What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-09-10 compared with 2024-10-04 · 128 added, 310 removed, 1140 unchanged (28% of the section changed)

20 unchanged sentences

Related Party Transactions

Revisions to Prior Period Consolidat ed Financial Statements

Subsequent Events

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We have audited the accompanying consolidated balance sheets of Aviat Networks, Inc.

and subsidiaries (the "Company") as of June 28, 2024 and June 30, 2023, the related consolidated statements of operations, comprehensive income, cash flows, and equity, for the fiscal years ended June 28, 2024 and June 30, 2023, and the related notes (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 28, 2024 and June 30, 2023, and the results of its operations and its cash flows for the fiscal years ended June 28, 2024 and 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 28, 2024, 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 October 4, 2024, expressed an adverse opinion on the Company's internal control over financial reporting.

and subsidiaries (the "Company") as of June 27, 2025 and June 28, 2024, the related consolidated statements of operations, comprehensive income, cash flows, and equity, for each of the three fiscal years in the period ended June 27, 2025, and the related notes (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 27, 2025 and June 28, 2024, and the results of its operations and its cash flows for each of the three fiscal years in the period ended June 27, 2025, 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 27, 2025, 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 September 10, 2025, expressed an adverse opinion on the Company's internal control over financial reporting.

Basis for Opinion

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Critical Audit Matter

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

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 matter 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 separate opinions 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

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• 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

Acquisitions — NEC’s Wireless Transport Business – Key Assumptions in Valuation of Acquired Intangible Assets - Refer to Note 12 to the financial statements

Critical Audit Matter Description

The Company completed the acquisition of NEC’s Wireless Transport on November 30, 2023.

The Company accounted for the acquisition under the acquisition method of accounting for business combinations.

Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including intangible assets of $5.6 million.

Management estimated the fair value of the customer relationships intangible asset using the multi-period excess earnings method, and the fair value of the technology intangible asset using the relief from royalty method, both of which are specific discounted cash flow methods.

The fair value determination of the intangible assets required management to make significant estimates and assumptions related to the future profitability of the acquired business, the selection of the discount rate, and the selection of the royalty rate.

Given the fair value determination of intangible assets for NEC’s Wireless Transport Business requires management to make estimates about the future profitability of the acquired business, the selection of the discount rate, and the selection of the royalty rate, performing audit procedures to evaluate the reasonableness of these estimates and assumptions required an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the assumptions of future profitability of the acquired business within the company’s forecasts of future cash flows and the selection of the discount rate and royalty rate for the intangible assets included the following, among others:

• We tested the reasonableness of the profitability assumptions within management’s forecasts of cash flows by comparing the projections to historical results and certain peer companies, and performing a retrospective review.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology, (2) discount rate, and (3) royalty rate by:

◦ Testing the source information underlying the determination of the discount rate and testing the mathematical accuracy of the calculation.

◦ Developing a range of independent estimates and comparing those to the discount rate selected by management.

◦ Testing management’s return on assets model used in estimating the selected royalty rate.

◦ Performing a profit split analysis to assess the selected royalty rate.

• We evaluated whether the profitability assumptions within the estimated future cash flows were consistent with evidence obtained in other areas of the audit.

/s/ Deloitte & Touche LLP

Austin, Texas

October 4, 2024

We have served as the Company's auditor since fiscal year 2023.

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 statements of operations, comprehensive income, equity, and cash flows of Aviat Networks, Inc.

(the “Company”) for the fiscal year ended July 1, 2022, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the results of the Company’s operations and its cash flows for the fiscal year 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 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 consolidated 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 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 audit 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 audit provides a reasonable basis for our opinion.

/s/ BDO USA, LLP

San Jose, California

September 10, 2025

We served as the Company's auditor from 2015 to 2022.

We have served as the Company's auditor since fiscal year 2023.

AVIAT NETWORKS, INC.

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Fiscal Year Ended

(In thousands, except per share amounts) June 28, 2024 June 30, 2023 July 1, 2022

(In thousands, except per share amounts) June 27, 2025 June 28, 2024 June 30, 2023

Product sales $ 287,657 $ 274,205 $ 238,579

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Operating income 10,575 19,401 24,620

Interest expense (income), net 2,337 532 ( 157 )

Other expense (income), net 158 2,774 ( 1,533 )

Interest expense, net 6,058 2,337 532

Other expense, net 941 158 2,774

Income before income taxes 3,576 16,906 21,314

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Fiscal Year Ended

(In thousands) June 28, 2024 June 30, 2023 July 1, 2022

(In thousands) June 27, 2025 June 28, 2024 June 30, 2023

Net income $ 1,341 $ 10,760 $ 10,169

Other comprehensive (loss) income:

Other comprehensive income (loss):

Net change in cumulative translation adjustment 505 ( 3,316 ) 25

Other comprehensive (loss) income ( 3,316 ) 25 ( 1,702 )

Other comprehensive income (loss) 505 ( 3,316 ) 25

Comprehensive income $ 1,846 $ 7,444 $ 10,194

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Long-term debt

68,966 45,954

Unearned revenue 8,063 7,413

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Fiscal Year Ended

(In thousands) June 28, 2024 June 30, 2023 July 1, 2022

(In thousands) June 27, 2025 June 28, 2024 June 30, 2023

Operating Activities

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Amortization of intangible assets 2,707 1,002 704

Provision for (recovery from) uncollectible receivables 1,300 467 ( 23 )

Provision for uncollectible receivables 1,729 1,300 467

Share-based compensation 7,067 7,341 6,720

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Non-cash lease expense 1,518 948 639

Net loss (gain) on marketable securities 41 1,734 ( 2,614 )

Net (gain) loss on marketable securities ( 103 ) 41 1,734

Other non-cash operating activities, net 355 128 67

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Payments of deferred financing costs ( 529 ) ( 79 ) ( 753 )

Payments of deferred consideration for acquisitions ( 18,552 ) — —

Payments for repurchase of common stock — treasury shares ( 597 ) ( 332 ) —

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Effect of exchange rate changes on cash, cash equivalents, and restricted cash 1,209 ( 1,605 ) ( 311 )

Net increase (decrease) in cash, cash equivalents and restricted cash 42,413 ( 14,583 ) ( 11,094 )

Net (decrease) increase in cash, cash equivalents and restricted cash ( 2,921 ) 42,413 ( 14,583 )

Cash, cash equivalents, and restricted cash, beginning of year 64,934 22,521 37,104

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2025 June 28,

2024 June 30,

Non-cash investing and financing activities:

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Net income — — — — — 10,169 — 10,169

Other comprehensive loss — — — — — — ( 1,702 ) ( 1,702 )

Other comprehensive income — — — — — — 25 25

Issuance of common stock under employee stock plans 396 3 — — 1,267 — — 1,270

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Share-based compensation — — — — 6,720 — — 6,720

Balance as of July 1, 2022 11,161 $ 112 195 $ ( 6,147 ) $ 823,259 $ ( 599,442 ) $ ( 16,029 ) $ 201,753

Balance as of June 30, 2023 11,518 $ 115 195 $ ( 6,147 ) $ 830,048 $ ( 589,273 ) $ ( 16,004 ) $ 218,739

Net income — — — — — 10,760 — 10,760

Other comprehensive income — — — — — — 25 25

Other comprehensive loss — — — — — — ( 3,316 ) ( 3,316 )

Issuance of common stock under employee stock plans 400 4 — — 1,054 — — 1,058

Shares withheld for taxes related to vesting of equity awards ( 22 ) — — — ( 696 ) — — ( 696 )

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

Share-based compensation — — — — 7,341 — — 7,341

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

Balance as of June 28, 2024 12,622 $ 126 206 $ ( 6,479 ) $ 860,071 $ ( 578,513 ) $ ( 19,320 ) $ 255,885

Net income — — — — — 1,341 — 1,341

Other comprehensive loss — — — — — — ( 3,316 ) ( 3,316 )

Other comprehensive income — — — — — — 505 505

Issuance of common stock under employee stock plans 208 2 — — 226 — — 228

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Share-based compensation — — — — 7,067 — — 7,067

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

Balance as of June 27, 2025 12,740 $ 127 246 $ ( 7,076 ) $ 866,119 $ ( 577,172 ) $ ( 18,815 ) $ 263,183

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

This was June 28, 2024 for fiscal 2024, June 30, 2023 for fiscal 2023 and July 1, 2022 for fiscal 2022.

This was June 27, 2025, for fiscal 2025, June 28, 2024, for fiscal 2024 and June 30, 2023, for fiscal 2023.

Fiscal 2025, 2024 and 2023 includes 52 weeks.

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Actual results may differ materially from estimates.

Revisions to Prior Period Consolidated Financial Statements

Subsequent to the issuance of the consolidated financial statements and related disclosures for the fiscal year ended June 30, 2023, the Company identified certain errors impacting previously reported financial information.

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 for any of the prior reporting periods in which they occurred, but that correcting the error in the current reporting period would be material to the Company’s results of operations for fiscal 2024.

As a result, the Company has restated the prior period financial statements and related disclosures for fiscal 2023 to correct the errors for comparability across all periods presented herein.

Refer to Note 16.

Revisions to Prior Period Consolidated Financial Statements for further information.

Cash, Cash Equivalents and Restricted Cash

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During fiscal 2025, 2024 and 2023, no customer accounted for more than 10% of total revenue.

During fiscal 2022 there was one customer that accounted for 13 % of total revenue.

As of June 28, 2024, no customer accounted for more than 10% of accounts receivable.

As of June 30, 2023, a group of related entities accounted for approximately 14 %, of accounts receivable.

As of June 27, 2025, and June 28, 2024, no customer accounted for more than 10% of accounts receivable.

Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash equivalents, trade accounts receivable and from time to time, financial instruments used in foreign currency hedging activities.

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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.

Cost is determined using standard cost, which approximates actual cost on a weighted-average first-in-first-out basis, or in certain circumstances actual cost.

The Company regularly reviews inventory quantities on hand and records adjustments to reduce the cost of inventory for excess and obsolete inventory based primarily on estimated forecast of product demand and production requirements.

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Leases with an initial term of 12 months or less are not recorded on our consolidated balance sheets.

Lease expense for these leases are recognized on a straight-line basis over the lease term.

Lease expense for these leases is recognized on a straight-line basis over the lease term.

Refer to Note 4.

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For non-qualified stock options, the Black-Scholes option pricing model is used to estimate the fair value as of the grant date.

The determination of the fair value of stock option awards is affected by the Company’s stock price and assumptions regarding a number variables.

The determination of the fair value of stock option awards is affected by the Company’s stock price and assumptions regarding a number of variables.

These variables include the Company’s 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.

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Income Taxes for further information.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The ASU expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly presented to the chief operating decision maker.

The disclosures required under ASU 2023-07 are also required for public entities with a single reportable segment.

ASU 2023-07 is effective for the Company’s annual reporting beginning in fiscal 2025 and for interim periods beginning in fiscal 2026.

The Company adopted ASU 2023-07 for the year ended June 27, 2025.

The adoption of this standard does not have a material impact on the Company’s consolidated financial statements.

Accounting Standards Not Yet Adopted

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The Company is currently evaluating the impact of this ASU on its consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The disclosures required under ASU 2023-07 are also required for public entities with a single reportable segment.

ASU 2023-07 is effective for the Company’s annual reporting beginning in fiscal 2025 and for interim periods beginning in fiscal 2026.

The Company is currently evaluating the impact of the ASU on its consolidated financial statements.

The Company considers the applicability and impact of all ASUs issued by the FASB.

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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.

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.

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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.

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.

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Cash paid for operating lease liabilities $ 1,731 $ 1,044

As of June 28, 2024, future minimum lease payments under all non-cancelable operating leases with an initial term greater than one year is as follows (in thousands):

As of June 27, 2025, future minimum lease payments under all non-cancelable operating leases with an initial term greater than one year are as follows (in thousands):

Thereafter 838

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Assets held for sale

During the third quarter of fiscal 2024, management initiated the sale of the Company’s property located in New Zealand.

As of June 28, 2024, the aggregate carrying value of the assets held for sale was $ 2.7 million.

During fiscal 2024, management initiated the sale of the Company’s property located in New Zealand.

The Company completed the sale of the property in August 2024.

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(In thousands) June 27, 2025 June 28, 2024

Land $ — $ 210

Buildings and leasehold improvements $ 2,086 $ 1,302

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Included in the total plant, property and equipment above were $ 10.3 million and $ 4.1 million of assets in progress which have not been placed in service as of June 27, 2025, and June 28, 2024, respectively.

During the third quarter of fiscal 2024, $ 0.2 million of land, $ 4.7 million of buildings and improvements, and $( 2.2 ) million of accumulated depreciation, were reclassified from property, plant and equipment, net to assets held for sale.

Depreciation expense related to property, plant and equipment was $ 5.3 million, $ 4.0 million and $ 5.5 million in fiscal 2025, 2024 and 2023, respectively.

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Unearned revenue 61,923 50,322

Total advanced payments and unearned revenue

$ 73,735 $ 58,839

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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.

The Company’s bank certificates of deposit are classified within Level 2.

The Company’s bank certificates of deposit are classified as Level 2.

The carrying value of bank certificates of deposit approximates their fair value.

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Credit Facility and Debt

The Company entered into a Secured Credit Facility Agreement (the “Credit Facility”), dated May 9, 2023, amended as of November 22, 2023, 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 Company entered into a Secured Credit Facility Agreement (the “Credit Facility”), dated May 9, 2023, amended as of November 22, 2023 and October 18, 2024, 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 $ 75.0 million revolving credit facility (the “Revolver”) and a $ 75.0 million Term Loan Facility (the “Term Loan”) with a maturity date of October 18, 2029.

The $ 75.0 million Revolver can be borrowed with a $ 10.0 million sub-limit for letters of credit, and a $ 10.0 million swingline loan sub-limit.

On August 28, 2025, the Company entered into an amendment under the Credit Facility to increase the Term Loan and Revolver commitments by $ 20 million for each instrument.

Refer to Note 16.

Subsequent Events for further information.

In November 2023, the Company borrowed $ 50.0 million against the Term Loan to primarily settle the cash portion of the consideration associated with the NEC Transaction.

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The Company borrowed $ 95.0 million and repaid $ 80.0 million against the Revolver in fiscal 2025.

As of June 28, 2024, the Company had $ 48.8 million outstanding under its Term Loan and no borrowings under its Revolver.

The Company borrowed $ 75.0 million and repaid $ 50.6 million against the Term Loan in fiscal 2025.

As of June 27, 2025, the Company had $ 73.1 million outstanding under its Term Loan and $ 15.0 million borrowings under its Revolver.

The following summarizes the Company’s outstanding long-term debt as of June 27, 2025:

1 unchanged sentence

Term loan $ 73,125

Revolver 15,000

unamortized deferred financing costs ( 535 )

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(In thousands)

2030 $ 60,000

Total $ 73,125

In the fourth quarter of fiscal 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.

Restructuring Activities

The following table summarizes restructuring related activities during fiscal 2025, 2024 and 2023:

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

(In thousands) Employee Severance and Benefits

Balance as of July 1, 2022 $ 1,381

Charges (reversals), net 474 ( 236 ) 238

Charges, net 2,947

Cash payments ( 3,728 )

Other ( 23 ) ( 12 ) ( 35 )

Balance as of July, 1, 2022 1,381 — 1,381

Balance as of June 30, 2023 600

Charges, net 3,901

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Fiscal 2025 Plans

During fiscal 2024, the Company’s Board of Directors approved restructuring plans, primarily associated with the NEC Transaction (as defined below) and reductions in workforce in certain of the Company’s operations to optimize skill sets and align cost structure.

During fiscal 2025, the Company’s Board of Directors approved restructuring plans, primarily associated with reductions in workforce in certain of the Company’s operations to optimize skill sets and align cost structure and reductions associated with the NEC Transaction and 4RF acquisition.

The fiscal 2025 plans are expected to be completed through the end of fiscal 2026.

Prior Fiscal Years’ Plans

Activities under the prior fiscal years’ plans primarily included reductions in workforce across the Company associated with the acquisition of Redline (as defined below) and certain of the Company’s operations outside the United States.

Activities under the prior fiscal years’ plans primarily included reductions in workforce across the Company associated with the NEC Transaction and reductions in workforce in certain of the Company’s operations to optimize skill sets and align cost structure.

Payments related to the accrued restructuring balance for the prior fiscal years’ plans are complete.

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Stock Repurchase Program

In May 2018, the Company’s Board of Directors authorized a stock repurchase program to purchase up to $ 7.5 million of the Company’s common stock.

During the second quarter of fiscal 2022, the May 2018 stock repurchase program was exhausted.

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

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Options outstanding as of June 28, 2024 437 $ 27.51 4.64 $ 1,949

Granted 151 $ 33.62

Exercised ( 22 ) $ 10.27

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Fair value of options vested $ 228 $ 1,190 $ 1,142

The fair value of each option grant was estimated using the Black-Scholes option pricing model on the date of grant.

The fair value of each option grant was estimated using the Black-Scholes option pricing model on the date of grant for option grants during fiscal 2024 and 2023.

No option grants were issued during fiscal 2025.

A summary of the weighted-average significant assumptions used in the Black-Scholes valuation model is as follows:

2024 2023 2022

Dividend yield — % — %

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The profitability of geographic regions is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company.

Significant segment expenses are presented in Aviat’s consolidated statement of operations.

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

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Total $ 20,566 $ 13,190

Income (loss) before provision for income taxes during fiscal 2024, 2023 and 2022 consisted of the following:

Income before provision for income taxes during fiscal 2025, 2024 and 2023 consisted of the following:

(In thousands) 2025 2024 2023

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The Company’s tax expense for fiscal 2024 was primarily due to tax expense related to U.S.

and profitable foreign subsidiaries, partially offset by Canada valuation allowance release.

The Company’s tax expense for fiscal 2023 was primarily due to tax expense related to U.S.

and profitable foreign subsidiaries, including deferred tax expense associated with the acquisition of Redline (as defined below) in July 2022 and the subsequent restructuring and integration impact.

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The decrease in the valuation allowance in fiscal 2025 was primarily due to the release of certain foreign valuation allowances.

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 the Company cannot recognize tax benefits.

Similarly the decrease in the valuation allowance in fiscal 2024 was primarily due to the release of certain foreign valuation allowances.

As of June 27, 2025, the Company maintains a valuation allowance of $ 1.0 million on certain U.S.

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Decreases for tax positions in prior periods —

Decreases related to expiration of the statute of limitations ( 457 )

Decreases related to change of foreign exchange rate ( 1,953 )

Unrecognized tax benefit as of July 1, 2022 17,707

Unrecognized tax benefit as of June 30, 2023 16,086

Additions for tax positions in prior periods —

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Decreases for tax positions in prior periods —

Decrease related to expiration of the statute of limitations ( 102 )

Decreases related to change of foreign exchange rate ( 880 )

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Decreases for tax positions in prior periods —

Decreases related to change of foreign exchange rate ( 880 )

Decreases related to settlements with tax authorities ( 186 )

Decrease related to expiration of the statute of limitations ( 819 )

Increases related to change of foreign exchange rate 89

Unrecognized tax benefit as of June 27, 2025 $ 15,977

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An immaterial amount of penalties have been accrued as of June 27, 2025.

There was an immaterial change in the Company’s unrecognized tax benefit for tax positions in prior periods for fiscal 2024 related to settlements with tax authorities in the table above.

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 earliest years for these jurisdictions are as follows:

Singapore - 2015;

Ghana – 2016;

Kenya – 2018;

Nigeria – 2006;

Saudi Arabia – 2019 and Tanzania - 2017.

We file income tax returns in the U.S., Singapore, and various state and foreign jurisdictions.

We are currently under examination in Singapore for fiscal years 2015-2021 and in various other foreign jurisdictions.

We remain subject to potential audits in the U.S.

for fiscal years after 2021, and in Singapore for fiscal years after 2014.

Additionally, all net operating losses and tax credits generated to date in these two jurisdictions are subject to adjustment.

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.

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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, Aviat purchased all of the issued and outstanding shares of 4RF in an all-cash transaction for $ 18.2 million, net of $ 1.2 million cash acquired.

4RF is a leading provider of industrial wireless access solutions, including narrowband point-to-point/multi-point radios and Private LTE and 5G routers.

The acquisition of 4RF allows Aviat to expand its product offering for the global industrial wireless access markets including Private LTE/5G.

The 4RF acquisition was accounted for as a business combination using the acquisition method of accounting.

During the fourth quarter of fiscal 2025, the Company finalized purchase accounting adjustments for the valuation of intangible and tangible assets acquired.

The fair value of the acquired intangible assets are based on estimates and assumptions that are considered reasonable to the Company.

A summary of the finalized purchase price allocation is as follows:

Fair Value Useful Life in Years

(In thousands)

Cash and cash equivalents

Accounts receivable, net 2,575

Inventories 5,123

Property, plant and equipment, net 235

Identifiable finite-lived intangible assets:

Customer relationships 7,100 10

Technology 1,800 7

Other assets 4,647

Accounts payable ( 5,104 )

Advance payments and unearned revenue ( 323 )

Other liabilities ( 2,202 )

Goodwill 3,999

Net assets acquired $ 19,365

The final purchase price allocation was updated during the fourth quarter of fiscal 2025 for certain measurement period adjustments based on revised estimates of fair value, which primarily resulted in a $ 1.7 million decrease in inventories, a $ 1.1 million increase in other assets, a $ 0.4 million increase in identifiable intangible assets and a $ 0.3 million increase in goodwill.

The goodwill from this acquisition is non-deductible for tax purposes.

Revenue and operating income associated with the 4RF acquisition included in the consolidated financial statements of operations from the acquisition date to the period ended June 27, 2025, were $ 25.3 million and $ 4.3 million, respectively.

NEC’s Wireless Transport Business

6 unchanged sentences

The fair value of the shares issued was determined based on the closing market price of the Company’s common stock on the acquisition date.

Aggregate consideration transferred at closing was approximately $ 54.5 million, which is subject to certain post-closing adjustments.

As of June 28, 2024, the Company recorded accruals of approximately $ 19.9 million in estimated additional cash consideration, which is included in other current liabilities on the consolidated balance sheets.

The additional consideration is primarily related to the settlement of the post-closing working capital adjustment, and is expected to be transferred to NEC in the first half of fiscal 2025.

Aggregate consideration transferred at closing was approximately $ 54.5 million, which was subject to certain post-closing adjustments.

The Company funded the cash portion of the consideration with Term Loan borrowings under its Credit Facility.

1 unchanged sentence

Credit Facility and Debt for further information.

In the second and fourth quarters of fiscal 2025, the Company transferred consideration of $ 5.8 million and $ 12.7 million, respectively, to settle the post-closing working capital adjustment.

The NEC Transaction was accounted for as a business combination using the acquisition method of accounting.

6 unchanged sentences

The Company incurred acquisition-related costs of $ 8.2 million related to the NEC Transaction during fiscal 2024.

A summary of the preliminary purchase price allocation is as follows:

A summary of the finalized purchase price allocation is as follows:

Fair Value Useful Life in Years

12 unchanged sentences

Net assets acquired $ 73,520

The preliminary purchase price allocation is subject to adjustment based on the Company obtaining final independent third-party valuations, determining fair value and final allocations of purchase price to the identifiable assets acquired and liabilities assumed, and determining the final consideration, including adjustments related to settlement of the final post-closing working capital adjustment.

The final purchase price allocation was updated during the second quarter of fiscal 2025 for certain measurement period adjustments based on revised estimates of fair value.

Purchase price allocation adjustments during the measurement period primarily resulted in a $ 9.4 million decrease in accounts receivable, $ 6.3 million decrease in inventories, $ 5.3 million increase in identifiable intangible assets, and $ 10.0 million increase in goodwill.

Revenue and operating loss associated with the NEC Transaction included in the consolidated statements of operations from the acquisition date to the period ended June 28, 2024, were $ 54.9 million and $( 1.0 ) million, respectively.

3 unchanged sentences

Net income (loss) 19,637 ( 411 )

Fiscal 2023 unaudited supplemental pro forma earnings were adjusted to include $ 8.2 million of acquisition-related costs incurred in fiscal 2024.

There were no other material nonrecurring adjustments.

The unaudited supplemental pro forma information presented above is for informational purposes only and is not necessarily indicative of the operating results that would have occurred if the NEC Transaction had occurred at the beginning of fiscal 2023, nor is it necessarily indicative of future operating results.

Redline Communications Group Inc.

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Purchase Orders and Other Commitments

(ii) finished products that it requested be held as safety stock, and (iii) work in process started on its behalf, in the event it cancels or terminates the purchasing agreement.

From time to time in the normal course of business, the Company may enter into purchasing agreements with its suppliers that require the Company to accept delivery of and remit full payment for (i) finished products that it has ordered, (ii) finished products that it requested be held as safety stock, and (iii) work in process started on its behalf, in the event it cancels or terminates 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 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.

12 unchanged sentences

Letters of credit $ 8,693

Total commercial commitments

Indemnifications

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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 June 28, 2024.

The Company appeared with their attorneys at a hearing on May 22, 2025, to once again provide information.

No subsequent hearing date has been scheduled as of September 10, 2025.

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

12 unchanged sentences

Goodwill $ 19,655 $ 8,217

The $ 3.1 million increase in goodwill during fiscal 2024 is associated with the NEC Transaction as described in Note 12.

The $ 11.4 million increase in goodwill during fiscal 2025 is associated with the purchase price allocations for the 4RF acquisition and the NEC Transaction as described in Note 12.

Acquisitions.

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Customer relationships 10 - 15

24,022 11,530

Trade names 3 - 16

Total gross intangible assets

31,340 15,350

Accumulated amortization ( 4,443 ) ( 1,706 )

Total net intangible assets $ 26,897 $ 13,644

The $ 5.6 million increase in finite-lived intangible assets during fiscal 2024 is associated with the NEC Transaction as described in Note 12.

The $ 16.0 million increase in finite-lived intangible assets during fiscal 2025 is associated with the purchase price allocations for the 4RF acquisition and the NEC Transaction as described in Note 12.

Acquisitions.

Amortization of finite-lived intangibles for fiscal 2024 and 2023 was $ 1.0 million and $ 0.7 million, respectively, and is included in selling and administrative expenses.

There was no amortization expense in fiscal 2022.

Amortization of finite-lived intangibles for fiscal 2025, 2024 and 2023 was $ 2.7 million, $ 1.0 million and $ 0.7 million, respectively, and is included in selling and administrative expenses.

There were no impairment charges recorded for fiscal 2025, 2024 and 2023.

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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 include 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.

1 unchanged sentence

The licensing agreements are royalty-free and perpetual.

A summary of the related party activity between the Company and NEC during fiscal 2024 is as follows:

(In thousands)

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

(In thousands) June 27, 2025 June 28, 2024

Transition services received $ 3,292 4,472

1 unchanged sentence

Purchase of inventories 38,285 10,853

As of June 28, 2024, the Company’s outstanding related party balances with NEC included in the consolidated balance sheets are as follows:

(In thousands)

Accounts receivable, net $ 638

Other current assets 400

Accounts payable 17,182

Other current liabilities 19,896

Revisions to Prior Period Consolidated Financial Statements

As described in Note 1.

The Company and Summary of Significant Accounting Policies, subsequent to the issuance of the consolidated financial statements and related disclosures for the fiscal year ended June 30, 2023, the Company identified certain errors in its previously issued consolidated financial statements.

The Company identified an error related to estimated total contract costs and progress to completion for an over-time arrangement.

The effect of the error resulted in revenues related to services being overstated by $ 1.4 million for the year ended June 30, 2023.

This error also impacted the previously issued quarterly financial statements for fiscal 2024.

The Company also identified that it had inappropriately recorded revenue and costs of sales in fiscal 2023 related to product sales recognized at a point-in-time for which control had not been transferred to the customer.

This resulted in an overstatement of revenue related to product sales of $ 0.7 million and cost of revenues related to product sales of $ 0.4 million for the year ended June 30, 2023.

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

99, Materiality and No.

As a result, the Company has restated the prior period financial statements and related disclosures for fiscal 2023 to correct the errors.

The Company will also correct previously issued quarterly financial statements and related disclosures for such immaterial errors in future filings, as applicable (see “Part II, Item 9B.

Other Information” below for additional information).

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 twelve months ended June 30, 2023 and Consolidated Balance Sheets as of June 30, 2023 is provided below.

CONSOLIDATED STATEMENTS OF OPERATIONS

Fiscal Year Ended June 30, 2023

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

Product sales $ 239,321 $ ( 742 ) $ 238,579

Services 107,272 ( 1,418 ) 105,854

Total revenues 346,593 ( 2,160 ) 344,433

Cost of revenues:

Product sales 151,008 ( 371 ) 150,637

Services 71,414 — 71,414

Total cost of revenues 222,422 ( 371 ) 222,051

Gross margin 124,171 ( 1,789 ) 122,382

Operating expenses:

Research and development 24,908 — 24,908

Selling and administrative 69,842 — 69,842

Restructuring charges 3,012 — 3,012

Total operating expenses 97,762 — 97,762

Operating income 26,409 ( 1,789 ) 24,620

Interest expense, net 532 — 532

Other expense, net 2,774 — 2,774

Income before income taxes 23,103 ( 1,789 ) 21,314

Provision for income taxes 11,575 ( 430 ) 11,145

Net income $ 11,528 $ ( 1,359 ) $ 10,169

Net income attributable to Aviat Networks $ 11,528 $ ( 1,359 ) $ 10,169

Net income per share of common stock outstanding:

Basic $ 1.01 $ ( 0.11 ) $ 0.90

Diluted $ 0.97 $ ( 0.11 ) $ 0.86

Weighted average shares outstanding:

Basic 11,358 — 11,358

Diluted 11,855 — 11,855

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Fiscal Year Ended June 30, 2023

(In thousands) As Previously Reported

Net income $ 11,528 $ ( 1,359 ) $ 10,169

Other comprehensive income:

Net change in cumulative translation adjustment 25 — 25

Other comprehensive income 25 — 25

Comprehensive income $ 11,553 $ ( 1,359 ) $ 10,194

CONSOLIDATED BALANCE SHEETS

As of June 30, 2023

(In thousands, except share and par value amounts) As Previously Reported

Current Assets:

Cash and cash equivalents $ 22,242 $ — $ 22,242

The Company’s outstanding related party balances with NEC included in the consolidated balance sheets are as follows:

(In thousands) June 27, 2025 June 28, 2024

Accounts receivable, net $ 8,223 638

Unbilled receivables 58,588 ( 1,418 ) 57,170

Inventories 33,057 371 33,428

Other current assets

Total current assets 237,704 ( 1,789 ) 235,915

Property, plant and equipment, net 9,452 — 9,452

Goodwill 5,112 — 5,112

Intangible assets, net 9,046 — 9,046

Deferred income taxes 86,650 430 87,080

Right-of-use assets

2,554 — 2,554

Other assets 13,978 — 13,978

Total assets $ 364,496 $ ( 1,359 ) $ 363,137

LIABILITIES AND EQUITY

Current Liabilities:

Accounts payable 41,670 17,182

Accrued expenses 24,442 — 24,442

Operating lease liabilities

Advance payments and unearned revenue 44,268 — 44,268

Other current liabilities

Total current liabilities 130,061 — 130,061

Unearned revenue 7,416 — 7,416

Long-term operating lease liabilities

2,140 — 2,140

Other long-term liabilities 314 — 314

Reserve for uncertain tax positions 3,975 — 3,975

Deferred income taxes 492 — 492

Total liabilities 144,398 — 144,398

Commitments and contingencies (Note 13)

Stockholders’ equity

Preferred stock

Treasury stock

( 6,147 ) — ( 6,147 )

Additional paid-in-capital 830,048 — 830,048

Accumulated deficit ( 587,914 ) ( 1,359 ) ( 589,273 )

Accumulated other comprehensive loss ( 16,004 ) — ( 16,004 )

Total stockholders’ equity 220,098 ( 1,359 ) 218,739

Total liabilities and stockholders’ equity $ 364,496 $ ( 1,359 ) $ 363,137

CONSOLIDATED STATEMENTS OF CASH FLOWS

Fiscal Year Ended June 30, 2023

(In thousands) As Previously Reported

Operating Activities

Net income $ 11,528 $ ( 1,359 ) $ 10,169

Adjustments to reconcile net income to net cash used in operating activities:

Depreciation of property, plant and equipment 5,475 — 5,475

Amortization of intangible assets 704 — 704

Provision for uncollectible receivables 467 — 467

Share-based compensation 6,720 — 6,720

Deferred taxes 9,442 ( 430 ) 9,012

Inventory write-downs 2,138 — 2,138

Non-cash lease expense 639 — 639

Net loss on marketable securities 1,734 — 1,734

Other non-cash operating activities, net 67 — 67

Changes in operating assets and liabilities:

Accounts receivable ( 25,496 ) 742 ( 24,754 )

Unbilled receivables ( 13,816 ) 1,418 ( 12,398 )

Inventories ( 4,521 ) ( 371 ) ( 4,892 )

Accounts payable 16,040 — 16,040

Accrued expenses ( 4,306 ) — ( 4,306 )

Advance payments and unearned revenue 6,254 — 6,254

Income taxes payable 710 — 710

Other assets and liabilities ( 15,423 ) — ( 15,423 )

Net cash used in operating activities ( 1,644 ) — ( 1,644 )

Investing Activities

Purchases of property, plant and equipment ( 5,335 ) — ( 5,335 )

Proceeds from sale of marketable securities 9,157 — 9,157

Acquisitions, net of cash acquired ( 15,769 ) — ( 15,769 )

Net cash used in investing activities ( 11,947 ) — ( 11,947 )

Financing Activities

Proceeds from revolver 102,200 — 102,200

Repayments of revolver ( 102,200 ) — ( 102,200 )

Payments of deferred financing costs ( 753 ) — ( 753 )

Payments for taxes related to net settlement of equity awards ( 1,198 ) — ( 1,198 )

Proceeds from issuance of common stock under employee stock plans 1,270 — 1,270

Net cash used in financing activities ( 681 ) — ( 681 )

Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 311 ) — ( 311 )

Net decrease in cash, cash equivalents and restricted cash ( 14,583 ) — ( 14,583 )

Cash, cash equivalents, and restricted cash, beginning of year 37,104 — 37,104

Cash, cash equivalents, and restricted cash, end of year $ 22,521 $ — $ 22,521

CONSOLIDATED STATEMENTS OF EQUITY

Common Stock Treasury Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Equity

(In thousands) Shares $

Amount Shares $

As Previously Reported

Balance as of July 2, 2022 11,161 $ 112 195 $ ( 6,147 ) $ 823,259 $ ( 599,442 ) $ ( 16,029 ) $ 201,753

Net income — — — — — 11,528 — 11,528

Other comprehensive 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 )

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

Balance as of July 2, 2022

— $ — — $ — $ — $ — $ — $ —

Net income — — — — — ( 1,359 ) — ( 1,359 )

Other comprehensive income — — — — — — — —

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

Shares withheld for taxes related to vesting of equity awards — — — — — — — —

Share-based compensation — — — — — — — —

Balance as of June 30, 2023 — $ — — $ — $ — $ ( 1,359 ) $ — $ ( 1,359 )

Balance as of July 2, 2022 11,161 $ 112 195 $ ( 6,147 ) $ 823,259 $ ( 599,442 ) $ ( 16,029 ) $ 201,753

Net income — — — — — 10,169 — 10,169

Other comprehensive 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 )

Share-based compensation — — — — 6,720 — — 6,720

Balance as of June 30, 2023 11,518 $ 115 195 $ ( 6,147 ) $ 830,048 $ ( 589,273 ) $ ( 16,004 ) $ 218,739

Subsequent Events

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

Aviat purchased all of the issued and outstanding shares of 4RF in an all-cash transaction.

4RF is a leading provider of industrial wireless access solutions, including narrowband point-to-point/multi-point radios and Private LTE and 5G routers.

The acquisition of 4RF allows Aviat to expand its product offering for the global industrial wireless access markets including Private LTE/5G.

Due to the timing of the closing of the acquisition and delivery of related data, there was insufficient time to incorporate additional disclosures related to the preliminary purchase price allocation and fair value of the assets acquired and liabilities assumed.

On August 13, 2025, NEC issued a letter of arbitration to the Company demanding $ 19 million of additional component purchases, which the Company believes is unfounded and not required under the Manufacturing Supply Agreement (“MSA”).

The NEC arbitration also included a demand for payment of the outstanding accounts payable balances which are reflected in Accounts payable of the Company’s consolidated balance sheets and disclosed in Note.

15 Related Party Transactions.

As of June 27, 2025, the Company cannot predict the outcome of these matters.

As such, no loss accrual is deemed necessary as of June 27, 2025.

The Company will continue to evaluate the proceedings and the expected outcome of this matter.

On August 28, 2025, the Company entered into an amendment for the Credit Facility.

The amendment provided for changes and modifications to the Credit Facility, which include an increase in the Term Loan commitments by $ 20 million in the aggregate and an increase in the Revolver commitment by $ 20 million in the aggregate.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

1 unchanged sentence

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 8. Financial Statements and Supplementary Data