0001377789false00013777892024-11-052024-11-050001377789us-gaap:CommonStockMember2024-11-052024-11-050001377789us-gaap:PreferredStockMember2024-11-052024-11-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
Form 8-K
______________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 5, 2024
_______________________
AVIAT NETWORKS, INC.
(Exact name of registrant as specified in its charter)
______________________________________
Delaware
001-33278
20-5961564
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
200 Parker Dr., Suite C100A, Austin, Texas 78728
(Address of principal executive offices, including zip code)
(408)-941-7100
Registrant’s telephone number, including area code
______________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareAVNWNASDAQ Stock Market LLC
Preferred Share Purchase RightsNASDAQ Stock Market LLC

☐ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 2.02     Results of Operations and Financial Condition

On November 5, 2024, Aviat Networks, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended September 27, 2024. A copy of the press release is filed as Exhibit 99.1 to this report. The Company also posted to its website an Investor Presentation with respect to its first quarter ended September 27, 2024.
The information in this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
The press release and Investor Presentation refer to certain non-GAAP financial measures. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in Exhibit 99.1 of this report.

Item 9.01     Financial Statements and Exhibits.
(d)    Exhibits.
Exhibit No.Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AVIAT NETWORKS, INC.
Date: November 5, 2024
By:
/s/ Michael Connaway
Name:
Michael Connaway
Title:
Senior Vice President and Chief Financial Officer


Aviat Networks Announces Fiscal 2025 First Quarter and Three Month Financial Results

Total Revenue of $88.4 million; Up 1.7% Year-Over-Year
Adjusted EBITDA of $(7.7) million
Non-GAAP Diluted Earnings per Share of $(0.87)

AUSTIN, Texas, November 5, 2024 -- Aviat Networks, Inc. (“Aviat Networks,” “Aviat,” or the “Company”), (Nasdaq: AVNW), the leading expert in wireless transport and access solutions, today reported financial results for its fiscal 2025 first quarter ended September 27, 2024.

First Quarter Highlights
•Continued to gain share of demand in North America based on FCC filing data
•Closed acquisition of 4RF and secured first order for new Aprisa 5G cellular router to a North American utility company
•Began shipping product to recently won state-wide private network customer on the East Coast

First Quarter Financial Highlights

•Total Revenues: $88.4 million, up 1.7% from the same quarter last year
•GAAP Results: Gross Margin 22.4%; Operating Expenses $35.4 million; Operating Loss $(15.6) million; Net Loss $(11.9) million; Net Loss per diluted share (“Net Loss per share”) $(0.94)
•Non-GAAP Results: Adjusted EBITDA $(7.7) million; Gross Margin 23.2%; Operating Expenses $30.0 million; Operating Loss $(9.5) million; Net Loss $(11.1) million; Net Loss per share $(0.87)
•Net cash and cash equivalents: $51.0 million; cash net of debt: $(32.3) million

Fiscal 2025 First Quarter and Three Months Ended September 27, 2024
Revenues
The Company reported total revenues of $88.4 million for its fiscal 2025 first quarter, compared to $86.9 million in the fiscal 2024 first quarter, an increase of $1.5 million or 1.7%. North America revenue of $42.2 million decreased by $(12.6) million or (23.0)%, compared to $54.9 million in the prior year due lower tier 1 demand and timing of certain private network projects. International revenue of $46.2 million increased by $14.1 million or 44.1%, compared to $32.1 million in the prior year. This growth was due to the addition from the Pasolink acquisition.
Gross Margins
In the fiscal 2025 first quarter, the Company reported GAAP gross margin of 22.4% and non-GAAP gross margin of 23.2%. This compares to GAAP gross margin of 35.9% and non-GAAP gross margin of 36.2% in the fiscal 2024 first quarter, a decrease of (1,350) and (1,300) basis points, respectively. The decrease was driven by mix shift away from higher margin projects and regions in the quarter.
Operating Expenses
The Company reported GAAP total operating expenses of $35.4 million for the fiscal 2025 first quarter, compared to $26.3 million in the fiscal 2024 first quarter, an increase of $9.1 million or 34.4%. Non-GAAP total operating expenses, excluding the impact of restructuring charges, share-based compensation, and merger and acquisition expenses for the fiscal 2025 first quarter were $30.0 million, compared to $23.9 million in the prior year, an increase of $6.2 million or 25.8%.
Operating Income
The Company reported GAAP operating loss of $(15.6) million for the fiscal 2025 first quarter, compared to a GAAP operating income of $4.9 million in the fiscal 2024 first quarter, a decrease of $(20.5) million. Operating income decreased primarily due to lower gross margin and higher operating expenses as a result of the Pasolink and 4RF transactions. On a non-GAAP basis, the Company reported operating loss of $(9.5) million for the fiscal 2025 first quarter, compared to a non-GAAP operating income of $7.6 million in the prior year, a decrease of $(17.1) million.
Income Taxes
The Company reported GAAP income tax benefit of $(5.5) million in the fiscal 2025 first quarter, compared to a GAAP income tax expense of $0.4 million in the fiscal 2024 first quarter.
Net Income / Net Income Per Share
The Company reported GAAP net loss of $(11.9) million in the fiscal 2025 first quarter or GAAP net loss per share of $(0.94). This compared to GAAP net income of $3.6 million or GAAP net income per share of $0.30 in the fiscal 2024 first quarter. On a non-GAAP basis, the Company reported net loss of $(11.1) million or non-GAAP net income per share of $(0.87), compared to non-GAAP net income of $7.2 million or $0.60 per share in the prior year.
Adjusted EBITDA
Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”) for the fiscal 2025 first quarter was $(7.7) million, compared to $8.9 million in the fiscal 2024 first quarter, a decrease of $(16.6) million.
Balance Sheet Highlights
The Company reported $51.0 million in cash and cash equivalents as of September 27, 2024, compared to $64.6 million as of June 28, 2024. As of September 27, 2024, total debt was $83.4 million, an increase of $35.0 million from June 28, 2024.

Fiscal 2025 Full Year Outlook
The Company is updating its fiscal 2025 full year guidance as follows:
•Full year Revenue between $430 and $470 million
•Full year Adjusted EBITDA between $30.0 and $40.0 million

Conference Call Details
Aviat Networks will host a conference call at 4:30 p.m. Eastern Time (ET) today, November 5, 2024, to discuss its financial and operational results for the fiscal 2025 first quarter ended September 27, 2024. Participating on the call will be Peter Smith, President and Chief Executive Officer; Michael Connaway, Sr. Vice President and Chief Financial Officer; and Andrew Fredrickson, Director of Corporate Development and Investor Relations. Following management's remarks, there will be a question and answer period.

Interested parties may access the conference call live via the webcast through Aviat Network's Investor Relations website at investors.aviatnetworks.com/events-and-presentations/events, or may participate via telephone by registering using this online form. Once registered, telephone participants will receive the dial-in number along with a unique PIN number that must be used to access the call. A replay of the conference call webcast will be available after the call on the Company's investor relations website.

About Aviat Networks
Aviat Networks, Inc. is the leading expert in wireless transport and access solutions and works to provide dependable products, services and support to its customers. With more than one million systems sold into 170 countries worldwide, communications service providers and private network operators including state/local government, utility, federal government and defense organizations trust Aviat with their critical applications. Coupled with a long history of microwave innovations, Aviat provides a comprehensive suite of localized professional and support services enabling customers to drastically simplify both their networks and their lives. For more than 70 years, the experts at Aviat have delivered high performance products, simplified operations, and the best overall customer experience. Aviat is headquartered in Austin, Texas. For more information, visit www.aviatnetworks.com or connect with Aviat Networks on Facebook and LinkedIn.

Forward-Looking Statements
The information contained in this Current Report on Form 8-K includes forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including Aviat's beliefs and expectations regarding outlook, business conditions, new product solutions, customer positioning, future orders, bookings, new contracts, cost structure, profitability in fiscal 2025, its recent acquisitions and acquisition strategy, process improvements, measures designed to improve internal controls, its ability to maintain effective internal control over financial reporting and management systems and remediate material weaknesses, plans and objectives of management, realignment plans and review of strategic alternatives and expectations regarding future revenue, gross margin, Adjusted EBITDA, operating income or earnings or loss per share. All statements, trend analyses and other information contained herein regarding the foregoing beliefs and expectations, as well as about the markets for the services and products of Aviat and trends in revenue, and other statements identified by the use of forward-looking terminology, including "anticipate," "believe," "plan," "estimate," "expect," "goal," "will," "see," "continue," "delivering," "view," and "intend," or the negative of these terms or other similar expressions, constitute forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, forward-looking statements are based on estimates reflecting the current beliefs, expectations and assumptions of the senior management of Aviat regarding the future of its business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Such forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Forward-looking statements should therefore be considered in light of various important factors, including those set forth in this document. Therefore, you should not rely on any of these forward-looking statements.

Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include the following: the disruption the 4RF and NEC transactions may cause to customers, vendors, business partners and our ongoing business; our ability to integrate the operations of the acquired 4RF and NEC businesses with our existing operations and fully realize the expected synergies of the 4RF and NEC transactions on the expected timeline; disruptions relating to the ongoing conflict between Russia and Ukraine and the conflict in Israel and surrounding areas; continued price and margin erosion in the microwave transmission industry; the impact of the volume, timing, and customer, product, and geographic mix of our product orders; our ability to meet financial covenant requirements; the timing of our receipt of payment; our ability to meet product development dates or anticipated cost reductions of products; our suppliers' inability to perform and deliver on time, component shortages, or other supply chain constraints; the effects of inflation; customer acceptance of new products; the ability of our subcontractors to timely perform; weakness in the global economy affecting customer spending; retention of our key personnel; our ability to manage and maintain key customer relationships; uncertain economic conditions in the telecommunications sector combined with operator and supplier consolidation; our failure to protect our intellectual property rights or defend against intellectual property infringement claims; the results of our restructuring efforts; the effects of currency and interest rate risks; the ability to preserve and use our net operating loss carryforwards; the effects of current and future government regulations; general economic conditions, including uncertainty regarding the timing, pace and extent of an economic recovery in the United States and other countries where we conduct business; the conduct of unethical business practices in developing countries; the impact of political turmoil in countries where we have significant business; our ability to realize the anticipated benefits of any proposed or recent acquisitions; the impact of tariffs, the adoption of trade restrictions affecting our products or suppliers, a United States withdrawal from or significant renegotiation of trade agreements, the occurrence of trade wars, the closing of border crossings, and other changes in trade regulations or relationships; our ability to implement our stock repurchase program or that it will enhance long-term stockholder value; and the impact of adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions.

For more information regarding the risks and uncertainties for Aviat's business, see “Risk Factors” in Aviat's Form 10-K for the fiscal year ended June 28, 2024 filed with the U.S. Securities and Exchange Commission (“SEC”) on October 4, 2024, as well as other reports filed by Aviat with the SEC from time to time. Aviat undertakes no obligation to update publicly any forward-looking statement, whether written or oral, for any reason, except as required by law, even as new information becomes available or other events occur in the future.

Investor Relations:
Andrew Fredrickson
Director, Corporate Development & Investor Relations
Phone: (512) 582-4626
Email: andrew.fredrickson@aviatnet.com


Table 1
AVIAT NETWORKS, INC.
Fiscal Year 2025 First Quarter Summary
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 Three Months Ended
(In thousands, except per share amounts)September 27,
2024		September 29,
2023
Revenues:
Product sales$61,116 $59,545 
Services27,313 27,364 
Total revenues88,429 86,909 
Cost of revenues:
Product sales52,201 36,313 
Services16,440 19,401 
Total cost of revenues68,641 55,714 
Gross margin19,788 31,195 
Operating expenses:
Research and development10,408 6,424 
Selling and administrative24,948 19,237 
Restructuring charges— 644 
Total operating expenses35,356 26,305 
Operating (loss) income(15,568)4,890 
Interest expense, net1,115 99 
Other expense, net710 802 
(Loss) income before income taxes(17,393)3,989 
(Benefit from) provision for income taxes(5,514)432 
Net (loss) income$(11,879)$3,557 
Net (loss) income per share of common stock outstanding:
Basic$(0.94)$0.31 
Diluted$(0.94)$0.30 
Weighted-average shares outstanding:
Basic12,646 11,574 
Diluted12,646 11,943 


Table 2
AVIAT NETWORKS, INC.
Fiscal Year 2025 First Quarter Summary
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)September 27,
2024		June 28,
2024
ASSETS
Current Assets:
Cash and cash equivalents$51,034 $64,622 
Accounts receivable, net
169,002 158,013 
Unbilled receivables94,725 90,525 
Inventories79,559 62,267 
Assets held for sale— 2,720 
Other current assets32,942 27,076 
Total current assets427,262 405,223 
Property, plant and equipment, net11,883 9,480 
Goodwill15,153 8,217 
Intangible assets, net28,754 13,644 
Deferred income taxes91,317 83,112 
Right-of-use assets
3,665 3,710 
Other assets12,823 11,837 
Total long-term assets163,595 130,000 
Total assets$590,857 $535,223 
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable$104,926 $92,854 
Accrued expenses39,137 42,148 
Short-term lease liabilities1,125 1,006 
Advance payments and unearned revenue79,380 58,839 
Other current liabilities21,234 21,614 
Current portion of long-term debt2,395 2,396 
Total current liabilities248,197 218,857 
Long-term debt80,980 45,954 
Unearned revenue7,522 7,413 
Long-term operating lease liabilities
2,782 2,823 
Other long-term liabilities407 394 
Reserve for uncertain tax positions3,445 3,485 
Deferred income taxes412 412 
Total liabilities343,745 279,338 
Commitments and contingencies
Stockholder’s equity:
Preferred stock— — 
Common stock127 126 
Treasury stock(6,479)(6,479)
Additional paid-in-capital861,023 860,071 
Accumulated deficit(590,392)(578,513)
Accumulated other comprehensive loss(17,167)(19,320)
Total stockholders’ equity247,112 255,885 
Total liabilities and stockholders’ equity$590,857 $535,223 



 
AVIAT NETWORKS, INC.
Fiscal Year 2025 First Quarter Summary
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES AND REGULATION G DISCLOSURE
To supplement the consolidated financial statements presented in accordance with accounting principles generally accepted in the United States (GAAP), we provide additional measures of gross margin, research and development expenses, selling and administrative expenses, operating income, provision for or benefit from income taxes, net income, net income per share, and adjusted income before interest, tax, depreciation and amortization (Adjusted EBITDA), in each case, adjusted to exclude certain costs, charges, gains and losses, as set forth below. We believe that these non-GAAP financial measures, when considered together with the GAAP financial measures provide information that is useful to investors in understanding period-over-period operating results separate and apart from items that may, or could, have a disproportionate positive or negative impact on results in any particular period. We also believe these non-GAAP measures enhance the ability of investors to analyze trends in our business and to understand our performance. In addition, we may utilize non-GAAP financial measures as a guide in our forecasting, budgeting and long-term planning process and to measure operating performance for some management compensation purposes. Any analysis of non-GAAP financial measures should be used only in conjunction with results presented in accordance with GAAP. Reconciliations of these non-GAAP financial measures with the most directly comparable financial measures calculated in accordance with GAAP follow.
1We have not reconciled Adjusted EBITDA guidance to its corresponding GAAP measure due to the high variability and difficulty in making accurate forecasts and projections, particularly with respect to merger and acquisition costs and share-based compensation. In particular, share-based compensation expense is affected by future hiring, turnover, and retention needs, as well as the future fair market value of our common stock, all of which are difficult to predict and subject to change. Accordingly, reconciliations of forward-looking Adjusted EBITDA are not available without unreasonable effort.
Table 3
AVIAT NETWORKS, INC.
Fiscal Year 2025 First Quarter Summary
RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES (1)
Condensed Consolidated Statements of Operations
(Unaudited)
 Three Months Ended
 September 27, 2024% of
Revenue		September 29, 2023% of
Revenue
 (In thousands, except percentages and per share amounts)
GAAP gross margin$19,788 22.4 %$31,195 35.9 %
Share-based compensation104 183 
Merger and acquisition and other expenses608 43 
Non-GAAP gross margin20,500 23.2 %31,421 36.2 %
GAAP research and development expenses$10,408 11.8 %$6,424 7.4 %
Share-based compensation(143)(146)
Non-GAAP research and development expenses10,265 11.6 %6,278 7.2 %
GAAP selling and administrative expenses$24,948 28.2 %$19,237 22.1 %
Share-based compensation(1,417)(1,505)
Merger and acquisition and other expenses(3,781)(146)
Non-GAAP selling and administrative expenses19,750 22.3 %17,586 20.2 %
GAAP operating (loss) income$(15,568)(17.6)%$4,890 5.6 %
Share-based compensation1,664 1,834 
Merger and acquisition and other expenses4,389 189 
Restructuring charges— 644 
Non-GAAP operating (loss) income(9,515)(10.8)%7,557 8.7 %
GAAP income tax (benefit) provision$(5,514)(6.2)%$432 0.5 %
Adjustment to reflect pro forma tax rate6,014 (132)
Non-GAAP income tax provision500 0.6 %300 0.3 %
GAAP net (loss) income$(11,879)(13.4)%$3,557 4.1 %
Share-based compensation1,664 1,834 
Merger and acquisition and other expenses4,389 189 
Restructuring charges— 644 
Other expense, net710 802 
Adjustment to reflect pro forma tax rate(6,014)132 
Non-GAAP net (loss) income$(11,130)(12.6)%$7,158 8.2 %
Diluted net (loss) income per share:
GAAP$(0.94)$0.30 
Non-GAAP$(0.87)$0.60 
Shares used in computing diluted net (loss) income per share
GAAP12,646 11,943 
Non-GAAP12,804 11,943 
Adjusted EBITDA:
GAAP net (loss) income$(11,879)(13.4)%$3,557 4.1 %
Depreciation and amortization of property, plant and equipment and intangible assets1,830 1,344 
Interest expense, net1,115 99 
Other expense, net710 802 
Share-based compensation1,664 1,834 
Merger and acquisition and other expenses4,389 189 
Restructuring charges— 644 
(Benefit from) provision for income taxes(5,514)432 
Adjusted EBITDA
$(7,685)(8.7)%$8,901 10.2 %

(1)The adjustments above reconcile our GAAP financial results to the non-GAAP financial measures used by us. Our non-GAAP net income excluded share-based compensation, and other non-recurring charges (recovery). Adjusted EBITDA was determined by excluding depreciation and amortization on property, plant and equipment, interest, provision for or benefit from income taxes, and non-GAAP pre-tax adjustments, as set forth above, from GAAP net income. We believe that the presentation of these non-GAAP items provides meaningful supplemental information to investors, when viewed in conjunction with, and not in lieu of, our GAAP results. However, the non-GAAP financial measures have not been prepared under a comprehensive set of accounting rules or principles. Non-GAAP information should not be considered in isolation from, or as a substitute for, information prepared in accordance with GAAP. Moreover, there are material limitations associated with the use of non-GAAP financial measures.


Table 4
AVIAT NETWORKS, INC.
Fiscal Year 2025 First Quarter Summary
SUPPLEMENTAL SCHEDULE OF REVENUE BY GEOGRAPHICAL AREA
(Unaudited)
 
 Three Months Ended
September 27,
2024		September 29,
2023
(In thousands)
North America$42,225 $54,853 
International:
Africa and the Middle East10,450 9,954 
Europe5,600 5,252 
Latin America and Asia Pacific30,154 16,850 
Total international46,204 32,056 
Total revenue$88,429 $86,909 



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Cover
Nov. 05, 2024
Entity Listings [Line Items]  
Document Type 8-K
Document Period End Date Nov. 05, 2024
Entity Registrant Name AVIAT NETWORKS, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-33278
Entity Tax Identification Number 20-5961564
Entity Address, Address Line One 200 Parker Dr., Suite C100A
Entity Address, City or Town Austin
Entity Address, State or Province TX
Entity Address, Postal Zip Code 78728
City Area Code (408)
Local Phone Number 941-7100
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Common Stock  
Entity Listings [Line Items]  
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol AVNW
Security Exchange Name NASDAQ
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Entity Listings [Line Items]  
Title of 12(b) Security Preferred Share Purchase Rights
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Security Exchange Name NASDAQ
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