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Item 1. Financial Statements

2025-05-06 compared with 2025-02-04 · 159 added, 163 removed, 644 unchanged (33% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended Six Months Ended

(In thousands, except per share amounts) December 27,

2024 December 29,

2023 December 27,

2024 December 29,

Three Months Ended Nine Months Ended

(In thousands, except per share amounts) March 28,

2025 March 29,

2024 March 28,

2025 March 29,

Product sales $ 76,824 $ 70,844 $ 220,252 $ 195,410

9 unchanged sentences

Selling and administrative 22,121 20,198 68,348 61,979

Restructuring charges 1,415 2,000 1,415 2,644

Restructuring charges (recovery) 177 ( 417 ) 1,592 2,227

Total operating expenses 30,002 30,404 98,274 89,647

Operating income (loss) 7,970 3,389 ( 7,598 ) 8,279

Operating income 9,294 5,667 1,696 13,946

Interest expense, net 1,557 928 4,252 1,421

Other expense (income), net 269 ( 637 ) 979 165

Other expense, net 3,068 63 4,047 228

Income (loss) before income taxes 4,669 4,676 ( 6,603 ) 12,297

10 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended Six Months Ended

(In thousands) December 27,

2024 December 29,

2023 December 27,

2024 December 29,

Three Months Ended Nine Months Ended

(In thousands) March 28,

2025 March 29,

2024 March 28,

2025 March 29,

Net income (loss) $ 3,528 $ 3,870 $ ( 3,856 ) $ 9,211

Other comprehensive (loss) income:

Other comprehensive income (loss):

Net change in cumulative translation adjustments

1,108 ( 341 ) ( 155 ) 237

Other comprehensive (loss) income ( 3,416 ) 545 ( 1,263 ) 578

Other comprehensive income (loss) 1,108 ( 341 ) ( 155 ) 237

Comprehensive income (loss) $ 4,636 $ 3,529 $ ( 4,011 ) $ 9,448

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and par value amounts) December 27,

(In thousands, except share and par value amounts) March 28,

2025 June 28,

36 unchanged sentences

Preferred stock, $ 0.01 par value, 50.0 million shares authorized, none issued

Common stock, $ 0.01 par value, 300.0 million shares authorized, 12.7 million and 12.6 million shares issued and outstanding as of December 27, 2024 and June 28, 2024, respectively.

Treasury stock 0.2 million and 0.2 million shares as of December 27, 2024 and June 28, 2024, respectively

Common stock, $ 0.01 par value, 300.0 million shares authorized, 12.7 million and 12.6 million shares issued and outstanding as of March 28, 2025 and June 28, 2024, respectively

Treasury stock 0.2 million and 0.2 million shares as of March 28, 2025 and June 28, 2024, respectively

( 7,077 ) ( 6,479 )

7 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

(In thousands) December 27,

2024 December 29,

Nine Months Ended

(In thousands) March 28,

2025 March 29,

Operating Activities

22 unchanged sentences

Purchase of property, plant and equipment ( 10,703 ) ( 1,866 )

Purchase of marketable securities — ( 925 )

Proceeds from sale of asset held for sale 2,589 —

22 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

Three Months Ended December 27, 2024

Three Months Ended March 28, 2025

Common Stock Treasury Stock Additional Paid-in Capital

1 unchanged sentence

(In thousands) Shares $

Balance as of September 27, 2024 12,676 $ 127 $ ( 6,479 ) $ 861,023 $ ( 590,392 ) $ ( 17,167 ) $ 247,112

Balance as of December 27, 2024 12,684 $ 127 $ ( 6,978 ) $ 862,918 $ ( 585,897 ) $ ( 20,583 ) $ 249,587

Net income — — — — 3,528 — 3,528

Other comprehensive loss — — — — — ( 3,416 ) ( 3,416 )

Other comprehensive income — — — — — 1,108 1,108

Issuance of common stock under employee stock plans 16 — — 60 — — 60

2 unchanged sentences

Share-based compensation — — — 1,988 — — 1,988

Balance as of December 27, 2024 12,684 $ 127 $ ( 6,978 ) $ 862,918 $ ( 585,897 ) $ ( 20,583 ) $ 249,587

Three Months Ended December 29, 2023

Balance as of March 28, 2025 12,692 $ 127 $ ( 7,077 ) $ 864,910 $ ( 582,369 ) $ ( 19,475 ) $ 256,116

Three Months Ended March 29, 2024

Common Stock Treasury Stock Additional

1 unchanged sentence

(In thousands) Shares $

Balance as of September 29, 2023 11,719 $ 117 $ ( 6,147 ) $ 832,060 $ ( 585,716 ) $ ( 15,971 ) $ 224,343

Balance as of December 29, 2023 12,521 $ 125 $ ( 6,479 ) $ 856,735 $ ( 583,932 ) $ ( 15,426 ) $ 251,023

Net income — — — — 3,870 — 3,870

Other comprehensive income — — — — — 545 545

Other comprehensive loss — — — — — ( 341 ) ( 341 )

Issuance of common stock under employee stock plans 58 1 — 174 — — 175

Shares withheld for taxes related to vesting of equity awards ( 17 ) — — ( 567 ) — — ( 567 )

Stock repurchase ( 11 ) — ( 332 ) — — — ( 332 )

Share-based compensation — — — 1,886 — — 1,886

Common stock issued in connection with acquisition 737 7 — 22,324 — — 22,331

Balance as of December 29, 2023 12,521 $ 125 $ ( 6,479 ) $ 856,735 $ ( 583,932 ) $ ( 15,426 ) $ 251,023

Balance as of March 29, 2024 12,562 $ 126 $ ( 6,479 ) $ 858,228 $ ( 580,062 ) $ ( 15,767 ) $ 256,046

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

Six Months Ended December 27, 2024

Nine Months Ended March 28, 2025

Common Stock Treasury Stock Additional

8 unchanged sentences

Share-based compensation — — — 5,626 — — 5,626

Balance as of December 27, 2024 12,684 $ 127 $ ( 6,978 ) $ 862,918 $ ( 585,897 ) $ ( 20,583 ) $ 249,587

Six Months Ended December 29, 2023

Balance as of March 28, 2025 12,692 $ 127 $ ( 7,077 ) $ 864,910 $ ( 582,369 ) $ ( 19,475 ) $ 256,116

Nine Months Ended March 29, 2024

Common Stock Treasury Stock Additional

9 unchanged sentences

Common stock issued in connection with acquisition 737 7 — 22,324 — — 22,331

Balance as of December 29, 2023 12,521 $ 125 $ ( 6,479 ) $ 856,735 $ ( 583,932 ) $ ( 15,426 ) $ 251,023

Balance as of March 29, 2024 12,562 $ 126 $ ( 6,479 ) $ 858,228 $ ( 580,062 ) $ ( 15,767 ) $ 256,046

AVIAT NETWORKS, INC.

10 unchanged sentences

In the opinion of the Company’s management, such interim financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of its financial position, results of operations and cash flows for such periods.

The results for the six months ended December 27, 2024 are not necessarily indicative of the results that may be expected for the full fiscal year or future operating periods.

The results for the nine months ended March 28, 2025 are not necessarily indicative of the results that may be expected for the full fiscal year or future operating periods.

The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and footnotes thereto included in Aviat’s Annual Report on Form 10-K for the fiscal year ended June 28, 2024.

3 unchanged sentences

Aviat’s fiscal year includes 52 or 53 weeks and ends on the Friday nearest to June 30.

The three months ended December 27, 2024 and December 29, 2023 both consisted of 13 weeks.

The three months ended March 28, 2025 and March 29, 2024 both consisted of 13 weeks.

Fiscal year 2025 contains 52 weeks and will end on June 27, 2025.

19 unchanged sentences

Summary of Significant Accounting Policies

There have been no material changes in the Company’s significant accounting policies as of and for the six months ended December 27, 2024, as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the fiscal year ended June 28, 2024.

There have been no material changes in the Company’s significant accounting policies as of and for the nine months ended March 28, 2025, as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the fiscal year ended June 28, 2024.

Accounting Standards Not Yet Adopted

19 unchanged sentences

The following table presents the computation of basic and diluted net income (loss) per share:

Three Months Ended Six Months Ended

(In thousands, except per share amounts) December 27,

2024 December 29,

2023 December 27,

2024 December 29,

Three Months Ended Nine Months Ended

(In thousands, except per share amounts) March 28,

2025 March 29,

2024 March 28,

2025 March 29,

Net income (loss) $ 3,528 $ 3,870 $ ( 3,856 ) $ 9,211

2 unchanged sentences

Effect of potentially dilutive equivalent shares

149 224 — 282

Weighted-average shares outstanding, diluted

4 unchanged sentences

The following table summarizes the weighted-average equity awards that were excluded from the diluted net income (loss) per share calculations since they were anti-dilutive:

Three Months Ended Six Months Ended

(In thousands) December 27,

2024 December 29,

2023 December 27,

2024 December 29,

Three Months Ended Nine Months Ended

(In thousands) March 28,

2025 March 29,

2024 March 28,

2025 March 29,

Stock options 308 337 374 315

18 unchanged sentences

however, this will have no impact on the Company’s future obligation to bill and collect.

As of December 27, 2024, the Company reported $ 79.4 million in advance payments and unearned revenue and long-term unearned revenue, of which approximately 70 % is expected to be recognized as revenue in the next twelve months and the remainder thereafter.

Approximately $ 16.6 million and $ 33.2 million of revenue was recognized during the three and six months ended December 27, 2024, respectively, which was included in advance payments and unearned revenue at June 28, 2024.

As of March 28, 2025, the Company reported $ 93.3 million in advance payments and unearned revenue and long-term unearned revenue, of which approximately 70 % is expected to be recognized as revenue in the next twelve months and the remainder thereafter.

Approximately $ 10.4 million and $ 43.6 million of revenue was recognized during the three and nine months ended March 28, 2025, respectively, which was included in advance payments and unearned revenue at June 28, 2024.

Remaining Performance Obligations

The aggregate amount of transaction price allocated to unsatisfied (or partially unsatisfied) performance obligations was approximately $ 150.9 million at December 27, 2024 relating to our long-term field service projects.

The aggregate amount of transaction price allocated to unsatisfied (or partially unsatisfied) performance obligations was approximately $ 149.6 million at March 28, 2025 relating to our long-term field service projects.

Of this amount, approximately 50 % is expected to be recognized as revenue during the next 12 months, with the remaining amount to be recognized thereafter.

2 unchanged sentences

The following provides a summary of cash, cash equivalents, and restricted cash reported within the unaudited condensed consolidated balance sheets that reconciles to the corresponding amount in the unaudited condensed consolidated statement of cash flows:

(In thousands) December 27,

(In thousands) March 28,

2025 June 28,

2 unchanged sentences

Total cash, cash equivalents, and restricted cash $ 51,679 $ 64,934

(In thousands) December 27,

(In thousands) March 28,

2025 June 28,

6 unchanged sentences

The Company records charges to adjust inventories due to excess and obsolete inventory resulting from lower sales forecasts, product transitioning or discontinuance.

The charges incurred during the three and six months ended December 27, 2024 and December 29, 2023 were included in cost of product sales as follows:

Three Months Ended Six Months Ended

The charges incurred during the three and nine months ended March 28, 2025 and March 29, 2024 were included in cost of product sales as follows:

Three Months Ended Nine Months Ended

(In thousands)

2024 December 29,

2023 December 27,

2024 December 29,

2025 March 29,

2024 March 28,

2025 March 29,

Excess and obsolete inventory $ 565 $ 2,251 $ 1,178 $ 2,937

3 unchanged sentences

Other Current Assets

(In thousands) December 27,

(In thousands) March 28,

2025 June 28,

4 unchanged sentences

Property, Plant and Equipment, net

(In thousands) December 27,

(In thousands) March 28,

2025 June 28,

5 unchanged sentences

Total property, plant and equipment, net $ 15,633 $ 9,480

Included in the total property, plant and equipment, gross were $ 7.0 million and $ 4.1 million of assets in progress which have not been placed in service as of December 27, 2024 and June 28, 2024, respectively.

Included in the total property, plant and equipment, gross were $ 7.7 million and $ 4.1 million of assets in progress which have not been placed in service as of March 28, 2025 and June 28, 2024, respectively.

Depreciation expense related to property, plant and equipment, was as follows:

Three Months Ended Six Months Ended

(In thousands) December 27,

2024 December 29,

2023 December 27,

2024 December 29,

Three Months Ended Nine Months Ended

(In thousands) March 28,

2025 March 29,

2024 March 28,

2025 March 29,

Depreciation $ 1,169 $ 1,004 $ 3,959 $ 3,077

Accrued Expenses

(In thousands) December 27,

(In thousands) March 28,

2025 June 28,

9 unchanged sentences

Changes in the warranty liability were as follows:

Three Months Ended Six Months Ended

(In thousands) December 27,

2024 December 29,

2023 December 27,

2024 December 29,

Three Months Ended Nine Months Ended

(In thousands) March 28,

2025 March 29,

2024 March 28,

2025 March 29,

Balance as of the beginning of the period $ 3,926 $ 2,746 $ 2,996 $ 2,100

4 unchanged sentences

Advance Payments and Unearned Revenue

(In thousands) December 27,

(In thousands) March 28,

2025 June 28,

2 unchanged sentences

Total advance payments and unearned revenue $ 85,658 $ 58,839

Excluded from the balances above are $ 8.3 million and $ 7.4 million in long-term unearned revenue as of December 27, 2024 and June 28, 2024, respectively.

Excluded from the balances above are $ 7.7 million and $ 7.4 million in long-term unearned revenue as of March 28, 2025 and June 28, 2024, respectively.

Fair Value Measurements of Assets and Liabilities

5 unchanged sentences

• 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 estimated fair values and valuation input levels of assets and liabilities that are measured at fair value on a recurring basis as of December 27, 2024 and June 28, 2024 were as follows:

(In thousands) December 27, 2024 June 28, 2024 Valuation Inputs

The estimated fair values and valuation input levels of assets and liabilities that are measured at fair value on a recurring basis as of March 28, 2025 and June 28, 2024 were as follows:

(In thousands) March 28, 2025 June 28, 2024 Valuation Inputs

Cash and cash equivalents:

3 unchanged sentences

The Company’s Level 1 items are primarily money market funds and marketable securities.

As of December 27, 2024 and June 28, 2024, the money market funds were valued at $ 1.00 net asset value per share.

As of March 28, 2025 and June 28, 2024, the money market funds were valued at $ 1.00 net asset value per share.

Items are classified within 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.

8 unchanged sentences

Acquisitions for further information.

As of December 27, 2024, the available credit under the Revolver was $ 66.7 million, reflecting the available limit of $ 75.0 million less outstanding letters of credit of $ 8.3 million.

The Company borrowed and repaid $ 35.0 million against the Revolver during the six months ended December 27, 2024.

The Company borrowed $ 75.0 million and repaid $ 48.8 million against the Term Loan during the six months ended December 27, 2024.

The following summarizes the Company’s outstanding long-term debt as of December 27, 2024:

As of March 28, 2025, the available credit under the Revolver was $ 66.3 million, reflecting the available limit of $ 75.0 million less outstanding letters of credit of $ 8.7 million.

The Company borrowed and repaid $ 55.0 million against the Revolver during the nine months ended March 28, 2025.

The Company borrowed $ 75.0 million and repaid $ 49.7 million against the Term Loan during the nine months ended March 28, 2025.

The following summarizes the Company’s outstanding long-term debt as of March 28, 2025:

(In thousands)

8 unchanged sentences

The pricing levels for interest rate margins are determined based on the Consolidated Total Leverage Ratio as determined and adjusted quarterly.

As of December 27, 2024, the applicable margin on Adjusted Term SOFR and Base Rate borrowings was 2.75 % and 1.75 %, respectively.

The effective rate of interest on the outstanding Term Loan borrowings as of December 27, 2024 was 7.2 %.

As of March 28, 2025, the applicable margin on Adjusted Term SOFR and Base Rate borrowings was 2.75 % and 1.75 %, respectively.

The effective rate of interest on the outstanding Term Loan borrowings as of March 28, 2025 was 7.1 %.

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.

1 unchanged sentence

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 December 27, 2024, the Company was in compliance with all financial covenants contained in the Credit Facility.

As of December 27, 2024, scheduled maturities of outstanding long-term debt by fiscal year are as follows:

As of March 28, 2025, the Company was in compliance with all financial covenants contained in the Credit Facility.

As of March 28, 2025, scheduled maturities of outstanding long-term debt by fiscal year are as follows:

(In thousands)

2 unchanged sentences

Restructuring

The following table summarizes restructuring related activities during the six months ended December 27, 2024:

The following table summarizes restructuring related activities during the nine months ended March 28, 2025:

(In thousands) Employee Severance and Benefits Facilities and Other Total

5 unchanged sentences

Balance as of December, 27, 2024 $ 650 $ — $ 650

As of December 27, 2024, the accrued restructuring balance of $ 0.7 million was included in other current liabilities on the unaudited condensed consolidated balance sheets.

Charges, net 177 — 177

Cash payments ( 741 ) — ( 741 )

Balance as of March, 28, 2025 $ 86 $ — $ 86

As of March 28, 2025, the accrued restructuring balance of $ 0.1 million was included in other current liabilities on the unaudited condensed consolidated balance sheets.

Included in the above were positions identified for termination that have not been executed from a restructuring perspective.

8 unchanged sentences

In November 2021, the Company’s Board of Directors approved a stock repurchase program to purchase up to $ 10.0 million of the Company’s common stock.

As of December 27, 2024, $ 6.4 million remains available and Aviat may choose to suspend or discontinue the repurchase program at any time.

As of March 28, 2025, $ 6.3 million remains available and Aviat may choose to suspend or discontinue the repurchase program at any time.

Repurchased shares are recorded as treasury stock.

During the second quarter of fiscal 2025, the Company repurchased 34,600 shares of its common stock in the open market for an aggregate purchase price, including commissions, of $ 0.5 million.

During the third quarter of fiscal 2025, the Company repurchased 5,200 shares of its common stock in the open market for an aggregate purchase price, including commissions, of $ 0.1 million.

Stock Incentive Programs

As of December 27, 2024, the Company had one stock incentive plan for its employees and non-employee directors, the 2018 Incentive Plan (the “2018 Plan”).

As of March 28, 2025, the Company had one stock incentive plan for its employees and non-employee directors, the 2018 Incentive Plan (the “2018 Plan”).

The 2018 Plan provides for the issuance of share-based awards in the form of stock options, stock appreciation rights, restricted stock awards and units, and performance share awards and units.

5 unchanged sentences

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.

During the six months ended December 27, 2024, the Company granted 264,788 restricted stock units and 162,170 performance share awards.

During the nine months ended March 28, 2025, the Company granted 281,659 restricted stock units and 164,553 performance share awards.

The Company recognizes compensation cost for share-based payment awards on a straight-line basis over the requisite service period.

2 unchanged sentences

Total compensation expense for share-based awards included in the unaudited condensed consolidated statements of operations was as follows:

Three Months Ended Six Months Ended

(In thousands) December 27,

2024 December 29,

2023 December 27,

2024 December 29,

Three Months Ended Nine Months Ended

(In thousands) March 28,

2025 March 29,

2024 March 28,

2025 March 29,

By Expense Category:

8 unchanged sentences

Total share-based compensation expense $ 1,988 $ 1,886 $ 5,626 $ 5,545

As of December 27, 2024, there was approximately $ 1.5 million of total unrecognized compensation expense related to non-vested stock options granted which is expected to be recognized over a weighted-average period of 1.4 years.

As of December 27, 2024, there was $ 12.7 million of total unrecognized compensation expense related to non-vested stock awards which is expected to be recognized over a weighted-average period of 2.0 years.

As of March 28, 2025, there was approximately $ 1.1 million of total unrecognized compensation expense related to non-vested stock options granted which is expected to be recognized over a weighted-average period of 1.2 years.

As of March 28, 2025, there was $ 10.6 million of total unrecognized compensation expense related to non-vested stock awards which is expected to be recognized over a weighted-average period of 1.8 years.

Segment and Geographic Information

3 unchanged sentences

The Company reports revenue by region and country based on the location where its customers accept delivery of products and services.

Revenue by region for the three and six months ended December 27, 2024 and December 29, 2023 was as follows:

Three Months Ended Six Months Ended

(In thousands) December 27,

2024 December 29,

2023 December 27,

2024 December 29,

Revenue by region for the three and nine months ended March 28, 2025 and March 29, 2024 was as follows:

Three Months Ended Nine Months Ended

(In thousands) March 28,

2025 March 29,

2024 March 28,

2025 March 29,

North America

9 unchanged sentences

During interim periods, tax expense or benefit are accrued for jurisdictions that are anticipated to be profitable for fiscal 2025.

The determination of income taxes for the six months ended December 27, 2024 and December 29, 2023 was based on the Company’s estimated annual effective tax rate adjusted for losses in certain jurisdictions for which no tax benefit can be recognized.

The tax benefit for the six months ended December 27, 2024 was primarily due to tax benefit resulting from year-to-date losses.

The tax expense for the six months ended December 29, 2023 was primarily due to tax expense related to U.S.

The determination of income taxes for the nine months ended March 28, 2025 and March 29, 2024 was based on the Company’s estimated annual effective tax rate adjusted for losses in certain jurisdictions for which no tax benefit can be recognized.

The tax benefit for the nine months ended March 28, 2025 was primarily due to tax benefit resulting from year-to-date losses.

The tax expense for the nine months ended March 29, 2024 was primarily due to tax expense related to U.S.

and profitable foreign subsidiaries.

The Company has a number of years with open tax audits which vary from jurisdiction to jurisdiction.

The major tax jurisdictions that are open and subject to potential audits include the U.S., Singapore, Ghana, Kenya, Nigeria, Saudi Arabia and Tanzania.

The major tax jurisdictions that are open and subject to potential audits include the U.S., Singapore, Kenya, Nigeria, Saudi Arabia and Tanzania.

The earliest years for these jurisdictions are as follows:

Singapore - 2015;

Ghana – 2016;

Kenya – 2023;

2 unchanged sentences

Interest and penalties related to unrecognized tax benefits are accounted for as part of the provision for federal, foreign, and state income taxes.

Such interest expense was not material for the six months ended December 27, 2024 and December 29, 2023.

Such interest expense was not material for the nine months ended March 28, 2025 and March 29, 2024.

On March 11, 2021, the U.S.

1 unchanged sentence

The Company will continue to examine the elements of the ARPA and the impact it may have on 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 by public corporations after December 31, 2022.

The Company will continue to evaluate the applicability and effect of the IRA as more guidance is issued.

On July 2, 2024, the Company acquired 4RF Limited (“4RF”), a New Zealand company.

21 unchanged sentences

Net assets acquired $ 19,365

The preliminary purchase price allocation has been updated for certain measurement period adjustments based on revised estimates of fair value, which primarily resulted in a $ 2.0 million decrease in inventories, a $ 1.2 million increase in identifiable finite-lived intangible assets acquired and a $ 0.5 million increase to goodwill.

The preliminary purchase price allocation has been updated for certain measurement period adjustments based on revised estimates of fair value, which primarily resulted in a $ 0.9 million decrease in identifiable finite-lived intangible assets acquired, a $ 0.2 million increase in other assets and a $ 0.7 million increase to goodwill.

The preliminary purchase price allocation is subject to adjustment based on the Company obtaining final independent third-party valuations and determining fair value and final allocations of purchase price to the identifiable assets acquired and liabilities assumed.

12 unchanged sentences

In the second quarter of fiscal 2025, the Company transferred consideration of $ 5.8 million to settle a portion of the post-closing working capital adjustment.

As of December 27, 2024, the Company recorded accruals of approximately $ 13.2 million in estimated additional cash consideration, which is included in other current liabilities on the unaudited condensed consolidated balance sheets.

As of March 28, 2025, the Company recorded accruals of approximately $ 13.2 million in estimated additional cash consideration, which is included in other current liabilities on the unaudited condensed consolidated balance sheets.

The additional consideration is primarily related to the settlement of the remaining post-closing working capital adjustment.

19 unchanged sentences

Net assets acquired $ 73,520

The final purchase price allocation has been updated for certain measurement period adjustments based on revised estimates of fair value, which primarily resulted in a $ 3.1 million increase in other liabilities and a $ 2.5 million increase to goodwill.

The following unaudited supplemental pro forma information has been presented as if the NEC Transaction occurred at the beginning of fiscal 2023 and includes certain pro forma adjustments for interest expense, depreciation and amortization expense, the fair value of acquired inventory, and transaction costs, net of income tax:

Three Months Ended Six Months Ended

2023 December 29,

Three Months Ended Nine Months Ended

2024 March 29,

Revenue $ 110,822 $ 376,336

5 unchanged sentences

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 the Company has no present intention to cancel or terminate any of these agreements, the Company currently does not believe that it has any future liability under these agreements.

As of December 27, 2024, the Company had outstanding purchase obligations with its suppliers or contract manufacturers of $ 60.6 million.

As of March 28, 2025, the Company had outstanding purchase obligations with its suppliers or contract manufacturers of $ 45.0 million.

In addition, the Company had purchase obligations of approximately $ 6.5 million associated with software as a service and software maintenance support.

2 unchanged sentences

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 December 27, 2024, the Company had no guarantees applicable to its debt arrangements.

As of March 28, 2025, the Company had no guarantees applicable to its debt arrangements.

The Company has 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 December 27, 2024, the Company had commercial commitments outstanding of $ 23.3 million, that were not recorded on the unaudited condensed consolidated balance sheets.

As of March 28, 2025, the Company had commercial commitments outstanding of $ 24.1 million, that were not recorded on the unaudited condensed consolidated balance sheets.

The Company does not believe, based on historical experience and information currently available, that it is probable that any significant amounts will be required to be paid on these performance guarantees in the future.

4 unchanged sentences

Under the terms of substantially all of the Company’s license agreements, it has agreed to defend and pay any final judgment against its customers arising from claims against such customers that the Company’s products infringe the intellectual property rights of a third party.

As of December 27, 2024, the Company has not received any notice that any customer is subject to an infringement claim arising from the use of its products;

As of March 28, 2025, the Company has not received any notice that any customer is subject to an infringement claim arising from the use of its products;

the Company has not received any request to defend any customers from infringement claims arising from the use of its products;

and the Company has not paid any final judgment on behalf of any customer related to an infringement claim arising from the use of its 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, the Company cannot estimate the maximum amount of potential future payments, if any, related to its

indemnification provisions.

As of December 27, 2024, the Company had not recorded any liabilities related to these indemnifications.

As of March 28, 2025, the Company had not recorded any liabilities related to these indemnifications.

Legal Proceedings

2 unchanged sentences

The Company is aggressively defending all current litigation matters.

Although there can be no assurances and the outcome of these matters is currently not determinable, the Company currently believes that none of these claims or proceedings are likely to have a material adverse effect on its financial position.

Although there can be no assurances and

the outcome of these matters is currently not determinable, the Company currently believes that none of these claims or proceedings are likely to have a material adverse effect on its financial position.

There are many uncertainties associated with any litigation and these actions or other third-party claims against the Company may cause it to incur costly litigation and/or substantial settlement charges.

14 unchanged sentences

In March 2024, the Company appeared before the Joint Director of Enforcement to review the transactions at issue.

No subsequent hearing date has been scheduled as of December 27, 2024.

No subsequent hearing date has been scheduled as of March 28, 2025.

The Company has accrued an immaterial amount representing the estimated probable loss for which it would settle the matter.

12 unchanged sentences

Goodwill $ 19,188 $ 8,217

The $ 10.1 million increase for the six months ended December 27, 2024 is associated with the purchase price allocations for the 4RF acquisition and the NEC Transaction.

The $ 11.0 million increase for the nine months ended March 28, 2025 is associated with the purchase price allocations for the 4RF acquisition and the NEC Transaction.

Refer to Note 11.

3 unchanged sentences

(In thousands except useful life)

Useful life in Years December 27,

Useful life in Years March 28,

2025 June 28,

8 unchanged sentences

Total net intangible assets $ 26,817 $ 13,644

Amortization of finite-lived intangibles for the three and six months ended December 27, 2024 was $ 0.8 million and $ 1.3 million, respectively, and is included in selling and administrative expenses.

There were no impairment charges recorded for the three and six months ended December 27, 2024.

As of December 27, 2024, the estimated future amortization expense of finite-lived intangible assets is as follows (in thousands):

Amortization of finite-lived intangibles for the three and nine months ended March 28, 2025 was $ 0.7 million and $ 2.0 million, respectively, and is included in selling and administrative expenses.

There were no impairment charges recorded for the three and nine months ended March 28, 2025.

As of March 28, 2025, the estimated future amortization expense of finite-lived intangible assets is as follows (in thousands):

Remainder of 2025 $ 704

3 unchanged sentences

NEC Corporation

On November 30, 2023 (the “Closing Date”), the Company completed the NEC Transaction.

On the Closing Date, the Company completed the NEC Transaction.

Acquisitions for further information.

2 unchanged sentences

Starting one day after the Initial Lock-Up Expiration Date, one-twelfth of the issued shares shall be released from the Lock-Up each month, such that all issued shares shall be released from Lock-Up by the two-year anniversary of the Closing Date.

Pursuant to the Purchase Agreement, NEC had the right to nominate a director to the Company’s Board of Directors from the Closing Date and for a period of two years thereafter.

NEC’s nominee for director was elected to the Company’s Board of Directors at the Company’s 2024 Annual Meeting of Stockholders held in November 2024.

As of December 27, 2024, NEC held approximately 5.8 % of the Company’s outstanding common stock.

Pursuant to the Purchase Agreement, NEC has the right to nominate a director to the Company’s Board of Directors from the Closing Date and for a period of two years thereafter.

As of March 28, 2025, NEC held approximately 5.8 % of the Company’s outstanding common stock.

In connection with the closing of the NEC Transaction and as of the Closing Date, the Company and NEC entered into agreements covering the performance of certain post-closing services and licensing arrangements.

2 unchanged sentences

The transition services agreements include arrangements for the Company and NEC to provide and receive certain transition services, primarily associated with administrative functions.

The distribution services agreements includes arrangements where NEC will provide distribution services on behalf of and to the Company and its customers in certain international markets and territories.

The distribution services agreements includes arrangements where NEC will provide distribution services on behalf of and to the

Company and its customers in certain international markets and territories.

The Research and Development Cooperating Agreement for Existing Products includes arrangements for NEC to provide the Company certain services relating to development work to maintain existing products of the NEC business.

2 unchanged sentences

A summary of the related party activity between the Company and NEC is as follows:

Three Months Ended Six Months Ended

(In thousands) December 27,

2024 December 29,

2023 December 27,

2024 December 29,

Three Months Ended Nine Months Ended

(In thousands) March 28,

2025 March 29,

2024 March 28,

2025 March 29,

Transition services received $ 1,131 $ 1,152 $ 3,026 $ 2,236

1 unchanged sentence

Purchase of inventories 12,407 4,783 35,746 4,783

As of December 27, 2024, the Company’s outstanding related party balances with NEC included in the unaudited condensed consolidated balance sheets are as follows:

As of March 28, 2025, the Company’s outstanding related party balances with NEC included in the unaudited condensed consolidated balance sheets are as follows:

(In thousands)

6 unchanged sentences

The Company 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.

In accordance with ASC 250, Accounting Changes and Error Corrections and 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 Company has revised the prior period financial statements and related disclosures for the second quarter of fiscal 2024 to correct the errors.

A summary of the corrections to the impacted financial statement line items in the Company’s previously issued Consolidated Statements of Operations, Comprehensive Income, Equity and Cash Flows for the three and six months ended December 29, 2023 is provided below.

The Company has revised the prior period financial statements and related disclosures for the third quarter of fiscal 2024 to correct the errors.

A summary of the corrections to the impacted financial statement line items in the Company’s previously issued Consolidated Statements of Operations, Comprehensive Income, Equity and Cash Flows for the three and nine months ended March 29, 2024 is provided below.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

Three Months Ended December 29, 2023

Six Months Ended December 29, 2023

Three Months Ended March 29, 2024 Nine Months Ended March 29, 2024

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

18 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

Three Months Ended December 29, 2023

Six Months Ended December 29, 2023

Three Months Ended March 29, 2024 Nine Months Ended March 29, 2024

(In thousands) As Previously Reported

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

Six Months Ended December 29, 2023

Nine Months Ended March 29, 2024

(In thousands) As Previously Reported

3 unchanged sentences

Deferred taxes 2,180 ( 521 ) 1,659

Changes in operating assets and liabilities:

Accounts receivable 14,312 1,103 15,415

2 unchanged sentences

Accrued expenses 11,449 ( 108 ) 11,341

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

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

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (unaudited)

Three Months Ended December 29, 2023

Three Months Ended March 29, 2024

Accumulated Deficit Total Equity

1 unchanged sentence

As Previously Reported

Balance as of September 29, 2023

Balance as of December 29, 2023

$ ( 581,019 ) $ 253,936

Net income 3,418 3,418

Balance as of December 29, 2023

Balance as of March 29, 2024

$ ( 577,601 ) $ 258,507

Balance as of September 29, 2023

Balance as of December 29, 2023

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

Net income 452 452

Balance as of December 29, 2023

Balance as of March 29, 2024

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

Balance as of September 29, 2023

Balance as of December 29, 2023

$ ( 583,932 ) $ 251,023

Net income 3,870 3,870

Balance as of December 29, 2023

Balance as of March 29, 2024

$ ( 580,062 ) $ 256,046

Six Months Ended December 29, 2023

Nine Months Ended March 29, 2024

Accumulated Deficit Total Equity

4 unchanged sentences

Net income 10,313 10,313

Balance as of December 29, 2023

Balance as of March 29, 2024

$ ( 577,601 ) $ 258,507

2 unchanged sentences

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

Balance as of December 29, 2023

Balance as of March 29, 2024

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

2 unchanged sentences

Net income 9,211 9,211

Balance as of December 29, 2023

Balance as of March 29, 2024

$ ( 580,062 ) $ 256,046

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-Q

Item 1. Financial Statements