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Item 9A. Controls and Procedures

2024-10-04 compared with 2023-08-30 · 336 added, 62 removed, 99 unchanged (80% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

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

Management is responsible for establishing and maintaining effective disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, to provide reasonable assurance that the information required to be disclosed in reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to management, including the Company’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

As of June 28, 2024, an evaluation was performed, under the supervision and with the participation of management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures.

Based on that evaluation, the Company’s CEO and CFO concluded that as of June 28, 2024, our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described below.

Notwithstanding the material weaknesses described, management concluded the consolidated financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, our financial condition, results of operations and cash flows in accordance with U.S.

Management Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S.

Management, including our CEO and CFO, assessed our internal control over financial reporting as of June 30, 2023.

Management based its assessment on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Management’s assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.

Based on this assessment, management has concluded that our internal control over financial reporting was effective as of June 30, 2023 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with U.S.

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

The effectiveness of the Company’s internal control over financial reporting as of June 30, 2023 has been audited by our independent registered public accounting firm, as stated in their attestation report included herein.

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S.

Management, including the Company’s CEO and CFO, assessed the effectiveness of its internal control over financial reporting as of June 28, 2024.

Management based its assessment on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 COSO framework).

The Company completed the NEC Transaction in November 2023 (as defined above), and management has excluded the acquired business’s internal control over financial reporting from its assessment of the effectiveness of internal controls as of the fiscal year ended June 28, 2024.

The acquired business represents approximately 14% of consolidated total revenues for the fiscal year ended June 28, 2024.

Based on its assessment, management concluded that the Company’s internal control over financial reporting was not effective as of June 28, 2024 due to the material weaknesses detailed below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis.

Management determined that the Company had the following material weaknesses in its internal control over financial reporting as of June 28, 2024:

Ineffective control environment :

the Company did not maintain an effective control environment based on the criteria established in the COSO framework.

The Company did not have sufficient personnel with the appropriate levels of knowledge, experience, and training in accounting and internal control over financial reporting.

The material weakness in the control environment led to the additional material weaknesses detailed below.

Ineffective control activities :

the Company did not maintain effective control activities based on the criteria established in the COSO framework.

Control activities were either not designed effectively or not performed in a timely manner to support the operating effectiveness of the controls to prevent and detect potential material errors.

As a result, the following control deficiencies constitute a material weakness individually and in the aggregate:

(a) management identified instances of ineffective controls over the review of certain (i) revenue transactions, (ii) reconciliations of revenue related account balances, and (iii) reconciliations covering the data transfer of revenue transactions between its financial systems;

(b) management identified instances of ineffective controls related to the determination of the appropriate period for revenue recognition;

(c) management identified instances of ineffective controls related to certain arrangements where revenue is recognized over time and (d) management identified instances of ineffective controls related to the review and approval of journal entries.

Ineffective monitoring activities :

the Company did not maintain effective monitoring activities based on the criteria established in the COSO framework to determine whether the components of internal control over financial reporting were present and functioning.

Monitoring activities were not in place to timely identify and initiate the transition of certain control activities or identify control activities that were not effectively designed.

Remediation Plan

During the fourth quarter of fiscal 2024 we initiated and will continue to implement measures designed to improve our internal control over financial reporting to remediate these material weaknesses with oversight from the Audit Committee of the Board of Directors, including the following:

• We hired and will continue to hire qualified accounting and internal control professionals with the appropriate level of experience and training to design, implement, execute, and monitor our system of internal control.

During the fourth quarter of fiscal year 2024 we hired a new Chief Financial Officer, Head of Internal Audit, and backfilled vacancies resulting from key finance and accounting personnel turnover.

• We will provide training to the applicable control performers related to the importance of timely execution of control activities for which they are responsible.

• We will redesign controls over the determination of the appropriate period for revenue recognition, controls over arrangements where revenue is recognized over time and controls related to the review and approval of journal entries.

• We are implementing a formal monitoring program to perform the necessary evaluations to ascertain whether the components of internal control are present and functioning, including implementing corrective actions as necessary.

We are committed to maintaining a strong control environment and believe that these remediation efforts represent continued improvement in our control environment.

We also expect, with oversight from the Audit Committee of the Board of Directors, to continue to review, optimize and enhance our financial reporting controls and procedures.

The material weaknesses will not be considered remediated until the associated controls operate effectively for a sufficient period of time and management concludes, through testing, that the controls are operating effectively.

The effectiveness of internal control over financial reporting as of June 28, 2024 has been audited by the Company’s independent registered public accounting firm, as stated in their attestation report included herein.

Changes in Internal Controls Over Financial Reporting

There were no changes to our internal control over financial reporting as defined in Rules 13a-15(f) or 15d-15(f) that occurred during the quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Company is in the process of implementing internal control procedures related to the acquired business and expects this to be completed during fiscal 2025.

Except as noted in the foregoing sentence and as set forth above in connection with our material weaknesses, there were no other changes to internal controls over financial reporting as defined in Rules 13a-15(f) or 15d-15(f) that occurred during the Company’s fourth fiscal quarter ended June 28, 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud.

The Company’s management, including its CEO and CFO, does not expect that its disclosure controls and procedures or its internal control over financial reporting will prevent or detect all errors and all fraud.

A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

5 unchanged sentences

Report of Independent Registered Public Accounting Firm

To the stockholders and the Board of Directors of Aviat Networks, Inc.

To the shareholders and the Board of Directors of Aviat Networks, Inc.

Opinion on Internal Control over Financial Reporting

1 unchanged sentence

and subsidiaries (the “Company”) as of June 28, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended June 30, 2023, of the Company and our report dated August 30, 2023, expressed an unqualified opinion on those financial statements.

In our opinion, because of the effect of the material weaknesses identified below on the achievement of objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of June 28, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the fiscal year ended June 28, 2024, of the Company and our report dated October 4, 2024, expressed an unqualified opinion on those financial statements.

As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting of the NEC wireless transport business, which was acquired on November 30, 2023, and whose financial statements constitute approximately 14% of total revenue of the consolidated financial statements for the fiscal year ended June 28, 2024.

Accordingly, our audit did not include the internal control over financial reporting for the NEC wireless transport business.

Basis for Opinion

14 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weaknesses have been identified and included in management’s assessment:

The Company did not maintain an effective control environment based on the criteria established in the COSO framework.

The Company did not have sufficient personnel with the appropriate levels of knowledge, experience, and training in accounting and internal control over financial reporting.

The material weakness in the control environment led to the additional material weaknesses detailed below.

The Company did not maintain effective control activities based on the criteria established in the COSO framework.

Control activities were either not designed effectively or not performed in a timely manner to support the operating effectiveness of the controls to prevent and detect potential material errors.

As a result, the following control deficiencies constitute a material weakness individually and in the aggregate:

(a) the Company identified instances of ineffective controls over the review of certain (i) revenue transactions, (ii) reconciliations of revenue related account balances, and (iii) reconciliations covering the data transfer of revenue transactions between its financial systems;

and (b) The Company identified instances of ineffective controls related to the determination of the appropriate period for revenue recognition;

(c) the Company identified instances of ineffective controls related to certain arrangements where revenue is recognized over time and (d) management identified instances of ineffective controls related to the review and approval of journal entries.

The Company did not maintain effective monitoring activities based on the criteria established in the COSO framework to determine whether the components of internal control over financial reporting were present and functioning.

Monitoring activities were not in place to timely identify and initiate the transition of certain control activities or identify control activities that were not effectively designed.

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the fiscal year ended June 28, 2024, of the Company, and this report does not affect our report on such financial statements.

/s/ Deloitte & Touche LLP

Austin, Texas

August 30, 2023

October 4, 2024

Other Information

During the three months ended June 28, 2024, none of the Company’s Directors or Officers adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K.

As discussed in Note 16.

Revisions to Prior Period Consolidated Financial Statements, subsequent to the third quarter of fiscal 2024, the Company identified errors in the quarterly financial statements for fiscal 2024 related to estimated total contract costs and progress to completion for an over-time arrangement.

The Company has identified additional errors impacting the quarterly financial statements for fiscal 2024 related to the recognition of revenue prior to performance obligations being met and related to journal entries recorded in error.

In accordance with ASC 250, Accounting Changes and Error Corrections and Staff Accounting Bulletins (“SAB”) No.

99, Materiality and No.

108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company evaluated the materiality of the errors and determined that the impacts were not material, individually or in the aggregate, to the Company’s previously issued consolidated financial statements.

The effect of the errors resulted in the following impacts to the quarterly financial statements for fiscal 2024:

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

Three Months Ended March 29, 2024

Nine Months Ended March 29, 2024

(In thousands, except per share amounts) As Previously Reported

As Previously Reported

Product sales $ 70,857 $ (13) $ 70,844 $ 196,794 $ (1,384) $ 195,410

Services 40,756 (778) 39,978 97,421 (1,408) 96,013

Total revenues 111,613 (791) 110,822 294,215 (2,792) 291,423

Cost of revenues:

Product sales 47,791 (8) 47,783 121,775 (786) 120,989

Services 27,288 (320) 26,968 67,224 (383) 66,841

Total cost of revenues 75,079 (328) 74,751 188,999 (1,169) 187,830

Gross margin 36,534 (463) 36,071 105,216 (1,623) 103,593

Selling and administrative 21,300 (1,102) 20,198 61,979 — 61,979

Operating income 5,028 639 5,667 15,569 (1,623) 13,946

Income before income taxes 4,037 639 4,676 13,920 (1,623) 12,297

Provision for income taxes 619 187 806 3,607 (521) 3,086

Net income $ 3,418 $ 452 $ 3,870 $ 10,313 $ (1,102) $ 9,211

Net income per share of common stock outstanding:

Basic $ 0.27 $ 0.04 $ 0.31 $ 0.86 $ (0.10) $ 0.76

Diluted $ 0.27 $ 0.03 $ 0.30 $ 0.84 $ (0.09) $ 0.75

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

Three Months Ended March 29, 2024

Nine Months Ended March 29, 2024

(In thousands) As Previously Reported

As Previously Reported

Net income $ 3,418 $ 452 $ 3,870 $ 10,313 $ (1,102) $ 9,211

Comprehensive income $ 3,077 $ 452 $ 3,529 $ 10,550 $ (1,102) $ 9,448

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

Nine Months Ended March 29, 2024

(In thousands) As Previously Reported

Operating Activities

Net income $ 10,313 $ (1,102) $ 9,211

Deferred taxes 2,180 (521) 1,659

Accounts receivable 14,312 1,103 15,415

Unbilled receivables (17,039) 1,689 (15,350)

Inventories 7,037 (1,061) 5,976

Accrued expenses 11,449 (108) 11,341

Net cash provided by operating activities $ 22,229 $ — $ 22,229

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (unaudited)

Three Months Ended March 29, 2024

Accumulated Deficit Total Equity

(In thousands)

As Previously Reported

Balance as of December 29, 2023

$ (581,019) $ 253,936

Net income 3,418 3,418

Balance as of March 29, 2024

$ (577,601) $ 258,507

Balance as of December 29, 2023

$ (2,913) $ (2,913)

Net income 452 452

Balance as of March 29, 2024

$ (2,461) $ (2,461)

Balance as of December 29, 2023

$ (583,932) $ 251,023

Net income 3,870 3,870

Balance as of March 29, 2024

$ (580,062) $ 256,046

Nine Months Ended March 29, 2024

Accumulated Deficit Total Equity

(In thousands)

As Previously Reported

Balance as of June 30, 2023

$ (587,914) $ 220,098

Net income 10,313 10,313

Balance as of March 29, 2024

$ (577,601) $ 258,507

Balance as of June 30, 2023

$ (1,359) $ (1,359)

Net income (1,102) (1,102)

Balance as of March 29, 2024

$ (2,461) $ (2,461)

Balance as of June 30, 2023

$ (589,273) $ 218,739

Net income 9,211 9,211

Balance as of March 29, 2024

$ (580,062) $ 256,046

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

Three Months Ended December 29, 2023

Six Months Ended December 29, 2023

(In thousands, except per share amounts) As Previously Reported

As Previously Reported

Product sales $ 66,392 $ (1,371) $ 65,021 $ 125,937 $ (1,371) $ 124,566

Services 28,644 27 28,671 56,665 (630) 56,035

Total revenues 95,036 (1,344) 93,692 182,602 (2,001) 180,601

Cost of revenues:

Product sales 37,671 (778) 36,893 73,984 (778) 73,206

Services 20,535 (63) 20,472 39,936 (63) 39,873

Total cost of revenues 58,206 (841) 57,365 113,920 (841) 113,079

Gross margin 36,830 (503) 36,327 68,682 (1,160) 67,522

Selling and administrative 21,442 1,102 22,544 40,679 1,102 41,781

Operating income 4,994 (1,605) 3,389 10,541 (2,262) 8,279

Income before income taxes 5,237 (1,605) 3,632 9,883 (2,262) 7,621

Provision for income taxes 2,347 (499) 1,848 2,988 (708) 2,280

Net income $ 2,890 $ (1,106) $ 1,784 $ 6,895 $ (1,554) $ 5,341

Net income per share of common stock outstanding:

Basic $ 0.24 $ (0.09) $ 0.15 $ 0.59 $ (0.14) $ 0.45

Diluted $ 0.24 $ (0.09) $ 0.15 $ 0.57 $ (0.13) $ 0.44

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

Three Months Ended December 29, 2023

Six Months Ended December 29, 2023

(In thousands) As Previously Reported

As Previously Reported

Net income $ 2,890 $ (1,106) $ 1,784 $ 6,895 $ (1,554) $ 5,341

Comprehensive income $ 3,435 $ (1,106) $ 2,329 $ 7,473 $ (1,554) $ 5,919

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

Six Months Ended December 29, 2023

(In thousands) As Previously Reported

Operating Activities

Net income $ 6,895 $ (1,554) $ 5,341

Deferred taxes 605 (708) (103)

Accounts receivable 3,063 631 3,694

Unbilled receivables (18,772) 1,370 (17,402)

Inventories 852 (848) 4

Accrued expenses 5,171 7 5,178

Other assets and liabilities (3,907) 1,102 (2,805)

Net cash provided by operating activities $ 6,909 $ — $ 6,909

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (unaudited)

Three Months Ended December 29, 2023

Accumulated Deficit Total Equity

(In thousands)

As Previously Reported

Balance as of September 29, 2023

$ (583,909) $ 226,150

Net income 2,890 2,890

Balance as of December 29, 2023

$ (581,019) $ 253,936

Balance as of September 29, 2023

$ (1,807) $ (1,807)

Net income (1,106) (1,106)

Balance as of December 29, 2023

$ (2,913) $ (2,913)

Balance as of September 29, 2023

$ (585,716) $ 224,343

Net income 1,784 1,784

Balance as of December 29, 2023

$ (583,932) $ 251,023

Six Months Ended December 29, 2023

Accumulated Deficit Total Equity

(In thousands)

As Previously Reported

Balance as of June 30, 2023

$ (587,914) $ 220,098

Net income 6,895 6,895

Balance as of December 29, 2023

$ (581,019) $ 253,936

Balance as of June 30, 2023

$ (1,359) $ (1,359)

Net income (1,554) (1,554)

Balance as of December 29, 2023

$ (2,913) $ (2,913)

Balance as of June 30, 2023

$ (589,273) $ 218,739

Net income 5,341 5,341

Balance as of December 29, 2023

$ (583,932) $ 251,023

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

Three Months Ended September 29, 2023

(In thousands, except per share amounts) As Previously Reported

Services $ 28,021 $ (657) $ 27,364

Total revenues 87,566 (657) 86,909

Gross margin 31,852 (657) 31,195

Operating income 5,547 (657) 4,890

Income before income taxes 4,646 (657) 3,989

Provision for income taxes 641 (209) 432

Net income $ 4,005 $ (448) $ 3,557

Net income per share of common stock outstanding:

Basic $ 0.35 $ (0.04) $ 0.31

Diluted $ 0.34 $ (0.04) $ 0.30

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

Three Months Ended September 29, 2023

(In thousands) As Previously Reported

Net income $ 4,005 $ (448) $ 3,557

Comprehensive income $ 4,038 $ (448) $ 3,590

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

Three Months Ended September 29, 2023

(In thousands) As Previously Reported

Operating Activities

Net income $ 4,005 $ (448) $ 3,557

Deferred taxes 39 (209) (170)

Unbilled receivables (2,395) 657 (1,738)

Net cash provided by operating activities 13,980 — 13,980

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (unaudited)

Three Months Ended September 29, 2023

Accumulated Deficit Total Equity

(In thousands)

As Previously Reported

Balance as of June 30, 2023

$ (587,914) $ 220,098

Net income 4,005 4,005

Balance as of September 29, 2023

$ (583,909) $ 226,150

Balance as of June 30, 2023

$ (1,359) $ (1,359)

Net income (448) (448)

Balance as of September 29, 2023

$ (1,807) $ (1,807)

Balance as of June 30, 2023

$ (589,273) $ 218,739

Net income 3,557 3,557

Balance as of September 29, 2023

$ (585,716) $ 224,343

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Certain information required by Part III is omitted from this Annual Report on Form 10-K because we will file a definitive Proxy Statement with the SEC within 120 days after the end of our fiscal year ended June 30, 2023.

Certain information required by Part III is omitted from this Annual Report on Form 10-K because the Company will file a definitive Proxy Statement with the SEC within 120 days after the end of its fiscal year ended June 28, 2024.

Directors, Executive Officers and Corporate Governance

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

We most recently amended and restated our Code of Conduct in November 2022 and posted it on our website.

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

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

The Company’s Code of Conduct was most recently amended and restated in November 2022.

If, in the future, the Company amends its Code of Conduct or grants waivers from its Code of Conduct with respect to any of its executive officers or directors, the Company will make information regarding such amendments or waivers available on its website for a period of at least 12 months.

For information with respect to Executive Officers, see Part I, Item 1 of this Annual Report on Form 10-K, under “Information about our Executive Officers,” which is incorporated herein by reference.

All information required to be disclosed in this Item 10 that is not otherwise contained herein will appear in our definitive Proxy Statement and is incorporated herein by reference.

All information required to be disclosed in this Item 10 that is not otherwise contained herein will appear in the Company’s definitive Proxy Statement and is incorporated herein by reference.

Executive Compensation

Information regarding our executive and director compensation will appear in our definitive Proxy Statement and is incorporated herein by reference.

Information regarding the Company’s executive and director compensation will appear in its definitive Proxy Statement and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information regarding security ownership of certain beneficial owners and management and related stockholder matters will appear in our definitive Proxy Statement and is incorporated herein by reference.

Information regarding security ownership of certain beneficial owners and management and related stockholder matters will appear in the Company’s definitive Proxy Statement and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

Information regarding certain relationships and related transactions, and director independence will appear in our definitive Proxy Statement and is incorporated herein by reference.

Information regarding certain relationships and related transactions, and director independence will appear in the Company’s definitive Proxy Statement and is incorporated herein by reference.

Principal Accountant Fees and Services

Information regarding our principal accountant fees and services will appear in our definitive Proxy Statement and is incorporated herein by reference.

Information regarding principal accountant fees and services will appear in the Company’s definitive Proxy Statement and is incorporated herein by reference.

Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this report:

Financial Statements

Financial Statements and Schedules

The financial statements of Aviat Networks, Inc.

are set forth in Item 8 of this Annual Report on Form 10-K.

Financial Statement Schedules

Schedule Page

Schedule II — Valuation and Qualifying Accounts for the three fiscal years ended June 30, 2023

All other schedules have been omitted because the required information is not present or is not present in amounts sufficient to require submission of the schedules or because the information required is included in the consolidated financial statements or notes thereto.

The financial statement schedules have been omitted because the required information is not required, not applicable or because the information is included elsewhere in the consolidated financial statements or notes thereto.

(b) Exhibits:

The information required by this Item is set forth on the Exhibit Index (following the Signatures section of this report) and is included, or incorporated by reference, in this Form 10-K.

The information required by this Item is set forth on the Exhibit Index (following the Signatures section of this report) and is included, or incorporated by reference, in this Annual Report on Form 10-K.

Form 10–K Summary

1 unchanged sentence

AVIAT NETWORKS, INC.

August 30, 2023 By:

October 4, 2024 By:

/s/ Michael Connaway

Michael Connaway

Senior Vice President and Chief Financial Officer

2 unchanged sentences

Smith President and Chief Executive Officer

(Principal Executive Officer) August 30, 2023

Gray Senior Vice President and Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer) August 30, 2023

/s/ John Mutch Chairman of the Board August 30, 2023

/s/ Bryan Ingram Director August 30, 2023

/s/ Michele Klein Director August 30, 2023

(Principal Executive Officer) October 4, 2024

/s/ Michael Connaway Senior Vice President and Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer) October 4, 2024

Michael Connaway

/s/ John Mutch Chair of the Board

October 4, 2024

/s/ Laxmi Akkaraju

Director October 4, 2024

Laxmi Akkaraju

/s/ Bryan Ingram

Director October 4, 2024

/s/ Michele Klein Director October 4, 2024

Michele Klein

Stoffel Director August 30, 2023

/s/ Bruce Taten Director August 30, 2023

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

AVIAT NETWORKS, INC.

Years Ended June 30, 2023, July 1, 2022 and July 2, 2021

(In thousands) Balance at

Period Charged to

(Credit from)

Expenses Write-offs Balance

Allowances for collection losses:

Year ended June 30, 2023 $ 934 $ 467 $ ( 682 ) $ 719

Year ended July 1, 2022 $ 2,141 $ ( 1,207 ) $ — $ 934

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

/s/ Bruce Taten Director October 4, 2024

EXHIBIT INDEX

1 unchanged sentence

# Description

Master Sale of Business Agreement, dated May 9, 2023, by and among the Company and NEC (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed with the SEC on May 9, 2023, File No.

Amended and Restated Certificate of Incorporation of Aviat Networks, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed with the SEC on February 10, 2017, File No.

2.1#¥ Master Sale of Business Agreement, dated May 9, 2023, by and among the Company and NEC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed May 9, 2023, File No.

2.2#¥ Amendment to the Master Sale of Business Agreement, dated November 30, 2023, by and between the Company and NEC (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed December 1, 2023, File No.

3.1 Amended and Restated Certificate of Incorporation of Aviat Networks, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on November 13, 2023, File No.

3.2 Amended and Restated Bylaws of Aviat Networks, Inc.

7 unchanged sentences

and Computershare Inc., as Rights Agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on February 28, 2023, File No.

Description of Registered Securities

Description of Registered Securities (incorporated by reference to Exhibit 4.5 to the Annual Report on Form 10-K for fiscal year end June 30, 2023 filed with the SEC on August 30, 2023, File No.

Registration Rights and Lock-Up Agreement, dated November 30, 2023, by and between the Company and NEC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on December 1, 2023, File No.

Manufacturing and Supply Agreement, dated November 30, 2023, by and among the Company, NECPF and NEC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on December 1, 2023, File No.

Global Transition Services Agreement, dated November 30, 2023, by and between the Company and NEC (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on December 1, 2023, File No.

Global Seller Transition Services Agreement, dated November 30, 2023, by and between the Company and NEC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on December 1, 2023, File No.

Distribution Agreement, dated November 30, 2023, by and between Aviat Singapore and NEC South Africa (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the SEC on December 1, 2023, File No.

Framework Agreement, dated November 30, 2023, by and between Aviat Singapore and NEC Saudi Arabia (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the SEC on December 1, 2023, File No.

Distribution Agreement, dated November 30, 2023, by and between Aviat Singapore and NEC New Zealand (incorporated by reference to exhibit 10.7 to the Current Report on Form 8-K filed with the SEC on December 1, 2023, File No.

Distribution Agreement, dated November 30, 2023, by and between Aviat Singapore and NEC Malaysia (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed with the SEC on December 1, 2023, File No.

# Description

Trademark License Agreement, dated November 30, 2023, by and between the Company and NEC (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed with the SEC on December 1, 2023, File No.

Intellectual Property License Agreement, dated November 30, 2023, by and between the Company and NEC (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed with the SEC on December 1, 2023, File No.

Trademark Assignment Agreement, dated November 30, 2023, by and between the Company and NEC (incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K filed with the SEC on December 1, 2023, File No.

Development Services Agreement, dated November 30, 2023, by and between Opco and NEC (incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K filed with the SEC on December 1, 2023, File No.

Credit Agreement dated May 9, 2023, by and among the Company, the Opco, the Singapore Borrower and the Lenders (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 9, 2023, File No.

First Amendment to Credit Agreement, dated November 22, 2023, by and among the Borrowers and the Lender (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 29, 2023, File No.

Intellectual Property Agreement between Harris Stratex Networks, Inc.

10 unchanged sentences

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

# Description

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

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

Employ ment Agreement, dated April 15, 2024 , between the Company and Peter Smith .

Aviat Networks, Inc.

1 unchanged sentence

Employment Agreement, dated September 21, 2021 between the Company and David Gray (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on October 18, 2021, File No.

Employment Agreement, dated July 1, 2012 between the Company and Bryan C.

Tucker (incorporated by reference to Exhibit 10.

12 to t h e Annual Report on Form 10-K for fiscal year end July 1 , 202 2 filed with the SEC on September 14, 2022, File No.

Letter Agreement amending Employment Agreement dated June 27, 2019, between the Company and Bryan C.

Tucker (incorporated by reference to Exhibit 10.12.1 to the Annual Report on Form 10-K for fiscal year end Ju ly 1, 2022 filed with the SEC on September 14, 2022, File No.

Employment Agreement, dated April 15, 2024, between the Company and David Gray .

Amendment of Employment Agreement and Release Agreement, dated May 28, 2024 between the Company and David Gray (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 28, 2024, File No.

# Description

I ndependent Contractor Agreement dated May 28, 2024 between the C ompany and David Gray (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on May 28, 2024 , File No.

Employment Agreement, dated July 1, 2012 between the Company and Bryan Tucker (incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K for fiscal year end July 1, 2022 filed with the SEC on September 14, 2022, File No.

Letter Agreement amending Employment Agreement dated June 27, 2019, between the Company and Bryan Tucker (incorporated by reference to Exhibit 10.12.1 to the Annual Report on Form 10-K for fiscal year end July 1, 2022 filed with the SEC on September 14, 2022, File No.

Independent Contractor Agreement dated October 3, 2023 between the Company and Bryan Tucker (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on October 4, 2023 , File No.

Employment Agreement, dated April 15, 2024, between the Company and Erin Boase .

Employment Agreement, dated April 15, 2024, between the Company and Gary Croke .

Employment Agreement, dated May 28 , 2024, between the Company and Michael Connaway .

I nsider Trading Compliance Program and Policy Statement, dated August 22, 2023 .

21* List of Subsidiaries of Aviat Networks, Inc.

Consent of D eloitte & Touche LLP

Consent of BDO USA, P.A.

23.1* Consent of Deloitte & Touche LLP

23.2* Consent of BDO USA, P.

31.1* Rule 13a-14(a)/15d-14(a) Certification of President and Chief Executive Officer

1 unchanged sentence

32.1** Section 1350 Certification of Chief Executive Officer and Chief Financial Officer

I ncentive-Based Compensation Recoupment Policy, dated August 21, 2023.

101.INS XBRL Instance Document

11 unchanged sentences

¥ Certain portions of this exhibit were redacted pursuant to Item 601(b)(2)(ii) of Regulation S-K.

Certain portions of this exhibit were redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

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

What changed 10-K

Item 9A. Controls and Procedures