What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-02-03 compared with 2025-11-04 · 174 added, 143 removed, 530 unchanged (37% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

(In thousands, except per share amounts) September 26,

2025 September 27,

Three Months Ended Six Months Ended

(In thousands, except per share amounts) December 26,

2025 December 27,

2024 December 26,

2025 December 27,

Product sales $ 81,210 $ 82,312 $ 156,294 $ 143,428

9 unchanged sentences

Selling and administrative 22,384 21,279 45,760 46,227

Restructuring charges 21 1,415 21 1,415

Total operating expenses 28,814 32,916 59,288 68,272

1 unchanged sentence

Interest expense, net 1,908 1,580 3,620 2,695

Other expense, net 973 710

Other (income) expense, net ( 2,744 ) 269 ( 1,771 ) 979

Income (loss) before income taxes 8,123 6,121 10,627 ( 11,272 )

9 unchanged sentences

AVIAT NETWORKS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Three Months Ended

(In thousands) September 26,

2025 September 27,

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended Six Months Ended

(In thousands) December 26,

2025 December 27,

2024 December 26,

2025 December 27,

Net income (loss) $ 5,718 $ 4,495 $ 5,880 $ ( 7,384 )

Other comprehensive (loss) income:

Other comprehensive income (loss):

Net change in cumulative translation adjustments

1,151 ( 3,416 ) 242 ( 1,263 )

Other comprehensive (loss) income ( 909 ) 2,153

Comprehensive loss $ ( 747 ) $ ( 9,726 )

Other comprehensive income (loss) 1,151 ( 3,416 ) 242 ( 1,263 )

Comprehensive income (loss) $ 6,869 $ 1,079 $ 6,122 $ ( 8,647 )

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

1 unchanged sentence

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and par value amounts) September 26,

(In thousands, except share and par value amounts) December 26,

2025 June 27,

34 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, 12.8 million and 12.7 million shares issued and outstanding as of September 26, 2025 and June 27, 2025, respectively

Treasury stock 0.2 million and 0.2 million shares as of September 26, 2025 and June 27, 2025, respectively

Common stock, $ 0.01 par value, 300.0 million shares authorized, 12.9 million and 12.7 million shares issued and outstanding as of December 26, 2025 and June 27, 2025, respectively

Treasury stock 0.2 million and 0.2 million shares as of December 26, 2025 and June 27, 2025, respectively

( 7,076 ) ( 7,076 )

7 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

(In thousands) September 26,

2025 September 27,

Six Months Ended

(In thousands) December 26,

2025 December 27,

Operating Activities

Net income (loss) $ 5,880 $ ( 7,384 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation of property, plant and equipment 1,393 2,790

5 unchanged sentences

Non-cash lease expense 743 749

Net loss (gain) on marketable securities 17 ( 107 )

Other non-cash operating activities, net 192 436

8 unchanged sentences

Other assets and liabilities ( 5,244 ) ( 7,855 )

Net cash used in operating activities ( 11,742 ) ( 27,165 )

Net cash provided by (used in) operating activities 12,175 ( 6,414 )

Investing Activities

9 unchanged sentences

Payments of deferred financing costs ( 204 ) ( 529 )

Payments of deferred consideration for acquisitions — ( 5,815 )

Payments for repurchase of common stock - treasury shares — ( 499 )

Payments for taxes related to net settlement of equity awards ( 807 ) ( 886 )

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

Three Months Ended September 26, 2025

Three Months Ended December 26, 2025

Common Stock Treasury Stock Additional Paid-in Capital

1 unchanged sentence

(In thousands) Shares $

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

Balance as of September 26, 2025 12,802 $ 128 $ ( 7,076 ) $ 867,318 $ ( 577,010 ) $ ( 19,724 ) $ 263,636

Net income — — — — 5,718 — 5,718

Other comprehensive loss — — — — — ( 909 ) ( 909 )

Other comprehensive income — — — — — 1,151 1,151

Issuance of common stock under employee stock plans 102 1 — ( 1 ) — — —

1 unchanged sentence

Share-based compensation — — — 1,348 — — 1,348

Balance as of December 26, 2025 12,893 $ 129 $ ( 7,076 ) $ 868,423 $ ( 571,292 ) $ ( 18,573 ) $ 271,611

Three Months Ended December 27, 2024

Common Stock Treasury Stock Additional

Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Equity

(In thousands) Shares $

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

Three Months Ended September 27, 2024

Net income — — — — 4,495 — 4,495

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

Issuance of common stock under employee stock plans 50 — — 96 — — 96

Shares withheld for taxes related to vesting of equity awards ( 7 ) — — ( 175 ) — — ( 175 )

Share-based compensation — — — 1,974 — — 1,974

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

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

Six Months Ended December 26, 2025

Common Stock Treasury Stock Additional

2 unchanged sentences

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

Net loss — — — — ( 11,879 ) — ( 11,879 )

Net income — — — — 5,880 — 5,880

Other comprehensive income — — — — — 242 242

2 unchanged sentences

Share-based compensation — — — 2,903 — — 2,903

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

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

Balance as of December 26, 2025 12,893 $ 129 $ ( 7,076 ) $ 868,423 $ ( 571,292 ) $ ( 18,573 ) $ 271,611

Six Months Ended December 27, 2024

Common Stock Treasury Stock Additional

Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Equity

(In thousands) Shares $

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

Net loss — — — — ( 7,384 ) — ( 7,384 )

Other comprehensive loss — — — — — ( 1,263 ) ( 1,263 )

Issuance of common stock under employee stock plans 130 1 — 95 — — 96

Shares withheld for taxes related to vesting of equity awards ( 33 ) — — ( 886 ) — — ( 886 )

Stock repurchase ( 35 ) — ( 499 ) — — — ( 499 )

Share-based compensation — — — 3,638 — — 3,638

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

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 three months ended September 26, 2025 are not necessarily indicative of the results that may be expected for the full fiscal year or future operating periods.

The results for the six months ended December 26, 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 27, 2025.

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 September 26, 2025 and September 27, 2024 both consisted of 13 weeks.

Fiscal year 2026 contains 52 weeks and will end on June 26, 2026.

The three months ended December 26, 2025 and December 27, 2024 both consisted of 13 weeks.

Fiscal year 2026 contains 53 weeks and will end on July 3, 2026.

Fiscal year 2025 contained 52 weeks and ended on June 27, 2025.

8 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 three months ended September 26, 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 27, 2025.

There have been no material changes in the Company’s significant accounting policies as of and for the six months ended December 26, 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 27, 2025.

Recently Adopted Accounting Pronouncements

26 unchanged sentences

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

Three Months Ended

(In thousands, except per share amounts) September 26,

2025 September 27,

Three Months Ended Six Months Ended

(In thousands, except per share amounts) December 26,

2025 December 27,

2024 December 26,

2025 December 27,

Net income (loss) $ 5,718 $ 4,495 $ 5,880 $ ( 7,384 )

8 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

(In thousands) September 26,

2025 September 27,

Three Months Ended Six Months Ended

(In thousands) December 26,

2025 December 27,

2024 December 26,

2025 December 27,

Stock options 269 327 274 385

4 unchanged sentences

(In thousands)

September 26,

2025 June 27,

12 unchanged sentences

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

As of September 26, 2025, the Company reported $ 82.2 million in advance payments and unearned revenue and long-term unearned revenue, of which approximately 90 % is expected to be recognized as revenue in the next twelve months and the remainder thereafter.

Approximately $ 22.0 million of revenue was recognized during the three months ended September 26, 2025, which was included in advance payments and unearned revenue at June 27, 2025.

As of December 26, 2025, the Company reported $ 93.0 million in advance payments and unearned revenue and long-term unearned revenue, of which approximately 90 % is expected to be recognized as revenue in the next twelve months and the remainder thereafter.

Approximately $ 25.1 million and $ 47.1 million of revenue was recognized during the three and six months ended December 26, 2025, respectively, which was included in advance payments and unearned revenue at June 27, 2025.

Remaining Performance Obligations

The aggregate amount of transaction price allocated to unsatisfied (or partially unsatisfied) performance obligations was approximately $ 141.4 million at September 26, 2025 relating to long-term field service projects.

The aggregate amount of transaction price allocated to unsatisfied (or partially unsatisfied) performance obligations was approximately $ 135.3 million at December 26, 2025 relating to 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) September 26,

(In thousands) December 26,

2025 June 27,

2 unchanged sentences

Total cash, cash equivalents, and restricted cash $ 88,668 $ 62,013

(In thousands) September 26,

(In thousands) December 26,

2025 June 27,

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 months ended September 26, 2025 and September 27, 2024 were included in cost of product sales as follows:

Three Months Ended

The charges incurred during the three and six months ended December 26, 2025 and December 27, 2024 were included in cost of product sales as follows:

Three Months Ended Six Months Ended

(In thousands)

September 26,

2025 September 27,

2025 December 27,

2024 December 26,

2025 December 27,

Excess and obsolete inventory $ 423 $ 303 $ 485 $ 613

1 unchanged sentence

Total charges

$ 500 $ 575 $ 575 $ 1,076

Other Current Assets

(In thousands) September 26,

(In thousands) December 26,

2025 June 27,

4 unchanged sentences

Property, Plant and Equipment, net

(In thousands) September 26,

(In thousands) December 26,

2025 June 27,

5 unchanged sentences

Total property, plant and equipment, net $ 19,074 $ 17,453

Included in the total property, plant and equipment, gross were $ 11.6 million and $ 10.3 million of assets in progress which have not been placed in service as of September 26, 2025 and June 27, 2025, respectively.

Depreciation expense related to property, plant and equipment, was $ 0.5 million and 1.3 million for the three months ended September 26, 2025 and September 27, 2024, respectively.

I ncluded in the total property, plant and equipment, gross were $ 12.3 million and $ 10.3 million of assets in progress which have not been placed in service as of December 26, 2025 and June 27, 2025, respectively.

Depreciation expense related to property, plant and equipment, was $ 0.9 million and 1.5 million for the three months ended December 26, 2025 and December 27, 2024, respectively.

Depreciation expense related to property, plant and equipment, was $ 1.4 million and $ 2.8 million for the six months ended December 26, 2025 and December 27, 2024, respectively.

Accrued Expenses

(In thousands) September 26,

(In thousands) December 26,

2025 June 27,

9 unchanged sentences

Changes in the warranty liability were as follows:

Three Months Ended

(In thousands) September 26,

2025 September 27,

Three Months Ended Six Months Ended

(In thousands) December 26,

2025 December 27,

2024 December 26,

2025 December 27,

Balance as of the beginning of the period $ 3,542 $ 3,510 $ 3,352 $ 2,996

4 unchanged sentences

Advance Payments and Unearned Revenue

(In thousands) September 26,

(In thousands) December 26,

2025 June 27,

2 unchanged sentences

Total advance payments and unearned revenue $ 84,452 $ 73,735

Excluded from the balances above are $ 8.8 million and $ 8.1 million in long-term unearned revenue as of September 26, 2025 and June 27, 2025, respectively.

Excluded from the balances above are $ 8.6 million and $ 8.1 million in long-term unearned revenue as of December 26, 2025 and June 27, 2025, 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 September 26, 2025 and June 27, 2025 were as follows:

(In thousands) September 26, 2025 June 27, 2025 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 December 26, 2025 and June 27, 2025 were as follows:

(In thousands) December 26, 2025 June 27, 2025 Valuation Inputs

Cash and cash equivalents:

1 unchanged sentence

Bank certificates of deposit 4,377 3,660 Level 2

Marketable securities

391 453 Level 1

Items are classified within Level 1 if quoted prices are available in active markets.

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

As of September 26, 2025 and June 27, 2025, the money market funds were valued at $ 1.00 net asset value per share.

As of December 26, 2025 and June 27, 2025, 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.

4 unchanged sentences

The Company entered into a Secured Credit Facility Agreement (the “Credit Facility”), dated May 9, 2023, amended as of November 22, 2023, October 18, 2024 and August 28, 2025, 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.

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.

The Credit Facility provides for a $ 95.0 million revolving credit facility (the “Revolver”) and a $ 95.0 million Term Loan Facility (the “Term Loan”) with a maturity date of October 18, 2029.

The $ 95.0 million Revolver can be borrowed with a $ 20.0 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.

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 (as defined below).

Acquisitions for further information.

As of September 26, 2025, the available credit under the Revolver was $ 72.1 million, reflecting the available limit of $ 80.0 million less outstanding letters of credit of $ 7.9 million.

The Company borrowed and repaid $ 25.0 million against the Revolver during the three months ended September 26, 2025.

The Company borrowed $ 20.0 million and repaid $ 0.9 million against the Term Loan during the three months ended September 26, 2025.

The following summarizes the Company’s outstanding long-term debt as of September 26, 2025:

As of December 26, 2025, the available credit under the Revolver was $ 70.4 million, reflecting the available limit of $ 95 million less outstanding borrowings of $ 15 million and outstanding letters of credit of $ 9.6 million.

The Company borrowed and repaid $ 50.0 million against the Revolver during the six months ended December 26, 2025.

The Company borrowed $ 20.0 million and repaid $ 2.1 million against the Term Loan during the six months ended December 26, 2025.

The following summarizes the Company’s outstanding long-term debt as of December 26, 2025:

(In thousands)

9 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 September 26, 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 September 26, 2025 was 6.7 %.

As of December 26, 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 December 26, 2025 was 6.6 %.

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 September 26, 2025, the Company was in compliance with all financial covenants contained in the Credit Facility.

As of September 26, 2025, scheduled maturities of outstanding long-term debt by fiscal year are as follows:

As of December 26, 2025, the Company was in compliance with all financial covenants contained in the Credit Facility.

As of December 26, 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 three months ended September 26, 2025:

(In thousands) Employee Severance and Benefits

The following table summarizes restructuring related activities during the six months ended December 26, 2025:

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

Balance as of June 27, 2025 $ 1,757 $ — $ 1,757

Charges, net — — —

Cash payments ( 687 ) — ( 687 )

Balance as of September 26, 2025 $ 1,070 $ — $ 1,070

As of September 26, 2025, the accrued restructuring balance of $ 1.1 million was included in other current liabilities on the unaudited condensed consolidated balance sheets.

Charges, net — 21 21

Cash payments ( 626 ) ( 21 ) ( 647 )

Balance as of December 26, 2025 $ 444 $ — $ 444

As of December 26, 2025, the accrued restructuring balance of $ 0.4 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.

5 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 September 26, 2025, $ 6.3 million remains available and Aviat may choose to suspend or discontinue the repurchase program at any time.

As of December 26, 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 first quarter of fiscal 2026, the Company did no t repurchase any shares of its common stock.

During the second quarter of fiscal 2026, the Company did no t repurchase any shares of its common stock.

Stock Incentive Programs

As of September 26, 2025, the Company had one stock incentive plan for its employees and non-employee directors, the 2018 Incentive Plan (the “2018 Plan”).

As of December 26, 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 three months ended September 26, 2025, the Company granted 174,155 restricted stock units and 128,629 performance share awards.

During the six months ended December 26, 2025, the Company granted 223,092 restricted stock units and 128,629 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

(In thousands) September 26,

2025 September 27,

Three Months Ended Six Months Ended

(In thousands) December 26,

2025 December 27,

2024 December 26,

2025 December 27,

By Expense Category:

6 unchanged sentences

Restricted stock and performance share awards and units

1,208 1,699 2,571 3,036

Total share-based compensation expense $ 1,348 $ 1,974 $ 2,903 $ 3,638

As of September 26, 2025, there was approximately $ 0.5 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 0.92 years.

As of September 26, 2025, there was $ 12.8 million of total unrecognized compensation expense related to non-vested stock awards which is expected to be recognized over a weighted-average period of 2.06 years.

As of December 26, 2025, there was approximately $ 0.4 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 0.67 years.

As of December 26, 2025, there was $ 11.0 million of total unrecognized compensation expense related to non-vested stock awards which is expected to be recognized over a weighted-average period of 2.00 years.

Segment and Geographic Information

8 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 months ended September 26, 2025 and September 27, 2024 was as follows:

Three Months Ended

(In thousands) September 26,

2025 September 27,

Revenue by region for the three and six months ended December 26, 2025 and December 27, 2024 was as follows:

Three Months Ended Six Months Ended

(In thousands) December 26,

2025 December 27,

2024 December 26,

2025 December 27,

North America

5 unchanged sentences

$ 111,472 $ 118,197 $ 218,792 $ 206,626

Revenue by country comprising more than 10% of total revenue for the three months ended September 26, 2025 and September 27, 2024 was as follows:

Revenue by country comprising more than 10% of total revenue for the three and six months ended December 26, 2025 and December 27, 2024 was as follows:

(In thousands) Revenue % of

Total Revenue

Three Months Ended September 26, 2025

Three Months Ended December 26, 2025

United States

$ 50,954 45.7 %

India $ 13,788 12.8 %

Three Months Ended September 27, 2024

Six Months Ended December 26, 2025

United States

1 unchanged sentence

India 23,772 10.9

During the three months ended September 26, 2025 revenues from one customer represented 12.7 % of total revenue, and during the three months ended September 27, 2024 revenues from one customer represented 17.8 % of total revenue.

Long-lived assets, consisting primarily of net property, plant and equipment and operating lease right-of-use assets, by geographic areas based on physical location as of September 26, 2025 and September 27, 2024 were as follows:

(In thousands) September 26,

2025 September 27,

Three Months Ended December 27, 2024

United States

$ 51,535 43.6 %

Six Months Ended December 27, 2024

United States

$ 90,040 43.6 %

During the three and six months ended December 26, 2025 revenues from one customer represented 8.8 % and 10.7 % of total revenue, respectively, and during the three and six months ended December 27, 2024 revenues from one customer represented 5.3 % and 10.6 % of total revenue, respectively.

Long-lived assets, consisting primarily of net property, plant and equipment and operating lease right-of-use assets, by geographic areas based on physical location as of December 26, 2025 and June 27, 2025 were as follows:

(In thousands) December 26,

2025 June 27,

United States $ 5,112 $ 6,074

Slovenia 8,764 7,760

6 unchanged sentences

During interim periods, tax expense or benefit are accrued for jurisdictions that are anticipated to be profitable for fiscal 2026.

The determination of income taxes for the three months ended September 26, 2025 and September 27, 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 expense for the three months ended September 26, 2025 was primarily related to U.S.

The determination of income taxes for the six months ended December 26, 2025 and December 27, 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 expense for the six months ended December 26, 2025 was primarily related to U.S.

and profitable foreign subsidiaries.

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

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

The Company files income tax returns in the U.S., Singapore, and various state and foreign jurisdictions.

3 unchanged sentences

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

The Company continues to have a valuation allowance against certain foreign deferred tax assets.

However, given the Company’s current earnings and anticipated future earnings outside of the United States, the Company believes there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow the Company to conclude a significant portion of this valuation allowance will no longer be needed.

Release of the valuation allowance would result in recognition of certain deferred tax assets, and a decrease to income tax expense for the period the release is recorded.

However, the exact timing and amount of the valuation release are subject to change on the basis of the level of profitability that the Company is able to achieve.

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 three months ended September 26, 2025 and September 27, 2024.

Such interest expense was not material for the six months ended December 26, 2025 and December 27, 2024.

On March 11, 2021, the U.S.

41 unchanged sentences

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.

The Company has obtained final independent third-party valuations of the intangible and tangible assets acquired.

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

As of the acquisition date, the Company has recorded the assets acquired and the liabilities assumed at their respective estimated fair values.

The recognized goodwill is attributable to the workforce of the acquired business and expected synergies.

The goodwill from this acquisition is expected to be fully deductible for tax purposes.

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

(In thousands)

Accounts receivable, net $ 42,487

Inventories 29,279

Property, plant and equipment, net 539

Identifiable finite-lived intangible assets:

Customer relationships 9,200

Technology 3,200

Other assets 243

Accounts payable ( 13,182 )

Advance payments and unearned revenue ( 3,192 )

Other liabilities ( 5,597 )

Goodwill 10,543

Net assets acquired $ 73,520

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.

The following unaudited supplemental pro forma information has been presented as if the NEC Transaction had 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 acquisition-related costs, net of income tax:

Three Months Ended

September 27,

Revenue $ 135,702

Net income 5,657

Commitments and Contingencies

2 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 September 26, 2025, the Company had outstanding purchase obligations with its suppliers or contract manufacturers of $ 46.6 million.

As of December 26, 2025, the Company had outstanding purchase obligations with its suppliers or contract manufacturers of $ 40.7 million.

In addition, the Company had purchase obligations of approximately $ 7.8 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 September 26, 2025, the Company had no guarantees applicable to its debt arrangements.

As of December 26, 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 September 26, 2025, the Company had commercial commitments outstanding of $ 33.7 million, that were not recorded on the unaudited condensed consolidated balance sheets.

As of December 26, 2025, the Company had commercial commitments outstanding of $ 40.3 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.

1 unchanged sentence

(In thousands)

September 26,

Letters of credit $ 9,556

1 unchanged sentence

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 September 26, 2025, 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 December 26, 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;

1 unchanged sentence

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 September 26, 2025, the Company had not recorded any liabilities related to these indemnifications.

As of December 26, 2025, the Company had not recorded any liabilities related to these indemnifications.

Legal Proceedings

7 unchanged sentences

On August 13, 2025 and October 21, 2025, NEC issued letters of arbitration to the Company originally demanding $ 19 million of additional component purchases, which the Company believes is unfounded and not required under the Manufacturing Supply Agreement (“MSA”).

NEC further demanded the escrow under the Master Sale of Business Agreement (“MSBA”).

NEC further demanded the escrow under the Purchase Agreement.

The NEC arbitration letters 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 14.

Related Party Transactions.

As of September 26, 2025, the Company cannot predict the outcome of these matters.

As of December 26, 2025, the Company cannot predict the outcome of these matters and is asserting certain counterclaims and continues to work through the arbitration process.

As such, no loss accrual is deemed necessary.

13 unchanged sentences

The Company appeared before the Joint Director of Enforcement to review the transactions at issue in March 2024, and again on May 22, 2025 to provide additional information.

No subsequent hearing date has been scheduled as of September 26, 2025.

No subsequent hearing date has been scheduled as of December 26, 2025.

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

10 unchanged sentences

(In thousands)

September 26,

2025 June 27,

3 unchanged sentences

(In thousands, except useful life)

Useful life in Years September 26,

Useful life in Years December 26,

2025 June 27,

8 unchanged sentences

Total net intangible assets $ 25,173 $ 26,897

Amortization of finite-lived intangibles for the three months ended September 26, 2025 was $ 0.7 million and $ 0.7 million, respectively, and is included in selling and administrative expenses.

There were no impairment charges recorded for the three months ended September 26, 2025.

As of September 26, 2025, the estimated future amortization expense of finite-lived intangible assets is as follows (in thousands):

Amortization of finite-lived intangibles for the three and six months ended December 26, 2025 was $ 0.7 million and $ 1.4 million, respectively, and is included in selling and administrative expenses.

There were no impairment charges recorded for the three and six months ended December 26, 2025.

As of December 26, 2025, the estimated future amortization expense of finite-lived intangible assets is as follows (in thousands):

Remainder of 2026 $ 1,426

9 unchanged sentences

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

As of September 26, 2025, NEC held approximately 5.8 % of the Company’s outstanding common stock.

The Lock-Up and NEC’s director nomination right expired on November 30, 2025.

As of December 26, 2025, NEC held approximately 5.7 % of the Company’s outstanding common stock.

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

7 unchanged sentences

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

Three Months Ended

(In thousands) September 26,

2025 September 27,

Three Months Ended Six Months Ended

(In thousands) December 26,

2025 December 27,

2024 December 26,

2025 December 27,

Transition services received $ — $ 1,150 $ — $ 1,895

2 unchanged sentences

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

(In thousands) September 26,

(In thousands) December 26,

2025 June 27,

2 unchanged sentences

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