Company and its wholly-owned and majority owned subsidiaries. All intercompany transactions and accounts have been eliminated. Certain amounts in the financial statements have been reclassified for comparative purposes to conform to the current period financial statement presentation. Our fiscal year includes 52 or 53 weeks and ends on the Friday nearest June 30. This was June 30, 2023 for fiscal 2023, July 1, 2022 for fiscal 2022 and July 2, 2021 for fiscal 2021. Fiscal 2023, 2022 and 2021 includes 52 weeks. In these notes to consolidated financial statements, we refer to our fiscal years as “fiscal 2023”, “fiscal 2022” and “fiscal 2021.” 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, goodwill and identified intangible assets in business combinations, valuation allowances for deferred tax assets and uncertainties in income taxes. The actual results that we experience may differ materially from our estimates. 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. 57 Table of Contents As of June 30, 2023 and July 1, 2022, all of our high-quality marketable securities were invested in prime money market funds. Cash and cash equivalents that are restricted as to withdrawal or usage under the terms of contractual agreements are recorded as restricted cash. Our restricted cash is included in other assets on our consolidated balance sheets and represents the cash balance on 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. See Note 5. Balance Sheet Components for further information. 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 2023 and 2021, no customer accounted for more than 10% of our total revenue. During fiscal 2022 there was one customer that accounted for 13 % of our total revenue. As of June 30, 2023 and July 1, 2022, a group of related entities accounted for approximately 14 % and 17 %, respectively, of our accounts receivable. Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash equivalents, marketable 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. Inventories Inventories are valued at the lower of cost or 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-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 58 Table of Contents 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. We carry customer service related inventories such as 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 related 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. See Note 5. Balance Sheet Components for further information. Property, Plant and Equipment Property, plant and equipment are stated on the basis of cost less accumulated depreciation. 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 is calculated using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are depreciated 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 and are included in cost of revenues and selling and administrative expenses on our consolidated statements of operations. 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. Business Combinations The Company accounts for acquisitions as required by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). The assets and liabilities of acquired businesses are recorded at their estimated fair values at the date of acquisition. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of estimates and assumptions. If our assumptions or estimates in the fair value calculation change based on information that becomes available during the one-year period from the acquisition date, we may record adjustments to the net assets acquired with a corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Goodwill The Company accounts for goodwill as required by FASB ASC Topic 350, Intangibles - Goodwill and Other (“ASC 350”). We test goodwill for impairment on an annual basis and when events occur that may suggest that the fair value of such assets cannot support the carrying value. ASC 350 gives an entity the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the quantitative impairment test is unnecessary. However, if an entity concludes otherwise, then the quantitative impairment test shall be used to identify the impairment and measure the amount of an impairment loss to be recognized (if applicable). 59 Table of Contents As of June 30, 2023, we had recorded goodwill in the amount of $ 5.1 million, related to the Redline acquisition completed in the first quarter of fiscal 2023. We did not have any recorded goodwill as of July 1, 2022. We test our goodwill for impairment on an annual basis on the first day of our fourth fiscal quarter. We have determined that we have one reporting unit. We performed a qualitative assessment in fiscal 2023. This assessment considered changes in our projected future cash flows and discount rates, recent market transactions and overall macroeconomic conditions. Based on this assessment, we concluded that it was more likely than not that the estimated fair value of our reporting unit was higher than its carrying value and that the performance of a quantitative impairment test was not required. See Note 10. Segment and Geographic Information and Note 12. Acquisitions for further information. Valuation of Long-Lived Assets The Company periodically reviews the carrying value of its long-lived assets, including finite-lived intangibles, and property, plant and equipment, whenever events or changes in circumstances indicate that the carrying value may not be recoverable or that the assigned useful lives may not longer be appropriate. 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. There were no impairment losses recorded for fiscal 2023, 2022 or 2021. The Company amortizes the cost of finite-lived intangible assets on a straight-line basis over their estimated useful lives, which approximates the pattern of economic benefit. The useful lives of the finite-lived purchased intangible assets are as follows: Years Patents 10 Customer relationships 14 Trade names 16 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 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. See Note 5. Balance Sheet Components for further information. 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 June 30, 2023 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 June 30, 2023 consolidated balance sheets. We have not entered into any financing leases during fiscal 2023. 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 60 Table of Contents 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, Lebanon 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 non-functional currency denominated 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. Non-monetary assets and liabilities are measured at historical rates. Our other international subsidiaries use their respective local currency as their functional currency. Assets and liabilities of these subsidiaries are translated at the current exchange rates in effect at the balance sheet date, and income and expense accounts are translated at 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 re-measurement of monetary assets and liabilities in non-functional currencies are included in other (expense) income, net in the accompanying consolidated statements of operations, based on the nature of the transactions. Net foreign exchange (losses) gains recorded in our consolidated statements of operations during fiscal 2023, 2022 and 2021 were $( 1.0 ) million, $( 1.1 ) million, and $( 1.0 ) million, respectively. Retirement Benefits As of June 30, 2023, 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 $ 2.1 million, $ 1.9 million and $ 1.8 million in fiscal 2023, 2022 and 2021, respectively. Retirement plan expenses are included in cost of revenues, research and development, and selling and administrative expenses on our consolidated statements of operations. 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. See Note 3. Revenue Recognition for further information. 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 2023, 2022 and 2021. 61 Table of Contents 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 The Company has a share-based compensation plan which includes non-qualified stock options, restricted stock units and performance share awards. We estimate the grant date fair value of our share-based awards and amortize the fair value 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 is affected by our stock price as well as assumptions regarding a number variables. These variables include our expected stock price volatility over the expected term of the awards, actual and projected employee stock option exercise behaviors, the risk-free interest rate and expected dividend yield. 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, 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 performance share award with market conditions is estimated using a Monte-Carlo simulation model on the date of the grant. We account for forfeitures as they occur. 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. 62 Table of Contents 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 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 June 2016, the FASB issued Accounting Standard Update (“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, ASU 2019-05 and ASU 2022-02 (collectively, “Topic 326”). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. Topic 326 became effective for our first quarter of fiscal 2023. The adoption had no material impact on the Company’s consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. ASU 2021-08 became effective for our first quarter of fiscal 2023. The adoption had no material impact on the Company’s consolidated financial statements. Accounting Standards Not Yet Adopted The Company considers the applicability and impact of all ASUs issued by the FASB. The Company determined at this time that all other ASUs issued but not yet adopted are either not applicable or are expected to have a minimal impact on its financial position and results of operations. 63 Table of Contents Note 2. Net Income per Share of Common Stock Net income per share is computed by dividing net income attributable to us by the weighted average number of shares of our outstanding common stock. 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) 2023 2022 2021 Numerator: Net income $ 11,528 $ 21,160 $ 110,139 Denominator: Weighted average shares outstanding, basic 11,358 11,167 11,036 Effect of potentially dilutive equivalent shares 497 653 652 Weighted average shares outstanding, diluted 11,855 11,820 11,688 Net income per share: Basic $ 1.01 $ 1.89 $ 9.98 Diluted $ 0.97 $ 1.79 $ 9.42 The following table summarizes the weighted-average equity awards that were excluded from the diluted net income per share calculations since they were anti-dilutive: Fiscal Year (In thousands) 2023 2022 2021 Stock options 194 114 8 Restricted stock units and performance stock units 21 72 4 Total shares of common stock excluded 215 186 12 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, hosted software-as-a-service (“SaaS”), customer support, consulting, training, and 64 Table of Contents 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 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 control has been transferred to the customer, while we retain physical possession of the product. We evaluate bill-and-hold arrangement criteria to determine when the customer has obtained control. Once control has been obtained by the customer, they can direct or determine 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. 65 Table of Contents 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. 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. 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 selling and administrative expense and included in our consolidated balance sheet as accrued expenses until paid. Our amortization expense was not material for the fiscal years ended June 30, 2023, July 1, 2022 and July 2, 2021. Contract Balances, Performance Obligations, and Backlog The following table provides information about receivables and liabilities from contracts with customers (in thousands): June 30, 2023 July 1, 2022 Contract Assets Accounts receivable, net $ 101,653 $ 73,168 Unbilled receivables $ 58,588 $ 45,857 Capitalized commissions $ 3,492 $ 2,341 Contract Liabilities Advance payments and unearned revenue $ 44,268 $ 33,740 Unearned revenue, long-term $ 7,416 $ 8,920 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 balances have 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. 66 Table of Contents As of June 30, 2023, we had $ 51.7 million in advance payments and unearned revenue and long-term unearned revenue, of which approximately 72 % is expected to be recognized as revenue in fiscal 2024 and the remainder thereafter. During fiscal 2023 and 2022, we recognized approximately $ 47.2 million and $ 23.3 million respectively, that was included in advance payments and unearned revenue at the beginning of each reporting period. Remaining Performance Obligations 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 $ 151.8 million at June 30, 2023 relating to our long-term field service projects. Of this amount, we expect to recognize approximately 70 % as revenue during fiscal 2024, with the remaining amount to be recognized as revenue beyond 12 months. Note 4. Leases As of June 30, 2023, total ROU assets were approximately $ 2.6 million, and short-term lease liabilities and long-term lease liabilities were approximately $ 0.6 million and $ 2.1 million, respectively. Cash paid for lease liabilities was $ 0.9 million for fiscal 2023. 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 2023 and 2022 (in thousands): Fiscal 2023 2022 Operating lease costs $ 1,288 $ 1,061 Short-term lease costs 1,999 2,252 Variable lease costs 107 171 Total lease costs $ 3,394 $ 3,484 Other information related to our operating leases for fiscal 2023 and 2022 (in thousands, except for weighted average): Fiscal 2023 2022 Weighted average remaining lease term 6.9 years 7.9 years Weighted average discount rate 5.8 % 5.6 % Operating lease assets obtained in exchange for operating lease liabilities $ 95 $ 104 Rental expense for operating leases, including rentals on a month-to-month basis was $ 3.4 million, $ 3.6 million, and $ 3.3 million for fiscal 2023, 2022 and 2021, respectively. 67 Table of Contents As of June 30, 2023, 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 2024 $ 837 2025 634 2026 490 2027 169 2028 175 Thereafter 1,211 Total lease payments 3,516 Less: interest ( 766 ) Present value of lease liabilities $ 2,750 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) June 30, 2023 July 1, 2022 Cash and cash equivalents $ 22,242 $ 36,877 Restricted cash included in other assets 279 227 Total cash, cash equivalents, and restricted cash $ 22,521 $ 37,104 Cash and cash equivalents includes $ 2.6 million of collateralized cash for certain commercial commitments as of June 30, 2023. Accounts Receivable, net Our net accounts receivable are summarized below: (In thousands) June 30, 2023 July 1, 2022 Accounts receivable $ 102,372 $ 74,102 Less: allowances for collection losses ( 719 ) ( 934 ) Total accounts receivable, net $ 101,653 $ 73,168 Inventories Our inventories are summarized below: (In thousands) June 30, 2023 July 1, 2022 Finished products $ 18,502 $ 14,916 Raw materials and supplies 12,794 10,478 Customer service inventories $ 1,761 $ 1,775 Total inventories $ 33,057 $ 27,169 Consigned inventories included within raw materials $ 11,224 $ 9,796 During fiscal 2023, 2022 and 2021, we recorded charges to adjust our inventories due to excess and obsolete inventory resulting from lower sales forecasts, product transitioning or discontinuance. Such charges incurred during 68 Table of Contents fiscal 2023, 2022 and 2021 were classified in cost of product sales as follows: Fiscal Year (In thousands) 2023 2022 2021 Excess and obsolete inventory charges $ 1,109 $ 647 $ 544 Customer service inventory write-downs 1,029 1,088 908 Total charges $ 2,138 $ 1,735 $ 1,452 Other Current Assets Our other current assets are summarized below: (In thousands) June 30, 2023 July 1, 2022 Contract manufacturing assets $ 6,487 $ 1,621 Prepaids and other current assets 15,675 10,816 Total other current assets $ 22,162 $ 12,437 Property, Plant and Equipment, net Our property, plant and equipment, net is summarized below: (In thousands) June 30, 2023 July 1, 2022 Land $ 210 $ 210 Buildings and leasehold improvements 5,889 5,796 Software 16,989 21,368 Machinery and equipment 47,150 49,584 70,238 76,958 Less accumulated depreciation ( 60,786 ) ( 68,071 ) Total property, plant and equipment, net $ 9,452 $ 8,887 Included in the total plant, property and equipment above were $ 0.4 million and $ 1.2 million of assets in progress which have not been placed in service as of June 30, 2023 and July 1, 2022, respectively. Depreciation expense related to property, plant and equipment was $ 5.5 million, $ 4.5 million and $ 5.4 million in fiscal 2023, 2022 and 2021, respectively. Accrued Expenses Our accrued expenses are summarized below: (In thousands) June 30, 2023 July 1, 2022 Compensation and benefits $ 10,368 $ 11,625 Taxes 4,553 5,286 Professional fees 2,104 944 Warranties 2,100 2,913 Commissions 1,453 1,864 Other 3,864 3,819 Total accrued expenses $ 24,442 $ 26,451 69 Table of Contents We accrue for the estimated cost to repair or replace products under warranty. Changes in our accrued warranty liability, were as follows: Fiscal Year (In thousands) 2023 2022 2021 Balance as of the beginning of the fiscal year $ 2,913 $ 3,228 $ 3,196 Warranty provision recorded during the period 768 1,328 1,679 Acquisition 55 — — Consumption during the period ( 1,636 ) ( 1,643 ) ( 1,647 ) Balance as of the end of the fiscal year $ 2,100 $ 2,913 $ 3,228 Advance payments and Unearned Revenue Our advance payments and unearned revenue are summarized below: (In thousands) June 30, 2023 July 1, 2022 Advance payments $ 1,607 $ 1,870 Unearned revenue 42,661 31,870 $ 44,268 $ 33,740 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 June 30, 2023 and July 1, 2022 were as follows: June 30, 2023 July 1, 2022 (In thousands) Carrying Amount Fair Value Carrying Amount Fair Value Valuation Inputs Assets: Cash and cash equivalents: Money market funds $ 571 $ 571 $ 5,367 $ 5,367 Level 1 Bank certificates of deposit $ 3,793 $ 3,793 $ 3,682 $ 3,682 Level 2 Marketable securities $ 2 $ 2 $ 10,893 $ 10,893 Level 1 Liabilities: Other accrued expenses: Foreign exchange forward contracts $ — $ — $ 114 $ 114 Level 2 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 June 30, 2023, 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 70 Table of Contents certificates of deposit and foreign exchange forward contracts are classified within Level 2. The carrying value of bank certificates of deposit approximates their fair value. Foreign currency forward contracts are measured at fair value using observable foreign currency exchange rates. We did not have any foreign currency forward contracts outstanding as of June 30, 2023. 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 2023 and 2022, 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 9, 2023, we entered into a Secured Credit Facility Agreement (the “Credit Facility” or “Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing lender and Wells Fargo Securities LLC, Citigroup Global Markets Inc., and Regions Capital Markets as lenders. The Credit Facility provides for a $ 40.0 million revolving credit facility (the “Revolver”) and a $ 50.0 million Delayed Draw Term Loan Facility (the “Term Loan”) with a maturity date of May 8, 2028. The $ 40.0 million Revolver can be borrowed with a $ 10.0 million sublimit for letters of credit, and a $ 10.0 million swingline loan sublimit. The Term Loan has a funding date on or prior to the closing date of the previously announced NEC Transaction with the proceeds used to settle the cash portion of the consideration and related expense. See Note 12. Acquisitions for further information. As of June 30, 2023, available credit under the Revolver was $ 40.0 million. Available credit under the Term Loan was $ 50.0 million. We borrowed $ 36.5 million and repaid $ 36.5 million against the Revolver during fiscal 2023. As of June 30, 2023 there was no borrowing outstanding for either the Revolver or Term Loan. Deferred financing costs of $ 0.8 million were paid in association with entering into the Credit Facility. Outstanding borrowings under the Credit Facility bear interest at either: (a) Adjusted Term Secured Overnight Financing Rate (“SOFR”) plus the applicable margin; or (b) the Base Rate plus the applicable margin. The pricing levels for interest rate margins are determined based on the Consolidated Total Leverage Ratio as determined and adjusted quarterly. The Credit Facility requires the Company and its subsidiaries to maintain a fixed charge coverage ratio to be greater than 1.25 to 1.00 as of the last day of any fiscal quarter of the Company. The Credit Facility also requires that the Company maintain a maximum leverage ratio of 3.00 times EBITDA, with a step-down to 2.75 times EBITDA after four full quarters, and 2.50 times EBITDA after eight full quarters. The Credit Facility contains customary affirmative and negative covenants, including, among others, covenants limiting the ability of the Company and its subsidiaries 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, in each case subject to customary exceptions. As of June 30, 2023, we were in compliance with all financial covenants contained in the Credit Agreement. On May 9, 2023, the Company and Silicon Valley Bank (“SVB”) terminated the Third Amended and Restated Loan and Security Agreement dated June 29, 2018, and as amended May 17, 2021 (the “SVB Credit Facility”), by and between the Company, as borrower, and SVB, as lender. We borrowed $ 65.7 million and repaid $ 65.7 million against the SVB Credit Facility during fiscal 2023. As of June 30, 2023, we had $ 2.6 million of collateralized cash on deposit with SVB associated with certain commercial commitments. During fiscal 2023, the weighted-average interest rate under our available credit facilities was 7.6 %. 71 Table of Contents Note 8. Restructuring Activities The following table summarizes our restructuring related activities during fiscal 2023, 2022 and 2021: (In thousands) Employee Severance and Benefits Facilities and Other Fiscal 2023 Plans Prior Years Plans Prior Years Plans Total Balance as of July 3, 2020 $ — $ 2,502 $ 236 $ 2,738 Charges, net — 2,271 — 2,271 Cash payments — ( 2,291 ) — ( 2,291 ) Foreign currency translation (gain) loss — 7 12 19 Balance as of July 2, 2021 — 2,489 248 2,737 Charges (reversals), net — 474 ( 236 ) 238 Cash payments — ( 1,559 ) — ( 1,559 ) Foreign currency translation (gain) loss — ( 23 ) ( 12 ) ( 35 ) Balance as of July 1, 2022 — 1,381 — 1,381 Charges, net 2,947 — — 2,947 Cash payments ( 2,347 ) ( 1,381 ) — ( 3,728 ) Balance as of June 30, 2023 $ 600 $ — $ — $ 600 As of June 30, 2023, the accrued restructuring balance of $ 0.6 million was in restructuring liabilities on the consolidated balance sheets. Included in the above were positions identified for termination that have not been executed from a restructuring perspective. Fiscal 2023 Plans During fiscal 2023, our Board of Directors approved restructuring plans, primarily associated with the acquisition of Redline and reductions in workforce in our operations outside the United States. The fiscal 2023 plans are expected to be completed through the end of first half of fiscal 2024. Prior Years’ Plans Activities under the prior years’ plans primarily included reductions in workforce across the Company, primarily in our operations outside the United States. Payments related to the accrued restructuring balance for these plans are complete. 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 2023 we did no t repurchase any shares of our common stock. In fiscal 2022 and 2021 we repurchased $ 5.4 million and $ 0.8 million, respectively. As of June 30, 2023, $ 7.3 million remained available for repurchase. 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 2023 Treasury Shares — $ — $ — Fiscal 2022 Treasury Shares 175,356 $ 30.57 $ 5,360 Fiscal 2021 Treasury Shares 19,587 $ 40.16 $ 787 72 Table of Contents 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. Stock Incentive Programs Stock Equity Plan As of June 30, 2023, 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 Company’s stockholders in March 2018. An increase of 1,250,000 shares available to grant to employees and non-employee directors was approved at the Annual Meeting of Stockholders in November 2021. 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 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 and share price 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 1,822,810 as of June 30, 2023. 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 Amended and Restated Tax Benefit Preservation Plan (the “Plan”), dated as of August 27, 2020, and amended as of February 28, 2023, 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. The amended Plan will be submitted to the Company’s stockholders for ratification at the Company’s 2023 annual meeting (the “Annual Meeting”), which extends the final expiration date of the Plan until March 3, 2026. 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. 73 Table of Contents 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. We issued 1,254 shares under the ESPP during fiscal 2023. The ESPP was terminated at the end of calendar year 2022 and the remaining shares reserved for future issuance expired. Share-Based Compensation The following table presents the compensation expense for share-based awards included in our consolidated statements of operations for fiscal 2023, 2022 and 2021: Fiscal Year (In thousands) 2023 2022 2021 By Expense Category: Cost of product sales and services $ 627 $ 440 $ 372 Research and development 514 246 250 Selling and administrative 5,579 3,148 2,299 Total share-based compensation expense $ 6,720 $ 3,834 $ 2,921 By Types of Award: Options $ 1,394 $ 582 $ 757 Restricted stock awards and units 3,565 1,482 857 Performance share awards and units 1,761 1,770 1,307 Total share-based compensation expense $ 6,720 $ 3,834 $ 2,921 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: June 30, 2023 Unamortized Expense Weighted-Average Remaining Recognition Period (In thousands) (Years) Options $ 1,637 1.38 Restricted stock awards and units $ 5,426 1.38 Performance share awards and units $ 2,096 0.98 Stock Options A summary of the combined stock option activity under our equity plans during fiscal 2023 is as follows: Shares Weighted-Average Exercise Price- Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value (Years) (In thousands) Options outstanding as of July 1, 2022 469,716 $ 15.15 4.68 $ 5,599 Granted 110,945 $ 32.10 Exercised ( 148,674 ) $ 8.31 Forfeited ( 16,705 ) $ 22.97 Expired ( 1,190 ) $ 35.97 Options outstanding as of June 30, 2023 414,092 $ 21.77 4.65 $ 4,911 Options vested and expected to vest as of June 30, 2023 414,092 $ 21.77 4.65 $ 4,911 Options exercisable as of June 30, 2023 188,254 $ 14.41 3.78 $ 3,607 74 Table of Contents The aggregate intrinsic value represents the total pre-tax intrinsic value or the aggregate difference between the closing price of our common stock on June 30, 2023 of $ 33.37 , and the exercise price for in-the-money options that would have been received by the optionees if all options had been exercised on June 30, 2023. Additional information related to our stock options is summarized below: Fiscal Year (In thousands) 2023 2022 2021 Intrinsic value of options exercised $ 3,725 $ 1,624 $ 2,208 Fair value of options vested $ 1,142 $ 608 $ 484 The fair value of each option grant under our 2018 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 2023 2022 2021 Expected dividends — % — % — % Expected volatility 62.9 % 61.9 % 48.5 % Risk-free interest rate 3.5 % 0.4 % 0.2 % Expected term (in years) 3.0 3.0 3.0 The following summarizes all of our stock options outstanding and exercisable as of June 30, 2023: 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) $ 7.23 — $ 35.97 414,092 4.65 $ 21.77 188,254 $ 14.41 Restricted Stock Awards and Units A summary of the status of our restricted stock as of June 30, 2023 and changes during fiscal 2023 is as follows: Shares Weighted-Average Grant Date Fair Value Restricted stock outstanding as of July 1, 2022 383,257 $ 25.59 Granted 74,827 $ 31.67 Vested and released ( 146,226 ) $ 22.92 Forfeited ( 38,407 ) $ 29.32 Restricted stock outstanding as of June 30, 2023 273,451 $ 28.16 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 2023, 2022 and 2021 was $ 3.4 million, $ 0.5 million and $ 0.5 million, respectively. Performance Share Awards and Units A summary of the status of our performance shares as of June 30, 2023 and changes during fiscal 2023 is as follows: 75 Table of Contents Shares Weighted-Average Grant Date Fair Value Performance shares outstanding as of July 1, 2022 225,103 $ 16.69 Granted 66,649 30.01 Vested and released ( 99,348 ) 9.56 Forfeited ( 12,350 ) 21.71 Performance shares outstanding as of June 30, 2023 180,054 $ 25.20 The fair value of performance shares was estimated using the Monte-Carlo simulation model. A summary of the significant weighted-average assumptions is as follows: Fiscal Year 2023 2022 Expected dividends — — Expected volatility 63.7 % 62.2 % - 60.0 % Risk-free interest rate 3.5 % 0.45 % - 0.37 % Weighted-average grant date fair value per share granted $ 32.10 $ 35.56 - $ 31.38 The total grant date fair value of performance share units that vested during fiscal 2023, 2022 and 2021 was $ 1.0 million, $ 0.4 million and $ 0.4 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 2023, 2022 and 2021 were as follows: Fiscal Year (In thousands) 2023 2022 2021 North America $ 202,096 $ 199,801 $ 183,071 Africa and Middle East 60,416 47,527 44,023 Europe 18,772 12,973 8,826 Latin America and Asia Pacific 65,309 42,658 38,991 Total Revenue $ 346,593 $ 302,959 $ 274,911 Revenue by country comprising more than 10% of our total revenue for fiscal 2023, 2022 and 2021 was as follows: (In thousands, except percentages) Revenue % of Total Revenue Fiscal 2023 United States $ 198,435 57.3 % Fiscal 2022 United States $ 198,824 65.6 % Fiscal 2021 United States $ 181,842 66.1 % 76 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 June 30, 2023 and July 1, 2022 were as follows: (In thousands) June 30, 2023 July 1, 2022 New Zealand $ 3,619 $ 5,149 United States 5,048 2,972 Other countries 785 766 Total $ 9,452 $ 8,887 Note 11. Income Taxes Income (loss) before provision for (benefit from) income taxes during fiscal 2023, 2022 and 2021 consisted of the following: Fiscal Year (In thousands) 2023 2022 2021 United States $ 20,531 $ 31,923 $ 26,325 Foreign 2,572 ( 1,488 ) ( 3,885 ) Total income before income taxes $ 23,103 $ 30,435 $ 22,440 Provision for (benefit from) income taxes for fiscal 2023, 2022 and 2021 were summarized as follows: Fiscal Year (In thousands) 2023 2022 2021 Current provision (benefit): Federal $ — $ 15 $ ( 60 ) Foreign 1,493 1,234 2,128 State and local 637 333 221 2,130 1,582 2,289 Deferred provision (benefit): Federal 8,826 6,348 ( 75,587 ) Foreign ( 522 ) 161 983 State and local 1,141 1,184 ( 15,384 ) 9,445 7,693 ( 89,988 ) Total provision for (benefit from) income taxes $ 11,575 $ 9,275 $ ( 87,699 ) 77 Table of Contents The provision for (benefit from) income taxes differed from the amount computed by applying the federal statutory rate of 21%, to our income before provision for (benefit from) income taxes as follows: Fiscal Year (In thousands) 2023 2022 2021 Tax provision at statutory rate $ 4,852 $ 6,344 $ 4,713 Valuation allowances 239 220 ( 95,796 ) Permanent differences 19 7 ( 346 ) Foreign income inclusions 397 — — Effect of flow-through entities 409 58 101 Transaction costs 746 235 — State and local taxes, net of U.S. federal tax benefit 1,034 1,534 1,436 Foreign income taxed at rates different than the U.S. statutory rate 218 439 209 Executive compensation limitation 663 439 — Share-based compensation ( 728 ) ( 580 ) ( 482 ) Tax credit - generated and expired ( 140 ) 113 108 Foreign withholding taxes 88 267 1,184 Brazil withholding tax receivable — — 72 Change in uncertain tax positions 406 644 102 Return-to-provision/Deferred true-up adjustments 359 ( 269 ) — Acquisition restructuring and integration 3,022 — — Other ( 9 ) ( 176 ) 1,000 Total provision for (benefit from) income taxes $ 11,575 $ 9,275 $ ( 87,699 ) Our provision for (benefit from) income taxes was $ 11.6 million of expense for fiscal 2023, $ 9.3 million of expense fiscal 2022 and $ 87.7 million of benefit for fiscal 2021. Our tax expense for fiscal 2023 was primarily due to tax expense related to U.S. and profitable foreign subsidiaries, including tax expense associated with our acquisition of Redline in July 2022 and subsequent restructuring and integration impact. See Note 12. Acquisitions. Our tax expense for fiscal 2022 was primarily due to tax expenses related to U.S. and profitable foreign subsidiaries. 78 Table of Contents The components of deferred tax assets and liabilities were as follows: (In thousands) June 30, 2023 July 1, 2022 Deferred tax assets: Inventory $ 4,363 $ 4,065 Accruals and reserves 1,848 3,248 Bad debts 125 157 Amortization 86 2,274 Share-based compensation 858 807 Deferred revenue 3,678 1,913 Unrealized exchange gain/loss 3,229 374 Other 144 2,888 Capitalized research expenses 5,119 — Tax credit carryforwards 4,274 4,926 Tax loss carryforwards 100,791 114,048 Total deferred tax assets before valuation allowance 124,515 134,700 Valuation allowance ( 37,032 ) ( 37,529 ) Total deferred tax assets 87,483 97,171 Deferred tax liabilities: Branch undistributed earnings reserve 90 176 Depreciation 520 948 Right of use assets 488 548 Other 227 650 Total deferred tax liabilities 1,325 2,322 Net deferred tax assets $ 86,158 $ 94,849 As reported on the consolidated balance sheets Deferred income tax assets $ 86,650 $ 95,412 Deferred income tax liabilities 492 563 Total net deferred income tax assets $ 86,158 $ 94,849 Our valuation allowance related to deferred income taxes, as reflected in our consolidated balance sheets, was $ 37.0 million as of June 30, 2023 and $ 37.5 million as of July 1, 2022. The change in valuation allowance for the fiscal years ended June 30, 2023 and July 1, 2022 was an decrease of $ 0.5 million and an increase of $ 0.1 million, respectively. The decrease in the valuation allowance in fiscal 2023 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. 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. As of June 30, 2023, we continue to maintain a valuation allowance of $ 1.2 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 June 30, 2023 have expiration dates ranging between one year and no expiration in certain instances. The amounts of U.S. federal tax loss carryforwards as of June 30, 2023 was $ 303.5 million and begin to expire in fiscal 2024. The amount of U.S. federal and state tax credit carryforwards as of June 30, 2023 was $ 6.9 million, and certain credits begin to expire in fiscal 2024. The amount of foreign tax loss carryforwards as of June 30, 2023 was $ 186.0 million and certain losses begin to expire in fiscal 2024. The amount of foreign tax credit carryforwards as of June 30, 2023 was $ 3.1 million, and certain credits will begin to expire in fiscal 2026. 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. 79 Table of Contents United States income taxes have not been provided on basis differences in foreign subsidiaries of $ 2.8 million as of June 30, 2023 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 June 30, 2023, we had unrecognized tax benefits of $ 16.1 million for various federal, foreign, and state income tax matters. Unrecognized tax benefits decreased by $ 1.6 million during fiscal 2023. Our total unrecognized tax benefits that, if recognized, would affect our effective tax rate was $ 8.1 million as of June 30, 2023. 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 June 30, 2023. As of June 30, 2023, an immaterial amount of penalties have been accrued. Our unrecognized tax benefit activity for fiscal 2023, 2022 and 2021 was as follows: (In thousands) Amount 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 Additions for tax positions in prior periods 19 Additions for tax positions in current periods 770 Decreases for tax positions in prior periods ( 457 ) Decreases related to change of foreign exchange rate ( 1,953 ) Unrecognized tax benefit as of June 30, 2023 $ 16,086 There was an immaterial change in our unrecognized tax benefit for tax positions in prior periods for fiscal 2023 related to settlements with tax authorities in the table above. Our unrecognized tax benefit decreased for tax positions in prior periods by $ 0.0 million and $ 0.9 million for fiscal 2022 and 2021, 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, Ghana, Kenya, Nigeria, Saudi Arabia and Tanzania. The earliest years for these jurisdictions are as follows: U.S. - 2003; Singapore - 2015; Ghana – 2016; Kenya – 2018; Nigeria – 2006; Saudi Arabia – 2019 and Tanzania - 2017. 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 the ARPA and the impact it may have on our future business. On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022 (“IRA”) which includes a new corporate alternative minimum tax of 15% on adjusted financial statement income of corporations with profits greater than $1 billion, effective for taxable years beginning after December 31, 2022, and a 1% excise tax on stock repurchases 80 Table of Contents by public corporations after December 31, 2022. We will continue to evaluate the applicability and effect of the IRA as more guidance is issued. Note 12. Acquisitions NEC’s Wireless Transport Business On May 9, 2023, the Company entered into a Master Sale of Business Agreement (the “Purchase Agreement”), with NEC Corporation. Pursuant to the Purchase Agreement, the Company will purchase certain assets and liabilities from NEC relating to NEC’s wireless backhaul business (the “NEC Transaction”). Initial consideration due at the closing of the NEC Transaction will be comprised of (i) an amount in cash equal to $ 45.0 million, subject to certain post-closing adjustments, and (ii) the issuance of $ 25 million in Company common stock. Aggregate consideration will be approximately $ 70 million. The Company has obtained permanent financing to fund the cash portion of the NEC Transaction. See Note 7. Credit Facility and Debt for further information. The Purchase Agreement contains certain customary termination rights, including, among others, (i) the right of the Company or NEC to terminate if all the conditions to closing have not been either waived or satisfied on or before February 9, 2024 and (ii) there is a final non-appealable order of a government entity prohibiting the consummation of the NEC Transaction. The NEC Transaction remains subject to, among other things, regulatory approvals and satisfaction of other customary closing conditions. The Company expects to complete the NEC Transaction in the fourth quarter of calendar year 2023. NEC is a leader in wireless backhaul networks with an extensive installed base of their Pasolink series products. Redline Communications Group Inc. On July 5, 2022, the Company acquired all of the issued and outstanding shares of Redline Communications Group Inc. (“Redline”), for a purchase price of $ 20.4 million. Redline is a leading provider of mission-critical data infrastructure. Acquiring Redline allows Aviat to expand its Private Networks Offering with Private LTE/5G and 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 Networks. Cash acquired as part of the all-cash acquisition was $ 4.6 million for total net consideration of $ 15.8 million. The acquisition was accounted for as a business combination using the acquisition method of accounting. The assets acquired and the liabilities assumed have been recorded at their respective fair values as of the acquisition date. The recognized goodwill is attributable to the workforce of the acquired business and expected synergies. The goodwill from this acquisition is expected to be deductible for tax purposes. Transaction costs related to the acquisition were expensed as incurred and are included in selling and administrative expenses in the consolidated statements of operations. The preliminary purchase price allocation has been updated for certain measurement period adjustments based on the final valuation resulting in a $ 2.5 million increase in identifiable finite-lived intangible assets and a $ 2.6 million decrease in net tangible assets acquired. These adjustments resulted in corresponding increase to goodwill. The results of operations of Redline have been included in our consolidated financial statements since the date of acquisition. The Company determined that the impact of this acquisition was not material to our consolidated financial statements; therefore, revenue and earnings since the acquisition date and pro forma information are not required or presented. 81 Table of Contents A summary of the final purchase price allocation is as follows: (In thousands) Cash and cash equivalents $ 4,642 Accounts receivable, net 4,281 Inventories 3,379 Property, plant and equipment, net 688 Identifiable finite-lived intangible assets: Patents 690 Customer relationships 7,730 Trade names 1,330 Other assets 1,921 Accounts payable ( 2,113 ) Advance payments and unearned revenue ( 3,301 ) Other liabilities ( 3,948 ) Goodwill 5,112 Total consideration $ 20,411 The following table presents details of the acquired identifiable finite-lived intangible assets: Useful life in Years Gross Accumulated amortization Net Identifiable intangible assets: Patents 10 $ 690 $ ( 69 ) $ 621 Customer relationships 14 7,730 ( 552 ) 7,178 Trade names 16 1,330 ( 83 ) 1,247 Total identifiable intangible assets $ 9,750 $ ( 704 ) $ 9,046 Amortization of finite-lived intangibles is included in selling and administrative expenses. As of June 30, 2023, the estimated future amortization expense of intangible assets with finite lives is as follows: Amount (In thousands) 2024 $ 704 2025 704 2026 704 2027 704 2028 704 Thereafter 5,526 Total $ 9,046 Note 13. 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 82 Table of Contents 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 June 30, 2023, we had outstanding purchase obligations and other commitments as follows: Payments due by period 2024 2025 2026 2027 2028 Total Purchase obligations with suppliers of contract manufacturers $ 34,004 $ 3,089 $ — $ — $ — $ 37,093 Contractual obligations associated with software as a service and software maintenance support 971 1,708 896 164 — 3,739 Total obligations $ 34,975 $ 4,797 $ 896 $ 164 $ — $ 40,832 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 June 30, 2023, 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 June 30, 2023, we had commercial commitments of $ 61.0 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 June 30, 2023, 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 June 30, 2023, we had not recorded any liabilities related to these indemnifications. Legal Proceedings We are subject from time to time to disputes with customers concerning our products and services. 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. 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. 83 Table of Contents 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 conditions if there is a reasonable possibility that a loss may have been incurred. Gain contingencies are not recorded until realized. We expense all legal costs incurred to resolve regulatory, legal and tax matters as incurred. In March 2016, an enforcement action by the Indian Department of Revenue, Ministry of Finance was brought against our subsidiary Aviat Networks (India) Private Limited (“Aviat India”) relating to the non-realization of intercompany receivables and non-payment of intercompany payables, which originated from 1999 to 2012, within the time frames dictated by the Indian regulations under the Foreign Exchange Management Act. In November 2017, the Indian Department of Revenue, Ministry of Finance also initiated a similar action against Telsima Communications Private Limited (“Telsima India”), a subsidiary of the Company, relating to the non-realization of intercompany receivables and non-payment of intercompany payables which originated from the period prior to our acquisition of Telsima India in February 2009. In September 2019, our directors of Aviat India appeared before the Ministry of Finance Enforcement Directorate. No settlement offers were discussed at the meeting and the matter is still ongoing with no subsequent hearing date currently scheduled as of June 30, 2023. We have accrued an immaterial amount representing the estimated probable loss for which we would settle the matter. We currently cannot form an estimate of the range of loss in excess of our amounts already accrued. If the outcome of this matter is greater than the current immaterial amount accrued, we intend to dispute it vigorously. Periodically, we review the status of each significant matter to assess the potential financial exposure. If a potential loss is considered probable and the amount can be reasonably estimated, we reflect the estimated loss in our 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. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable.