UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

~~(Mark One)~~


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~December 30, 2022~~September 29, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number 001-33278

AVIAT NETWORKS, INC.

(Exact name of registrant as specified in its charter)

Delaware

20-5961564

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

200 Parker Drive, Suite C100A,

Austin,

Texas

78728

(Address of principal executive offices)

(Zip Code)

(408) 941-7100

(Registrant’s telephone number, including area code)

~~__________________________~~

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which Registered
Common Stock	AVNW	The Nasdaq ~~Global Select~~Stock Market LLC
Preferred Share Purchase Rights		The Nasdaq Stock Market LLC

Indicate by checkmark whether the registrant (l) has filed all reports required to be filed by Section 13 or ~~15 (d)~~15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s Common Stock as of ~~January 27,~~October 30, 2023 was ~~11,395,261.~~11,720,047.

AVIAT NETWORKS, INC.

QUARTERLY REPORT ON FORM 10-Q

For the Quarterly Period Ended ~~December 30, 2022~~September 29, 2023

Table of Contents



			Page
Part I. Financial Information			43
Item 1. Financial Statements			53
Condensed Consolidated Statements of Operations (Unaudited)			3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)			4
Condensed Consolidated Balance Sheets (Unaudited)			5
Condensed Consolidated Statements of ~~Operations~~Cash Flows (Unaudited)			6
Condensed Consolidated Statements of ~~Comprehensive Income (Loss)~~Equity (Unaudited)			7
~~Condensed Consolidated Statements of Cash Flows (Unaudited)~~			8
~~Condensed Consolidated Statements of Equity (Unaudited)~~			10
Notes to Condensed Consolidated Financial Statements (Unaudited)			128
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2519
Item 3. Quantitative and Qualitative Disclosures About Market Risk			3224
Item 4. Controls and Procedures			3325
Part II. Other Information			3427
Item 1. Legal Proceedings			3427
Item 1A. Risk Factors			3427
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			3427
Item 3. Defaults upon Senior Securities			3427
Item 4. Mine Safety Disclosures			3427
Item 5. Other Information			3427
Item 6. Exhibits			3528
Signatures			3629
Exhibit Index			3629

PART I. FINANCIAL INFORMATION

Item 1.Financial Statements

AVIAT NETWORKS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended
(In thousands, except per share amounts)	September 29, 2023		September 30, 2022
Revenues:
Product sales	$	59,545	$	55,101
Services	28,021		26,150
Total revenues	87,566		81,251
Cost of revenues:
Product sales	36,313		35,253
Services	19,401		16,544
Total cost of revenues	55,714		51,797
Gross margin	31,852		29,454
Operating expenses:
Research and development	6,424		6,087
Selling and administrative	19,237		17,504
Restructuring charges	644		1,950
Total operating expenses	26,305		25,541
Operating income	5,547		3,913
Other expense, net	901		2,782
Income before income taxes	4,646		1,131
Provision for income taxes	641		3,877
Net income (loss)	$	4,005	$	(2,746)

Net income (loss) per share of common stock outstanding:
Basic	$	0.35	$	(0.25)
Diluted	$	0.34	$	(0.25)
Weighted-average shares outstanding:
Basic	11,574		11,200
Diluted	11,943		11,200

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

AVIAT NETWORKS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)


	Three Months Ended
(In thousands)	September 29, 2023		September 30, 2022
Net income (loss)	$	4,005	$	(2,746)
Other comprehensive income (loss):
Net change in cumulative translation adjustments	33		(1,113)
Other comprehensive income (loss)	33		(1,113)
Comprehensive income (loss)	$	4,038	$	(3,859)

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

AVIAT NETWORKS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(In thousands, except share and par value amounts)	(In thousands, except share and par value amounts)	December 30, 2022		July 1, 2022		(In thousands, except share and par value amounts)	September 29, 2023		June 30, 2023
ASSETS	ASSETS					ASSETS
Current Assets:	Current Assets:					Current Assets:
Cash and cash equivalents	Cash and cash equivalents	$	21,360	$	36,877	Cash and cash equivalents	$	35,465	$	22,242
Marketable securities		2		10,893
Accounts receivable, net		91,371		73,168
Accounts receivable, net of allowances of $726 and $719						Accounts receivable, net of allowances of $726 and $719	94,497		101,653
Unbilled receivables	Unbilled receivables	53,600		45,857		Unbilled receivables	60,975		58,588
Inventories	Inventories	35,185		25,394		Inventories	30,659		33,057
Customer service inventories		1,875		1,775
Other current assets	Other current assets	20,132		12,437		Other current assets	22,814		22,164
Total current assets	Total current assets	223,525		206,401		Total current assets	244,410		237,704
Property, plant and equipment, net	Property, plant and equipment, net	11,416		8,887		Property, plant and equipment, net	9,035		9,452
Goodwill	Goodwill	4,950		—		Goodwill	5,112		5,112
Intangible assets, net	Intangible assets, net	7,042		—		Intangible assets, net	8,870		9,046
Deferred income taxes	Deferred income taxes	89,647		95,412		Deferred income taxes	86,452		86,650
Right of use assets	Right of use assets	2,874		2,759		Right of use assets	2,984		2,554
Other assets	Other assets	9,834		10,445		Other assets	13,436		13,978
TOTAL ASSETS		$	349,288	$	323,904
Total assets						Total assets	$	370,299	$	364,496
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Current Liabilities:	Current Liabilities:					Current Liabilities:
Accounts payable	Accounts payable	$	59,750	$	42,394	Accounts payable	$	61,767	$	60,141
Accrued expenses	Accrued expenses	23,605		26,451		Accrued expenses	20,561		24,442
Short-term lease liabilities	Short-term lease liabilities	784		513		Short-term lease liabilities	723		610
Advance payments and unearned revenue	Advance payments and unearned revenue	38,870		33,740		Advance payments and unearned revenue	46,050		44,268
Restructuring liabilities	Restructuring liabilities	1,472		1,381		Restructuring liabilities	112		600
Total current liabilities	Total current liabilities	124,481		104,479		Total current liabilities	129,213		130,061
Unearned revenue	Unearned revenue	7,824		8,920		Unearned revenue	7,627		7,416
Long-term lease liabilities	Long-term lease liabilities	2,368		2,412		Long-term lease liabilities	2,436		2,140
Other long-term liabilities	Other long-term liabilities	249		273		Other long-term liabilities	317		314
Reserve for uncertain tax positions	Reserve for uncertain tax positions	5,307		5,504		Reserve for uncertain tax positions	4,064		3,975
Deferred income taxes	Deferred income taxes	563		563		Deferred income taxes	492		492
Total liabilities	Total liabilities	140,792		122,151		Total liabilities	144,149		144,398
Commitments and contingencies (Note 13)	Commitments and contingencies (Note 13)					Commitments and contingencies (Note 13)
Equity:
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued		—		—
Common stock, $0.01 par value, 300,000,000 shares authorized, 11,377,066 shares issued and outstanding at December 30, 2022; 11,160,160 shares issued and outstanding at July 1, 2022		114		112
Stockholders’ equity:						Stockholders’ equity:
Preferred stock, $0.01 par value, 50.0 million shares authorized, none issued						Preferred stock, $0.01 par value, 50.0 million shares authorized, none issued	—		—
Common stock, $0.01 par value, 300.0 million shares authorized, 11.7 million shares issued and outstanding at September 29, 2023; 11.5 million shares issued and outstanding at June 30, 2023						Common stock, $0.01 par value, 300.0 million shares authorized, 11.7 million shares issued and outstanding at September 29, 2023; 11.5 million shares issued and outstanding at June 30, 2023	117		115
Treasury stock	Treasury stock	(6,147)		(6,147)		Treasury stock	(6,147)		(6,147)
Additional paid-in-capital	Additional paid-in-capital	826,812		823,259		Additional paid-in-capital	832,060		830,048
Accumulated deficit	Accumulated deficit	(596,142)		(599,442)		Accumulated deficit	(583,909)		(587,914)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(16,141)		(16,029)		Accumulated other comprehensive loss	(15,971)		(16,004)
Total equity		208,496		201,753
TOTAL LIABILITIES AND EQUITY		$	349,288	$	323,904
Total stockholders’ equity						Total stockholders’ equity	226,150		220,098
Total liabilities and stockholders’ equity						Total liabilities and stockholders’ equity	$	370,299	$	364,496

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

AVIAT NETWORKS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~CASH FLOWS

(Unaudited)

Three Months Ended Six Months Ended
(In thousands, except per share amounts) December 30,
2022 December 31,
2021 December 30,
2022 December 31,
2021
Revenues:
Revenue from product sales $ 65,561 $ 53,467 $ 120,662 $ 104,314
Revenue from services 25,122 24,397 51,272 46,708
Total revenues 90,683 77,864 171,934 151,022
Cost of revenues:
Cost of product sales 40,569 34,014 75,822 65,939
Cost of services 17,894 15,694 34,438 30,846
Total cost of revenues 58,463 49,708 110,260 96,785
Gross margin 32,220 28,156 61,674 54,237
Operating expenses:
Research and development expenses 6,047 6,169 12,134 12,079
Selling and administrative expenses 16,567 13,739 34,071 26,437
Restructuring charges (recovery) 928 (960) 2,878 (301)
Total operating expenses 23,542 18,948 49,083 38,215
Operating income 8,678 9,208 12,591 16,022
Other (income)/expense, net (460) 240 2,322 212
Income before income taxes 9,138 8,968 10,269 15,810
Provision for income taxes 3,092 3,052 6,969 5,212
Net income $ 6,046 $ 5,916 $ 3,300 $ 10,598
Net income per share of common stock outstanding:
Basic $ 0.53 $ 0.52 $ 0.29 $ 0.95
Diluted $ 0.51 $ 0.49 $ 0.28 $ 0.89
Weighted-average shares outstanding:
Basic 11,347 11,309 11,273 11,172
Diluted 11,805 11,960 11,795 11,895


	Three Months Ended
(In thousands)	September 29, 2023		September 30, 2022
Operating Activities
Net income (loss)	$	4,005	$	(2,746)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation of property, plant and equipment	1,168		1,344
Amortization of intangible assets	176		124
Provision for uncollectible receivables	14		182
Share-based compensation	1,834		1,838
Deferred taxes	39		3,338
Charges for inventory write-downs	547		405
Noncash lease expense	177		206
Net loss on marketable securities	—		1,734
Other non-cash operating activities, net	17		—
Changes in operating assets and liabilities:
Accounts receivable	7,043		4,279
Unbilled receivables	(2,395)		(5,570)
Inventories	1,955		(2,727)
Accounts payable	1,787		(346)
Accrued expenses	(3,947)		(2,619)
Advance payments and unearned revenue	1,998		(2,496)
Income taxes	331		91
Other assets and liabilities	(769)		(3,351)
Net cash provided by (used in) operating activities	13,980		(6,314)
Investing Activities
Payments for acquisition of property, plant and equipment	(717)		(474)
Proceeds from sale of marketable securities	—		7,907
Acquisition, net of cash acquired and purchases of intangible assets	—		(15,769)
Net cash used in investing activities	(717)		(8,336)
Financing Activities
Proceeds from borrowings	25,200		15,000
Repayments of borrowings	(25,200)		(15,000)
Payments for taxes related to net settlement of equity awards	(105)		(670)
Proceeds from issuance of common stock under employee stock plans	285		360
Net cash provided by (used in) financing activities	180		(310)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(223)		(347)
Net increase (decrease) in cash, cash equivalents, and restricted cash	13,220		(15,307)
Cash, cash equivalents, and restricted cash, beginning of period	22,521		37,104
Cash, cash equivalents, and restricted cash, end of period	$	35,741	$	21,797

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

AVIAT NETWORKS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE INCOME~~EQUITY

(Unaudited)

Three Months Ended Six Months Ended
(In thousands) December 30,
2022 December 31,
2021 December 30,
2022 December 31,
2021
Net income $ 6,046 $ 5,916 $ 3,300 $ 10,598
Other comprehensive income (loss):
Net change in cumulative translation adjustments 1,001 (108) (112) (272)
Other comprehensive income (loss) 1,001 (108) (112) (272)
Comprehensive income $ 7,047 $ 5,808 $ 3,188 $ 10,326


	Three Months Ended September 29, 2023
	Common Stock			Treasury Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Equity
(In thousands)	Shares	$ Amount		$ Amount
Balance as of June 30, 2023	11,518	$	115	$	(6,147)	$	830,048	$	(587,914)	$	(16,004)	$	220,098
Net income	—	—		—		—		4,005		—		4,005
Other comprehensive income	—	—		—		—		—		33		33
Issuance of common stock under employee stock plans	204	2		—		283		—		—		285
Shares withheld for taxes related to vesting of equity awards	(3)	—		—		(105)		—		—		(105)

Share-based compensation	—	—		—		1,834		—		—		1,834
Balance as of September 29, 2023	11,719	$	117	$	(6,147)	$	832,060	$	(583,909)	$	(15,971)	$	226,150


	Three Months Ended September 30, 2022
	Common Stock			Treasury Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Equity
(In thousands)	Shares	$ Amount		$ Amount
Balance as of July 1, 2022	11,161	$	112	$	(6,147)	$	823,259	$	(599,442)	$	(16,029)	$	201,753
Net loss	—	—		—		—		(2,746)		—		(2,746)
Other comprehensive loss	—	—		—		—		—		(1,113)		(1,113)
Issuance of common stock under employee stock plans	174	2		—		358		—		—		360
Shares withheld for taxes related to vesting of equity awards	(22)	(1)		—		(669)		—		—		(670)

Share-based compensation	—	—		—		1,838		—		—		1,838
Balance as of September 30, 2022	11,313	$	113	$	(6,147)	$	824,786	$	(602,188)	$	(17,142)	$	199,422

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

~~AVIAT NETWORKS, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(Unaudited)~~

Six Months Ended
(In thousands) December 30,
2022 December 31,
2021
Operating Activities
Net income $ 3,300 $ 10,598
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization of property, plant and equipment 2,765 2,393
Amortization of intangible assets acquired 248 —
Provision (recoveries) for uncollectible receivables 474 (3)
Share-based compensation 3,497 1,624
Deferred tax assets, net 5,278 3,548
Charges for inventory and customer service inventory write-downs 1,138 658
Noncash lease expense 319 445
Net loss on marketable securities 1,740 —
Restructuring recoveries — (301)
Changes in operating assets and liabilities:
Accounts receivable (14,865) (21,063)
Unbilled receivables (8,002) (5,570)
Inventories (4,826) (2,393)
Customer service inventories (661) (745)
Accounts payable 10,429 11,159
Accrued expenses (3,759) (605)
Advance payments and unearned revenue 578 2,843
Income taxes payable or receivable 754 (1,550)
Other assets and liabilities (6,414) (2,729)
Change in lease liabilities (352) (472)
Net cash used in operating activities (8,359) (2,163)
Investing Activities
Payments for acquisition of property, plant and equipment (672) (798)
Proceeds from sale of marketable securities 9,151 —
Acquisition, net of cash acquired and purchases of intangible assets (15,769) —
Net cash used in investing activities (7,290) (798)
Financing Activities
Proceeds from borrowings 24,000 —
Repayments of borrowings (24,000) —
Payments for repurchase of common stock - treasury shares — (2,621)
Payments for taxes related to net settlement of equity awards (689) (358)
Proceeds from issuance of common stock under employee stock plans 747 586
Net cash provided by (used in) financing activities 58 (2,393)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash 41 (291)
Net decrease in cash, cash equivalents, and restricted cash (15,550) (5,645)
Cash, cash equivalents, and restricted cash, beginning of period 37,104 48,198
Cash, cash equivalents, and restricted cash, end of period $ 21,554 $ 42,553

~~See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.~~

~~AVIAT NETWORKS, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF EQUITY~~

~~(Unaudited)~~

Three Months Ended December 30, 2022
Common Stock Treasury Stock Additional
Paid-in
Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Equity
(In thousands, except share amounts) Shares $
Amount
Balance as of September 30, 2022 11,312,974 $ 113 $ (6,147) $ 824,786 $ (602,188) $ (17,142) $ 199,422
Net income — — — — 6,046 — 6,046
Other comprehensive income, net of tax — — — — — 1,001 1,001
Issuance of common stock under employee stock plans 64,757 1 — 386 — — 387
Shares withheld for taxes related to vesting of equity awards (665) — — (19) — — (19)
Share-based compensation — — — 1,659 — — 1,659
Balance as of December 30, 2022 11,377,066 $ 114 $ (6,147) $ 826,812 $ (596,142) $ (16,141) $ 208,496

Three Months Ended December 31, 2021
Common Stock Treasury Stock Additional
Paid-in
Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Equity
(In thousands, except share amounts) Shares $
Amount
Balance as of October 1, 2021 11,187,003 $ 112 $ (1,500) $ 819,711 $ (615,920) $ (14,491) $ 187,912
Net income — — — — 5,916 — 5,916
Other comprehensive loss, net of tax — — — — — (108) (108)
Issuance of common stock under employee stock plans 69,434 1 — 319 — — 320
Shares withheld for taxes related to vesting of equity awards — — — — — — —
Stock repurchase (60,895) (1) (1,908) — — — (1,909)
Share-based compensation — — — 761 — — 761
Balance as of December 31, 2021 11,195,542 $ 112 $ (3,408) $ 820,791 $ (610,004) $ (14,599) $ 192,892

Six Months Ended December 30, 2022
Common Stock Treasury Stock Additional
Paid-in
Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Equity
(In thousands, except share amounts) Shares $
Amount
Balance as of July 1, 2022 11,160,160 $ 112 $ (6,147) $ 823,259 $ (599,442) $ (16,029) $ 201,753
Net income — — — — 3,300 — 3,300
Other comprehensive income, net of tax — — — — — (112) (112)
Issuance of common stock under employee stock plans 239,074 3 — 744 — — 747
Shares withheld for taxes related to vesting of equity awards (22,168) (1) — (688) — — (689)
Stock repurchase — — — — — — —
Share-based compensation — — — 3,497 — — 3,497
Balance as of December 30, 2022 11,377,066 $ 114 $ (6,147) $ 826,812 $ (596,142) $ (16,141) $ 208,496

Six Months Ended December 31, 2021
Common Stock Treasury Stock Additional
Paid-in
Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Equity
(In thousands, except share amounts) Shares $
Amount
Balance as of July 2, 2021 11,153,445 $ 112 $ (787) $ 818,939 $ (620,602) $ (14,327) $ 183,335
Net income — — — — 10,598 — 10,598
Other comprehensive loss, net of tax — — — — — (272) (272)
Issuance of common stock under employee stock plans 135,669 1 — 586 — — 587
Shares withheld for taxes related to vesting of equity awards (10,134) — — (358) — — (358)
Stock repurchase (83,438) (1) (2,621) — — (2,622)
Share-based compensation — — — 1,624 — — 1,624
Balance as of December 31, 2021 11,195,542 $ 112 $ (3,408) $ 820,791 $ (610,004) $ (14,599) $ 192,892

~~See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.~~

117

AVIAT NETWORKS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. The Company and Basis of Presentation

The Company

Aviat Networks, Inc. ~~(the~~(“Aviat,” the “Company,” “we,” “us,” and “our”) designs, manufactures, and sells ~~a range of~~ wireless networking and access networking solutions and services to mobile and fixed telephone service providers, private network operators, government agencies, transportation and utility companies, public safety agencies and broadcast system operators across the globe. ~~Our~~Aviat’s products include broadband wireless access base stations and customer premises equipment for fixed and mobile, point-to-point digital microwave radio systems for access, backhaul, trunking and license-exempt applications, supporting new network deployments, network expansion, and capacity upgrades.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information, and ~~we have~~Aviat has made estimates, assumptions and judgments affecting the amounts reported in ~~our~~its unaudited condensed consolidated financial statements and the accompanying notes, as discussed in greater detail below. Accordingly, the statements do not include all information and footnotes required by U.S. GAAP for annual consolidated financial statements. In the opinion of ~~our~~the Company’s management, such interim financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of financial position, results of operations and cash flows for such periods. The results for the three ~~and six~~ months ended ~~December 30, 2022~~September 29, 2023 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 ~~our~~Aviat’s Annual Report on Form 10-K for the fiscal year ended ~~July 1, 2022.~~June 30, 2023.

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All intercompany transactions and accounts have been eliminated. Certain amounts in the financial statements have been reclassified for comparative purposes to conform to the current period financial statement presentation.

~~We operate on a 52-week~~Aviat’s fiscal year includes 52 or ~~53-week year ending~~53 weeks and ends on the Friday ~~closest~~nearest to June 30. The three months ended ~~December~~September 29, 2023 and September 30, 2022 ~~and the three months ended December 31, 2021~~ both consisted of 13 weeks. Fiscal year ~~2023~~2024 will be comprised of 52 weeks and will end on June ~~30, 2023.~~28, 2024. Fiscal year ~~2022~~2023 was comprised of 52 weeks and ended on ~~July 1, 2022.~~June 30, 2023.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires usthe Company to make estimates, assumptions and judgments affecting the amounts reported and related disclosures. Estimates are based upon historical factors, current circumstances and the experience and judgment of ~~our~~the Company’s management. ~~We evaluate our~~The Company evaluates estimates and assumptions on an ongoing basis and may employ outside experts to assist us in making these evaluations. Changes in such estimates, based on more accurate information, or different assumptions or conditions, may affect amounts reported in future periods. Such estimates affect significant items, including revenue recognition, ~~business combinations,~~ provision for uncollectible receivables, inventory valuation, goodwill and identified intangible assets in business combinations, valuation allowances for deferred tax assets, uncertainties in income taxes, contingencies and recoverability of long-lived assets. ~~The actual~~Actual results ~~that we experience~~ may differ materially from ~~our~~ estimates.

Summary of Significant Accounting Policies

There have been no material changes in ~~our~~the Company’s significant accounting policies as of ~~December 30, 2022~~ and for the ~~six~~three months ended ~~December 30, 2022,~~September 29, 2023, as compared to the significant accounting policies described in ~~our~~the Company’s Annual Report on Form 10-K for the fiscal year ended ~~July 1, 2022.~~June 30, 2023.

128

Accounting Standards Not Yet Adopted

~~In June 2016,~~The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). The Company determined at this time that all ASUs issued ~~Accounting Standard Update (“ASU”) 2016-13,~~ ~~Financial Instruments-Credit Losses~~ ~~(Topic 326):~~ ~~Measurement of Credit Losses on Financial Instruments~~ ~~(ASU 2016-13) and also issued subsequent amendments~~but not yet adopted are either not applicable or are expected to the initial guidance: ASU 2018-19, ASU 2019-04, ASU 2019-05 and ASU 2022-02 (collectively, Topic 326). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. Topic 326 became effective for us in our first quarter of fiscal 2023. The adoption had no materialhave a minimal impact on ~~our unaudited condensed consolidated~~its financial ~~statements.~~position and results of operations.

Note 2. Net Income (Loss) Per Share of Common Stock

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


	Three Months Ended
(In thousands, except per share amounts)	September 29, 2023		September 30, 2022
Numerator:
Net income (loss)	$	4,005	$	(2,746)

Denominator:
Weighted-average shares outstanding, basic	11,574		11,200
Effect of potentially dilutive equivalent shares	369		—
Weighted-average shares outstanding, diluted	11,943		11,200

Net income (loss) per share of common stock outstanding:
Basic	$	0.35	$	(0.25)
Diluted	$	0.34	$	(0.25)

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 29, 2023	September 30, 2022
Stock options	259	154
Restricted stock units and performance stock units	58	48
Total shares of common stock excluded	317	202

Note ~~2. Balance Sheet Components~~3. Revenue Recognition

~~Cash, Cash Equivalents,~~Contract Balances, Performance Obligations, and ~~Restricted Cash~~

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

(In thousands) December 30,
2022 July 1,
2022
Cash and cash equivalents $ 21,360 $ 36,877
Restricted cash included in other assets 194 227
Total cash, cash equivalents, and restricted cash in the Statement of Cash Flows $ 21,554 $ 37,104


(In thousands)	September 29, 2023		June 30, 2023
Contract assets
Accounts receivable, net	$	94,497	$	101,653
Contract assets	$	60,975	$	58,588
Capitalized commissions	$	3,070	$	3,492
Contract liabilities
Advance payments and unearned revenue	$	46,050	$	44,268
Unearned revenue, long-term	$	7,627	$	7,416

~~Accounts Receivable, net~~

~~Our net accounts receivable are summarized below:~~
(In thousands) December 30,
2022 July 1,
2022
Accounts receivable $ 92,289 $ 74,102
Less: Allowances for collection losses (918) (934)
Total accounts receivable, net $ 91,371 $ 73,168

~~Inventories~~

~~Our inventories are summarized below~~
(In thousands) December 30,
2022 July 1,
2022
Finished products $ 21,396 $ 14,916
Raw materials and supplies 13,789 10,478
Total inventories $ 35,185 $ 25,394
Consigned inventories included within raw materials and supplies $ 9,590 $ 9,796

~~We record charges to adjust our inventory~~Significant changes in contract balances may arise as a result of recognition over time for services, transfer of control for equipment, and ~~customer service inventory due to excess~~periodic payments (both in arrears and obsolete inventory resulting from lower sales forecasts, product transitioning, or discontinuance. The charges during the three and six months ended December 30, 2022 and December 31, 2021 consisted of the following which were recorded in ~~cost of product sales:~~

Three Months Ended Six Months Ended
(In thousands) December 30,
2022 December 31,
2021 December 30,
2022 December 31,
2021
Excess and obsolete inventory $ 411 $ 107 $ 581 $ 240
Customer service inventory write-downs 322 170 557 418
Total inventory charges $ 733 $ 277 $ 1,138 $ 658
advance).

139

~~Assets Held for Sale~~

~~We consider properties~~From time to ~~be Assets held for sale when management approves and commits to~~time, the Company may experience unforeseen events that could result in a ~~plan to dispose of a property or group of properties. The property held for sale prior~~change to the ~~sale date~~scope or price associated with an arrangement. When such events occur, the transaction price and measurement of progress for the performance obligation are updated and this change is ~~separately presented~~recognized as a cumulative catch-up to revenue. Because of the nature and type of contracts, the timeframe to completion and satisfaction of current and future performance obligations can shift; however, this will have no impact on the ~~balance sheet as Assets held for sale.~~Company’s future obligation to bill and collect.

~~During~~As of September 29, 2023, the ~~second quarter of fiscal 2021 management initiated the sale of our facility located~~Company reported $53.7 million in the United Kingdom. We completed the sale during the third quarter of fiscal 2022 with proceeds of $2.3 million, reflecting a gain of $0.1 million We have no assets held for sale as of December 30, 2022.

~~Property, Plant and Equipment, net~~

~~Our property, plant and equipment, net are summarized below:~~
(In thousands) December 30,
2022 July 1,
2022
Land $ 210 $ 210
Buildings and leasehold improvements 5,889 5,796
Software 17,073 21,368
Machinery and equipment 48,128 49,584
Total property, plant and equipment, gross 71,300 76,958
Less: Accumulated depreciation and amortization (59,884) (68,071)
Total property, plant and equipment, net $ 11,416 $ 8,887

Included in the total plant, property and equipment above there was $0.7 million of assets in progress which have not been placed in service as of December 30, 2022 and $1.2 million as of July 1, 2022.

~~Depreciation and amortization expense related to property, plant and equipment, including amortization of software developed for internal use, was as follows:~~

Three Months Ended Six Months Ended
(In thousands) December 30,
2022 December 31,
2021 December 30,
2022 December 31,
2021
Depreciation and amortization $ 1,421 $ 1,129 $ 2,765 $ 2,393

~~Accrued Expenses~~

~~Our accrued expenses are summarized below:~~

(In thousands) December 30,
2022 July 1,
2022
Accrued compensation and benefits $ 8,182 $ 11,625
Accrued agent commissions 1,370 1,864
Accrued warranties 2,549 2,913
Other 11,504 10,049
Total accrued expenses $ 23,605 $ 26,451

~~Accrued Warranties~~

We accrue for the estimated cost to repair or replace products under warranty. Changes in our warranty liability, which are included as a component of accrued expenses in our unaudited condensed consolidated balance sheets were as follows:

Three Months Ended Six Months Ended
(In thousands) December 30,
2022 December 31,
2021 December 30,
2022 December 31,
2021
Balance as of the beginning of the period $ 2,755 $ 3,318 $ 2,913 $ 3,228
Warranty provision recorded during the period 199 341 374 839
Assumed in Redline acquisition — — 55 —
Consumption during the period (405) (461) (793) (869)
Balance as of the end of the period $ 2,549 $ 3,198 $ 2,549 $ 3,198

~~Advance Payments and Unearned Revenue~~

~~Our~~ advance payments and unearned revenue ~~are summarized below:~~

(In thousands) December 30,
2022 July 1,
2022
Advance payments $ 2,884 $ 1,870
Unearned revenue 35,986 31,870
Total advance payments and unearned revenue $ 38,870 $ 33,740

~~Excluded from the balances above are $7.8 million~~ and ~~$8.9 million in~~ long-term unearned revenue, of which approximately 40% is expected to be recognized as revenue in the remainder of ~~December~~fiscal 2024 and the remainder thereafter. Approximately $7.4 million of revenue was recognized during the three months ended September 29, 2023, which was included in advance payments and unearned revenue at June 30, ~~2022 and July 1, 2022, respectively.~~2023.

Remaining Performance Obligations

The aggregate amount of transaction price allocated to unsatisfied (or partially unsatisfied) performance obligations was approximately $152.4 million at September 29, 2023. 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.

Note 4. Leases


	Three Months Ended
	September 29, 2023		September 30, 2022
(In thousands)
Operating lease costs	$	221	$	312
Short-term lease costs	414		551
Variable lease costs	12		35
Total lease costs	$	647	$	898

The weighted average lease term and discount rate for the three months ended September 29, 2023 were as follows:


Weighted average remaining lease term	5.7 years
Weighted average discount rate	5.5	%

As of September 29, 2023, future minimum lease payments under all non-cancelable operating leases with an initial term in excess of one year were as follows (in thousands):


Remainder of fiscal 2024	$	724
2025	757
2026	632
2027	312
2028	319
Thereafter	1,235
Total lease payments	3,979
Less: interest	(820)
Present value of lease liabilities	$	3,159

Note 3.5. Balance Sheet Components

Cash, Cash equivalents, and Restricted cash

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 29, 2023		June 30, 2023
Cash and cash equivalents	$	35,465	$	22,242

Restricted cash included in other assets	276		279
Total cash, cash equivalents, and restricted cash in the Statement of Cash Flows	$	35,741	$	22,521

Inventories


(In thousands)	September 29, 2023		June 30, 2023
Finished products	$	17,104	$	18,502
Raw materials and supplies	11,771		12,794
Customer service inventories	$	1,784	$	1,761
Total inventories	$	30,659	$	33,057
Consigned inventories included within raw materials and supplies	$	9,937	$	11,224

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 29, 2023 and September 30, 2022 were included in cost of product sales as follows:


	Three Months Ended
(In thousands)	September 29, 2023		September 30, 2022
Excess and obsolete inventory	$	294	$	170
Customer service inventory write-downs	253		235
Total inventory charges	$	547	$	405

Other Current Assets


(In thousands)	September 29, 2023		June 30, 2023
Contract manufacturing assets	$	5,782	$	6,487
Prepaid and other current assets	17,032		15,677
Total other current assets	$	22,814	$	22,164

Property, Plant and Equipment, net


(In thousands)	September 29, 2023		June 30, 2023
Land	$	210	$	210
Buildings and leasehold improvements	5,889		5,889
Software	16,998		16,989
Machinery and equipment	47,088		47,150
Total property, plant and equipment, gross	70,185		70,238
Less: Accumulated depreciation	(61,150)		(60,786)
Total property, plant and equipment, net	$	9,035	$	9,452

Included in the total property, plant and equipment, gross were $0.6 million and $0.4 million of assets in progress which have not been placed in service as of September 29, 2023 and June 30, 2023, respectively. Depreciation expense related to property, plant and equipment, was as follows:


	Three Months Ended
(In thousands)	September 29, 2023		September 30, 2022
Depreciation	$	1,168	$	1,344

Accrued Expenses


(In thousands)	September 29, 2023		June 30, 2023
Compensation and benefits	$	7,256	$	10,368
Taxes	5,109		4,553
Warranties	2,100		2,100
Commissions	1,339		1,453
Professional fees	944		2,104
Other	3,813		3,864
Total accrued expenses	$	20,561	$	24,442

The Company accrues for the estimated cost to repair or replace products under warranty. Changes in the warranty liability were as follows:


	Three Months Ended
(In thousands)	September 29, 2023		September 30, 2022
Balance as of the beginning of the period	$	2,100	$	2,913
Warranty provision recorded during the period	375		175
Assumed in acquisition	—		55
Consumption during the period	(375)		(388)
Balance as of the end of the period	$	2,100	$	2,755

Advance Payments and Unearned Revenue


(In thousands)	September 29, 2023		June 30, 2023
Advance payments	$	2,049	$	1,607
Unearned revenue	44,001		42,661
Total advance payments and unearned revenue	$	46,050	$	44,268

Excluded from the balances above are $7.6 million and $7.4 million in long-term unearned revenue as of September 29, 2023 and June 30, 2023, respectively.

Note 6. Fair Value Measurements of Assets and Liabilities

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal market (or most advantageous market in the absence of a principal market) for the asset or liability in an orderly transaction between market participants as of the measurement date. ~~We maximize~~The Company maximizes the use of observable inputs and ~~minimize~~minimizes the use of unobservable inputs in measuring fair value and ~~establish~~established a three-level fair value hierarchy that prioritizes the observable inputs used to measure fair value. The three levels of inputs used to measure fair value are as follows:

•Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities;

•Level 2 — Observable market-based inputs or observable inputs that are corroborated by market data; and

•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 ~~our~~ assets and liabilities that are measured at fair value on a recurring basis as of ~~December~~September 29, 2023 and June 30, ~~2022 and July 1, 2022~~2023 were as follows:

December 30, 2022

July 1, 2022

Valuation Inputs

September 29, 2023

June 30, 2023

Valuation Inputs

(In thousands)

Fair Value

(In thousands)

Fair Value

Assets:

Cash and cash equivalents:

Money market funds

5,599

5,367

Level 1

Money market funds

8,259

571

Level 1

Bank certificates of deposit

3,569

3,682

Level 2

Bank certificates of deposit

3,533

3,793

Level 2

Marketable securities

10,893

Level 1

~~We classify items~~Items are classified within Level 1 if quoted prices are available in active markets. ~~Our~~The Company’s Level 1 items ~~mainly~~ are primarily money market funds. As of ~~December~~September 29, 2023 and June 30, ~~2022 and July 1, 2022,~~2023, these money market funds were valued at $1.00 net asset value per share.

~~Our marketable securities~~Items are included in current assets on our balance sheet as they are available to be converted into cash to fund current operations. These marketable securities are publicly traded stock measured at fair value and classified

within ~~Level 1. For the six months ended December 30, 2022 we recognized a loss of $1.7 million associated with the sales of our marketable securities.~~

~~We classify items in~~ 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. ~~Our~~The Company’s bank certificates of deposit are classified within Level 2. The carrying value of bank certificates of deposit approximates their fair value.

As of ~~December~~September 29, 2023 and June 30, ~~2022 and July 1, 2022, we did not have any~~2023, there were no recurring assets or liabilities ~~that were~~ valued using significant unobservable inputs.

~~Our~~The Company’s policy is to recognize asset or liability transfers among Level 1, Level 2, and Level 3 as of the actual date of the events or change in circumstances that caused the transfer. During the first ~~six~~three months of fiscal 2024 and 2023, ~~and 2022, we had~~there were no transfers of assets or liabilities measured at fair value between levels of the fair value ~~hierarchy of our assets or liabilities measured at fair value.~~hierarchy.

~~Note 4. Leases~~

~~The Company has facilities under non-cancelable operating lease agreements. These leases have varying terms that range from~~ ~~one~~ ~~to 20 years and contain leasehold improvement incentives, rent holidays and escalation clauses.~~

We determine if an arrangement contains a lease at inception. These operating leases are included in "Right of use assets" on our unaudited condensed consolidated balance sheets and represent our right to use the underlying asset for the lease term. Our obligations to make lease payments are included in "Short-term lease liabilities" and "Long-term lease liabilities" on our unaudited condensed consolidated balance sheets. We did not enter into any finance leases during the six months ended December 30, 2022.

~~The following summarizes our lease costs (in thousands):~~

Three Months Ended Six Months Ended
December 30,
2022 December 31, 2021 December 30,
2022 December 31, 2021
(In thousands) (In thousands)
Operating lease costs $ 235 $ 245 $ 547 $ 562
Short-term lease costs $ 466 513 1,017 1,200
Variable lease costs $ 45 47 80 74
Total lease costs $ 746 $ 805 $ 1,644 $ 1,836

~~The following summarizes our lease term and discount rate for the six months ended December 30, 2022:~~


~~Weighted average remaining lease term~~	~~6.8 years~~
~~Weighted average discount rate~~	~~5.7~~	%

~~As of December 30, 2022, our future minimum lease payments under all non-cancelable operating leases with an initial term in excess of one year were as follows (in thousands):~~

Amount
(In thousands)
Remainder of 2023 $ 641
2024 741
2025 633
2026 490
2027 169
Thereafter 1,384
Total lease payments 4,058
Less: interest (906)
Present value of lease liabilities $ 3,152

~~Note 5. Credit Facility and Debt~~

On May 17, 2021, we entered into Amendment No. 4 to Third Amended and Restated Loan and Security Agreement with Silicon Valley Bank (the “SVB Credit Facility”) which extended the expiration date to June 28, 2024. The SVB Credit Facility provides for a $25.0 million accounts receivable formula-based revolving credit facility that can be borrowed by our U.S. company, with a $25.0 million sub-limit that can be borrowed by our U.S. and Singapore entities. Loans may be advanced under the SVB Credit Facility based on a borrowing base equal to a specified percentage of the value of eligible accounts of the borrowers under the SVB Credit Facility. The borrowing base is subject to certain eligibility criteria. Availability under the accounts receivable formula based revolving credit facility can also be utilized to issue letters of credit with a $12.0 million sub-limit. We may prepay loans under the SVB Credit Facility in whole or in part at any time without premium or penalty. As of December 30, 2022, available credit under the SVB Credit Facility was $22.0 million, reflecting the available limit of $25.0 million less outstanding letters of credit of $3.0 million. We borrowed and repaid $24.0 million against the SVB Credit Facility during the six months ended December 30, 2022 and the interest rate was 6.07%. As of December 30, 2022 there was no borrowing outstanding.

The SVB Credit Facility carries an interest rate computed, at our option, based on either (i) at the prime rate reported in the Wall Street Journal plus a spread of 0.50% to 1.50%, with such spread determined based on our adjusted quick ratio; or (ii) if we satisfy a minimum adjusted quick ratio, a LIBOR rate determined in accordance with the SVB Credit Facility, plus a spread of 2.75%. Any outstanding Singapore subsidiary borrowed loans shall bear interest at an additional 2.00% above the applicable prime or LIBOR rate.

The SVB Credit Facility contains quarterly financial covenants including minimum adjusted quick ratio and minimum profitability (EBITDA) requirements. In the event our adjusted quick ratio falls below a certain level, cash received in our accounts with Silicon Valley Bank may be directly applied to reduce outstanding obligations under the SVB Credit Facility. The SVB Credit Facility also imposes certain restrictions on our ability 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 under certain circumstances. Certain of our assets, including accounts receivable, inventory, and equipment, are pledged as collateral for the SVB Credit Facility. Upon an event of default, outstanding obligations would be immediately due and payable. Under certain circumstances, a default interest rate will apply on all obligations during the existence of an event of default at a per annum rate of interest equal to 5.00% above the applicable interest rate. As of December 30, 2022, we were in compliance with the quarterly financial covenants contained in the SVB Credit Facility, as amended.

Note ~~6. Revenue Recognition~~7. Credit Facility and Debt

~~Contract Balances, Performance Obligations,~~In May 2023, the Company entered into a Secured Credit Facility Agreement (the “Credit Facility”) with Wells Fargo Bank, National Association, as administrative agent, swingline lender and ~~Backlog~~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 $40.0 million Revolver can be borrowed with a $10.0 million sublimit for letters of credit, and a $10.0 million swingline loan sublimit. The Term Loan has a funding date on or prior to the closing date of the NEC Transaction (as defined below) with the proceeds intended to be used to settle the cash portion of the consideration and any related expenses. See Note 12. Acquisitions for further information. Deferred financing costs of $0.8 million were paid in association with entering into the Credit Facility.

As of September 29, 2023, the available credit under the Revolver was $38.8 million, reflecting the available limit of $40.0 million less outstanding letters of credit of $1.2 million. The available credit under the Term Loan was $50.0 million. The Company borrowed $25.2 million and repaid $25.2 million against the Revolver during the three months ended September 29, 2023. There was no borrowing outstanding for either the Revolver or Term Loan as of September 29, 2023.

Outstanding borrowings under the Credit Facility bear interest at either: (a) Adjusted Term Secured Overnight Financing Rate (“SOFR”) plus the applicable margin; or (b) the Base Rate plus the applicable margin. The ~~following table provides information about receivables~~pricing levels for interest rate margins are determined based on the Consolidated Total Leverage Ratio as determined and ~~liabilities from contracts with customers (in thousands):~~adjusted quarterly. As of September 29, 2023, the applicable margin on Adjusted Term SOFR and Base Rate borrowings was 2.75% and 1.75%, respectively.

1713

December 30, 2022 July 1, 2022
Contract Balances
Accounts receivable, net $ 91,371 $ 73,168
Contract Assets $ 53,600 $ 45,857
Capitalized commissions $ 2,120 $ 2,341
Contract Liabilities
Advance payments and unearned revenue $ 38,870 $ 33,740
Unearned revenue, long-term $ 7,824 $ 8,920

~~Capitalized commissions are classified~~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 ~~both current~~of the last day of any fiscal quarter of the Company. The Credit Facility also requires that the Company maintain a maximum leverage ratio of 3.00 times EBITDA, with a step-down to 2.75 times EBITDA after four full quarters, and ~~long term in included in other assets. Significant changes in contract balances may arise as a result~~2.50 times EBITDA after eight full quarters. The Credit Facility contains customary affirmative and negative covenants, including, among others, covenants limiting the ability of ~~recognition over time for services, transfer~~the Company and its subsidiaries to dispose of ~~control for equipment, and periodic payments (both in arrears and in advance).~~

~~From time to time, we may experience unforeseen events that could result in~~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 the scope or price associated with an arrangement. When such events occur, we update the transaction price and measure of progress for the performance obligation and recognize the change as a cumulative catch-up to revenue. Because of the nature and type of contracts we engage in, the timeframe to completion and satisfaction of current and future performance obligations can shift; however, this will have no impact on our future obligation to bill and collect.customary exceptions.

As of ~~December 30, 2022, we~~September 29, 2023, the Company was in compliance with all financial covenants contained in the Credit Facility.

Note 8. Restructuring


	Employee Severance and Benefits
(In thousands)	Fiscal 2024 Plans		Prior Years’ Plans		Total
Accrual balance, June 30, 2023	$	—	$	600	$	600
Charges, net	333		348		681
Cash payments	(221)		(948)		(1,169)
Accrual balance, September 29, 2023	112		—		112

As of September 29, 2023, the accrual balance of $0.1 million was classified as current and included in restructuring liabilities on the unaudited condensed consolidated balance sheets.

Fiscal 2024 Plans

During fiscal 2024, the Company’s Board of Directors approved restructuring plans, primarily associated with reductions in workforce to optimize skill sets and align cost structure. The fiscal 2024 plans are expected to be completed through the first half of fiscal 2024.

Prior Years’ Plans

Activities under the prior 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. Payments related to the accrued restructuring balance for these plans are complete.

Note 9. Stockholders’ Equity

Stock Repurchase Program

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 29, 2023, $7.3 million remains available and Aviat may choose to suspend or discontinue the repurchase program at any time. During the first quarter of fiscal 2024, the Company did not repurchase any shares of common stock.

Stock Incentive Programs

As of September 29, 2023, the Company had ~~$46.7~~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.

Under the 2018 Plan, option exercise prices are equal to the fair market value of Aviat common stock on the date the options are granted using the closing stock price. After vesting, options generally may be exercised within seven years after the date of grant.

Restricted stock units are not transferable until vested and the restrictions lapse upon the achievement of continued employment or service over a specified time period. Restricted stock units issued to employees generally vest three years from the date of grant (three-year cliff or annually over three years). Restricted stock units issued annually to non-executive board members generally vest on the day before the annual stockholders’ meeting.

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 29, 2023, the Company granted 63,889 restricted stock units, 63,889 performance share awards and 145,250 stock options.

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 29, 2023		September 30, 2022
By Expense Category:
Cost of revenues	$	183	$	172
Research and development	146		135
Selling and administrative	1,505		1,531
Total share-based compensation expense	$	1,834	$	1,838
By Type of Award:
Options	$	346	$	510
Restricted and performance stock awards and units	1,488		1,328
Total share-based compensation expense	$	1,834	$	1,838

As of September 29, 2023, there was approximately $3.6 million ~~in advance payments and unearned revenue and long-term unearned revenue,~~ of total unrecognized compensation expense related to non-vested stock options granted which ~~approximately 38%~~ is expected to be recognized ~~as revenue in the remainder~~over a weighted-average period of ~~fiscal~~2.3 years. As of September 29, 2023, ~~and the balance thereafter. During the three and six months ended December 30, 2022 we recognized $6.0~~there was $10.7 million ~~and $11.9 million, respectively,~~ of ~~revenue~~total unrecognized compensation expense related to non-vested stock awards which ~~was included in advance payments and unearned revenue at July 1, 2022.~~

~~Remaining Performance Obligations~~

The aggregate amount of transaction price allocated to our unsatisfied (or partially unsatisfied) performance obligations was approximately $115.9 million at December 30, 2022. Of this amount, we expect to recognize approximately 51% as revenue during the next 12 months, with the remaining amountis expected to be recognized ~~as revenue within~~ ~~two~~ ~~to five~~over a weighted-average period of 1.7 years.

Note 7.10. Segment and Geographic Information

~~We operate~~Aviat operates in one reportable business segment: the design, manufacturing, and sale of ~~a range of~~ wireless networking products, solutions, and services. ~~Our~~The Company’s financial performance is regularly reviewed by ~~our~~its chief operating decision maker who is ~~our~~its Chief Executive Officer (“CEO”).

~~We report~~The Company reports revenue by region and country based on the location where ~~our~~its customers accept delivery of ~~our~~ products and services. Revenue by region for the three ~~and six~~ months ended ~~December~~September 29, 2023 and September 30, 2022 ~~and December 31, 2021~~ was ~~as follows:~~

Three Months Ended Six Months Ended
(In thousands) December 30,
2022 December 31,
2021 December 30,
2022 December 31,
2021
North America
$ 52,049 $ 51,046 $ 100,897 $ 101,983
Africa and the Middle East 14,135 13,535 25,119 24,237
Europe 5,334 2,908 9,834 5,611
Latin America and Asia Pacific 19,165 10,375 36,084 19,191
Total revenue $ 90,683 $ 77,864 $ 171,934 $ 151,022

~~The loss of a significant portion of business from any significant customers could adversely affect our unaudited condensed consolidated financial statements.~~

~~Customers accounting for 10% or more of our total revenue were as follows:~~
Three Months Ended Six Months Ended
December 30,
2022 December 31,
2021 December 30,
2022 December 31,
2021
Motorola Solutions, Inc. * 11.0 % 11.4 % 13.0 %
Verizon Wireless 10.1 % * * *

*~~Less than 10.0%~~

~~Customer accounting for 10% or more of our accounts receivable were as follows:~~

~~December 30, 2022~~

~~July 1, 2022~~

~~Mobile Telephone Networks Group (MTN Group)~~

~~17.0~~

*~~Less than 10.0%~~

~~Note 8. Equity~~

~~Stock Repurchase Program~~

In November 2021 our Board of Directors approved a stock repurchase program to purchase up to $10.0 million of our common stock. As of December 30, 2022, $8.0 million remains available and we may choose to suspend or discontinue the repurchase program at any time.

~~During the first six months of fiscal 2023, we did not repurchase any shares of our common stock in the open market.~~

~~Stock Incentive Programs~~

As of December 30, 2022, we had one stock incentive plan for our 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.

Under the 2018 Plan, option exercise prices are equal to the fair market value of our common stock on the date the options are granted using our closing stock price. After vesting, options generally may be exercised within seven years after the date of grant.

Restricted stock units are not transferable until vested and the restrictions lapse upon the achievement of continued employment or service over a specified time period. Restricted stock units issued to employees generally vest three years from the date of grant (three-year cliff or annually over three years). Restricted stock units issued to non-executive board members annually generally vest on the day before the annual stockholders’ meeting.

Vesting of performance share awards and units is subject to the achievement of predetermined financial performance criteria and continued employment through the end of the applicable period. Market-based stock units vest upon meeting certain predetermined share price performance criteria and continued employment through the end of the applicable period.

~~During the six months ended December 30, 2022, we granted 72,162 restricted stock units, 49,321 market-based stock units and 110,945 stock options to purchase shares of our common stock.~~

~~Total compensation expense for share-based awards included in our unaudited condensed consolidated statements of operations was as follows:~~
Three Months Ended Six Months Ended
(In thousands) December 30,
2022 December 31,
2021 December 30,
2022 December 31,
2021
By Expense Category:
Cost of revenues $ 166 $ 102 $ 338 $ 170
Research and development 137 22 272 98
Selling and administrative 1,356 637 2,887 1,356
Total share-based compensation expense $ 1,659 $ 761 $ 3,497 $ 1,624
By Types of Award:
Options $ 306 $ 120 $ 816 $ 295
Restricted and performance stock awards and units 1,353 641 2,681 1,329
Total share-based compensation expense $ 1,659 $ 761 $ 3,497 $ 1,624

As of December 30, 2022, there was approximately $2.3 million of total unrecognized compensation expense related to non-vested stock options granted which is expected to be recognized over a weighted-average period of 1.8 years. As of December 30, 2022, there was $10.6 million of total unrecognized compensation expense related to non-vested stock awards which is expected to be recognized over a weighted-average period of 1.8 years.

~~Note 9. Restructuring Activities~~

~~The following table summarizes our restructuring-related activities:~~

Severance and Benefits Total
(In thousands) Q2 2023 Plan Q1 2023 Plan Q4 2022 Plan Fiscal 2021 Plan
Accrual balance, July 1, 2022 $ — $ — $ 295 $ 1,086 $ 1,381
Charges, net — 1,950 — — 1,950
Cash payments — (1,437) (272) (100) (1,809)
Foreign exchange impact — — — —
Accrual balance, September 30, 2022 — 513 23 986 1,522
Charges, net 928 — — — 928
Cash payments (452) (377) — (149) (978)
Foreign exchange impact — — — — —
Accrual balance, December 30, 2022 $ 476 $ 136 $ 23 $ 837 $ 1,472

As of December 30, 2022, the accrual balance of $1.5 million was in short-term restructuring liabilities on our unaudited condensed consolidated balance sheets. Included in the above plans for which we were carrying a provision were positions identified for termination that have not been executed from a restructuring perspective.

~~Q2 2023 Plan~~

During the second quarter of fiscal 2023, our Board of Directors approved a restructuring plan, (the “Q2 2023 Plan”) which is anticipated to generate cost savings from the elimination of 6 roles. The Q2 2023 plan is expected to be implemented through the end of first half of fiscal 2024.

~~Q1 2023 Plan~~

During the first quarter of fiscal 2023, our Board of Directors approved a restructuring plan, (the “Q1 2023 Plan”) from the acquisition of Redline Communications, Inc. (“Redline”). The Q1 2023 Plan which is anticipated to generate cost saving on integration of Redline, entails a reduction in force of approximately 20 employees due to integrating work into existing Aviat teams, is expected to be implemented through the end of fiscal 2023.

~~Q4 2022 Plan~~

During the fourth quarter of fiscal 2022, our Board of Directors approved a restructuring plan (the “Q4 2022 Plan”) to restructure specific groups to optimize skill sets and align structure to execute on strategic deliverables. The Q4 2022 Plan was anticipated to entail a reduction in force of approximately 11 employees to be implemented through the end of fiscal year 2023, with a certain number of positions being consolidated.

~~Fiscal 2021 Plan~~

During the third quarter of fiscal 2021, our Board of Directors approved restructuring plans (the “Fiscal 2021 Plan”) to continue to reduce our operating costs and improve profitability as part of our transformational initiative to optimize our business model and increase efficiencies. We recorded restructuring charges of $2.4 million related to the Fiscal 2021 Plan in fiscal 2021. The Fiscal 2021 Plan was anticipated to entail a reduction in force of approximately 30 employees and will be completed through the end of fiscal 2023, with a certain number of positions being consolidated and/or relocated.

~~Note 10. Acquisition~~

In the first quarter of fiscal 2023, we completed the acquisition of Redline, a leading provider of mission-critical data infrastructure. Acquiring Redline allows Aviat to expand its Private Networks Offering with Private LTE/5G, Unlicensed Wireless Access Solutions, by creating an integrated end-to-end offering for wireless access and transport in the Private Networks segment, leveraging Aviat's sales channel to address a large dollar Private LTE/5G addressable market and increasing Aviat’s reach in mission-critical industrial Private Networks.

The consideration paid by Aviat for this all-cash acquisition was $20.4 million. Cash acquired as part of acquisition was $4.6 million for total net consideration of $15.8 million. A summary of the preliminary allocation, pursuant to the completion of purchase price allocation, of the total purchase consideration is as follows:


											Three Months Ended
(In thousands)	(In thousands)	Purchase consideration		Net tangible assets acquired		Purchased intangible assets		Goodwill		(In thousands)	September 29, 2023		September 30, 2022
Redline		$	20,411	$	8,171	$	7,290	$	4,950
North America										North America	$	55,508	$	48,848
Africa and the Middle East										Africa and the Middle East	9,953		10,984
Europe										Europe	5,252		4,500
Latin America and Asia Pacific										Latin America and Asia Pacific	16,853		16,919
Total revenue										Total revenue	$	87,566	$	81,251

~~The following table presents details of our intangible assets:~~

(In thousands except for useful life)
Goodwill $ 4,950
Useful life in Years Gross Accumulate amortization Net
Purchased intangible with finite lives:
Patents 11 $ 630 $ (29) $ 601
Customer relationship 15 5,500 (183) 5,317
Trade names 16 1,160 (36) 1,124
Total purchased intangible assets with finite lives $ 7,290 $ (248) $ 7,042

Amortization of purchased intangible assets for the six months ended December 30, 2022 was $0.2 million included in operating expenses. There were no impairment charges for the three or six months ended December 30, 2022.

~~Pro forma results of operations for this acquisition have not been presented because the effects on revenue and net income were not material to our historic consolidated financial statements.~~

~~The estimated future amortization expense of intangible assets with finite lives as of December 30, 2022 is as follows:~~


						~~Amount~~
						~~(In thousands)~~

Remainder of 2023 $ 248
2024 496
2025 496
2026 496
2027 496
Thereafter 4,810
Total $ 7,042

Note 11. Income Taxes

~~Our~~The Company’s effective tax rate varies from the U.S. federal statutory rate of 21% primarily due to ~~results of~~global intangible low-taxed income inclusion (GILTI) in the U.S., state taxes, foreign operations that are subject to income taxes at different statutory rates, and certain jurisdictions where ~~we cannot recognize~~the tax benefit on current ~~losses.~~losses cannot be recognized. During interim periods, ~~we accrue~~ tax expenses are accrued for jurisdictions that are anticipated to be profitable for fiscal ~~2023.~~2024.

The determination of ~~our~~ income taxes for the ~~six~~three months ended ~~December~~September 29, 2023 and September 30, 2022 ~~and December 31, 2021~~ was based on ~~our~~the Company’s estimated annual effective tax rate adjusted for losses in certain jurisdictions for which no tax benefit can be recognized. ~~Our tax~~Tax expense for the ~~six~~three months ended ~~December~~September 29, 2023 was primarily due to tax expense related to U.S. and profitable foreign subsidiaries. Tax expense for the three months ended September 30, 2022 was primarily due to tax expense related to U.S. and profitable foreign subsidiaries, including deferred tax expense associated with ~~our~~the acquisition of Redline in July 2022 and the subsequent multi-step ~~restructure~~restructuring plan ~~where the~~in which two Canadian Redline ~~Communication Canadian~~ corporations converted to ~~ULC~~unlimited liability companies and then amalgamated by the end of September 2022. ~~The tax expense for the six months ended December 31, 2021 was primarily due to tax expense related to U.S. and profitable foreign subsidiaries.~~

~~We have~~Aviat has a number of years with open ~~income~~ tax audits ~~covering various tax years,~~ which vary from jurisdiction to jurisdiction. ~~Our~~The major tax jurisdictions that are open and subject to potential audits include the U.S., Singapore, Ghana, Kenya, Nigeria, Saudi Arabia and ~~Saudi Arabia.~~Tanzania. The earliest years for these jurisdictions are as follows: U.S. - 2003; Singapore - 2015; Ghana – 2016; Kenya ~~- 2018:~~– 2018; Nigeria -– 2006; ~~and~~ Saudi Arabia – 2019 and Tanzania - ~~2019.~~2017.

~~We account for interest~~Interest and penalties related to unrecognized tax benefits are accounted for as part of ~~our~~the provision for federal, foreign, and state income taxes. Such interest expense was not material for the ~~six~~three months ended ~~December~~September 29, 2023 and September 30, ~~2022 and December 31, 2021.~~

2022.

On March 11, 2021, the ~~U.S.~~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. WeThe Company will continue to examine the elements of the ARPA and the impact ~~they~~it may have on ~~our~~ future business.

On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022 (“IRA”) which includes a new corporate alternative minimum tax of 15% on adjusted financial statement income of corporations with profits greater than $1 billion, effective for taxable years beginning after December 31, 2022, and a 1% excise tax on stock repurchases by public corporations ~~effective for taxable years beginning~~ after December 31, 2022. WeThe Company will continue to evaluate the applicability and effect of the IRA as more guidance is issued.

Note 12. Acquisitions

NEC’s Wireless Transport Business

On May 9, 2023, the Company entered into a Master Sale of Business Agreement (the “Purchase Agreement”), with NEC Corporation (“NEC”). Pursuant to the Purchase Agreement, the Company will purchase certain assets and liabilities from NEC relating to NEC’s wireless backhaul business (the “NEC Transaction”). Initial consideration due at the closing of the NEC Transaction will be comprised of (i) an amount in cash equal to $45.0 million, subject to certain post-closing adjustments, and (ii) the issuance of $25.0 million in Company common stock. Aggregate consideration will be approximately $70.0 million. The Company has obtained permanent financing to fund the cash portion of the NEC Transaction. See Note 7. Credit Facility and Debt for further information.

The Purchase Agreement contains certain customary termination rights, including, among others, (i) the right of the Company or NEC to terminate if all the conditions to closing have not been either waived or satisfied on or before February 9, 2024 and (ii) there is a final non-appealable order of a government entity prohibiting the consummation of the NEC Transaction. The NEC Transaction remains subject to, among other things, regulatory approvals and satisfaction of other customary closing conditions.

NEC is a leader in wireless backhaul networks with an extensive installed base of their Pasolink series products. The Company expects to complete the NEC Transaction in the fourth quarter of calendar year 2023.

Redline Communications Group Inc.

In the first quarter of fiscal 2023, the Company acquired all of the issued and outstanding shares of Redline Communications Group Inc. (“Redline”), for a purchase price of $20.4 million. Redline is a leading provider of mission-critical data infrastructure.

See Note 12. Acquisitions to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023 for the final purchase price allocation, valuation methodology, and other information related to the completion of the Redline acquisition.

~~Note 12. Net Income Per Share of Common Stock~~

~~The following table presents the computation of basic and diluted net income per share:~~
Three Months Ended Six Months Ended
(In thousands, except per share amounts) December 30,
2022 December 31,
2021 December 30,
2022 December 31,
2021
Numerator:
Net income $ 6,046 $ 5,916 $ 3,300 $ 10,598
Denominator:
Weighted-average shares outstanding, basic 11,347 11,309 11,273 11,172
Effect of potentially dilutive equivalent shares 458 651 522 723
Weighted-average shares outstanding, diluted 11,805 11,960 11,795 11,895
Net income per share of common stock outstanding:
Basic $ 0.53 $ 0.52 $ 0.29 $ 0.95
Diluted $ 0.51 $ 0.49 $ 0.28 $ 0.89

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

Three Months Ended Six Months Ended
(In thousands) December 30,
2022 December 31,
2021 December 30,
2022 December 31,
2021
Stock options 220 123 190 48
Restricted stock units and performance stock units 38 54 71 41
Total shares of common stock excluded 258 177 261 89

Note 13. Commitments and Contingencies

Purchase Orders and Other Commitments

From time to time in the normal course of business, wethe Company may enter into purchasing agreements with ~~our~~its suppliers that require usthe Company to accept delivery of, and remit full payment for, finished products that ~~we have~~it has ordered, finished products that weit requested be held as safety stock, and work in process started on ~~our~~its behalf, in the event ~~we cancel~~it cancels or ~~terminate~~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 ~~we have~~the Company has no present intention to cancel or terminate any of these agreements, wethe Company currently dodoes not believe that ~~we have~~it has any future liability under these agreements. ~~We currently rely on a few vendors for substantially all of our inventory purchases.~~ As of ~~December 30, 2022, we~~September 29, 2023, the Company had outstanding purchase obligations with ~~our~~its suppliers or contract manufacturers of ~~$63.8~~$34.1 million. In addition, wethe Company had contractual obligations of approximately ~~$3.8~~$5.7 million associated with software ~~licenses as of December 30, 2022.~~licenses.

Financial Guarantees and Commercial Commitments

Guarantees issued by banks, insurance companies, or other financial institutions are contingent commitments issued to guarantee ~~our~~ performance under borrowing arrangements, such as bank overdraft facilities, tax and customs obligations, and similar transactions, or to ensure ~~our~~ performance under customer or vendor contracts. The terms of the guarantees are generally equal to the remaining term of the related debt or other obligations and are generally limited to two years or less. As of ~~December 30, 2022, we~~September 29, 2023, the Company had no guarantees applicable to ~~our~~its debt arrangements.

~~We have~~The Company has entered into commercial commitments in the normal course of business including surety bonds, standby letters of credit agreements, and other arrangements with financial institutions primarily relating to the guarantee of future performance on certain contracts to provide products and services to customers. As of ~~December 30, 2022, we~~September 29, 2023, the Company had commercial commitments outstanding of ~~$68.3~~$60.5 million, ~~outstanding~~ that were not recorded on ~~our~~the unaudited condensed consolidated

balance sheets. ~~We do~~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.

The following table presents details of ~~our~~the Company’s commercial commitments:


(In thousands)	~~December 30,~~September 29, ~~2022~~2023
Letters of credit	$	~~3,026~~2,588
Bonds	~~65,229~~57,921
	$	~~68,255~~60,509

Indemnifications

Under the terms of substantially all of ~~our~~the Company’s license agreements, ~~we have~~it has agreed to defend and pay any final judgment against ~~our~~its customers arising from claims against such customers that ~~our~~the Company’s products infringe the intellectual property rights of a third party. As of ~~December 30, 2022, we have~~September 29, 2023, the Company has not received any notice that any customer is subject to an infringement claim arising from the use of ~~our~~its products; ~~we have~~the Company has not received any request to defend any customers from infringement claims arising from the use of ~~our~~its products; and ~~we have~~the Company has not paid any final judgment on behalf of any customer related to an infringement claim arising from the use of ~~our~~its products. Because the outcome of infringement disputes is related to the specific facts of each case and given the lack of previous or current indemnification claims, wethe Company cannot estimate the maximum amount of potential future payments, if any, related to ~~our~~its indemnification provisions. As of ~~December 30, 2022, we~~September 29, 2023, the Company had not recorded any liabilities related to these indemnifications.

Legal Proceedings

~~We are~~The Company is subject from time to time to disputes with customers concerning ~~our~~its products and services. From time to time, wethe Company may be involved in various other legal claims and litigation that arise in the normal course of ~~our~~its operations. ~~We are~~The Company is aggressively defending all current litigation matters. Although there can be no assurances and the outcome of these matters is currently not determinable, wethe Company currently ~~believe~~believes that none of these claims or proceedings are likely to have a material adverse effect on ~~our~~its financial position. ~~We expect to defend each of these disputes vigorously.~~ There are many uncertainties associated with any litigation and these actions or other third-party claims against usthe Company may cause usit to incur costly litigation and/or

substantial settlement charges. As a result, ~~our~~the Company’s business, financial condition, results of operations, and cash flows could be adversely affected. The actual liability in any such matters may be materially different from ~~our~~the Company’s estimates, if any.

~~We record~~The Company records accruals for ~~our~~its outstanding legal proceedings, investigations or claims when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. ~~We evaluate,~~The Company evaluates, at least on a quarterly basis, developments in legal proceedings, investigations or claims that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable. ~~We have~~The Company has not recorded any significant accrual for loss contingencies associated with such legal claims or litigation discussed above.

Contingent Liabilities

~~We record~~The Company records a loss contingency as a charge to operations when (i) it is probable that an asset has been impaired or a liability has been incurred at the date of the ~~unaudited condensed consolidated~~ financial statements; and (ii) the amount of the loss can be reasonably estimated. Disclosure in the ~~Notes~~notes to the ~~unaudited condensed consolidated~~ financial statements is required for loss contingencies that do not meet both ~~those~~ conditions if there is a reasonable possibility that a loss may have been incurred. Gain contingencies are not recorded until realized. ~~We expense~~The Company expenses all legal costs incurred to resolve regulatory, legal and tax matters as incurred.

In March 2016, an enforcement action by the Indian Department of Revenue, Ministry of Finance was brought against ~~our~~Aviat’s subsidiary Aviat Networks (India) Private Limited (“Aviat India”) relating to the non-realization of intercompany receivables and non-payment of intercompany payables, which originated from 1999 to 2012, within the time frames dictated by the Indian regulations under the Foreign Exchange Management Act. In November 2017, the Indian Department of Revenue, Ministry of Finance also initiated a similar action against Telsima Communications Private Limited (“Telsima India”), a subsidiary of the Company, relating to the non-realization of intercompany receivables and non-payment of intercompany payables which originated from the period prior to our acquisition of Telsima India in February 2009. In

September 2019, ~~our~~the Company’s directors of Aviat India appeared before the Ministry of Finance Enforcement Directorate. No settlement offers were discussed at the meeting and the matter is still ongoing with no subsequent hearing date currently scheduled as of ~~December 30, 2022. We have~~September 29, 2023. The Company has accrued an immaterial amount representing the estimated probable loss for which weit would settle the matter. WeThe Company currently cannot form an estimate of the range of loss in excess of ~~our~~its amounts already accrued. If the outcome of this matter is greater than the current immaterial amount accrued, ~~we intend~~the Company intends to dispute it vigorously.

Periodically, ~~we review~~the Company reviews the status of each significant matter to assess the potential financial exposure. If a potential loss is considered probable and the amount can be reasonably estimated, ~~we reflect~~ the estimated loss is reflected in our ~~unaudited condensed consolidated statement~~results of operations. Significant judgment is required to determine the probability that a liability has been incurred or an asset impaired and whether such loss is reasonably estimable. Further, estimates of this nature are highly subjective, and the final outcome of these matters could vary significantly from the amounts that have been included in ~~our unaudited condensed~~the consolidated financial statements. As additional information becomes available, wethe Company will reassess the potential liability related to ~~our~~its pending claims and litigation and may revise estimates accordingly. Such revisions in the estimates of the potential liabilities could have a material impact on ~~our~~the Company’s results of operations and financial position.

Note 14. Goodwill and Intangible Assets

The following presents details of goodwill and intangible assets (in thousands except useful life):


	September 29, 2023		June 30, 2023
Goodwill	$	5,112	$	5,112

The Company performs its annual goodwill impairment test on the first day of its fourth fiscal quarter. No indicators of impairment were identified during the current period that required the Company to perform an interim assessment or recoverability test.


	Useful life in Years	September 29, 2023		June 30, 2023
Intangible assets:
Patents	10	$	690	$	690
Customer relationships	14	7,730		7,730
Trade names	16	1,330		1,330
Total gross intangible assets		$	9,750	$	9,750
Accumulated amortization		(880)		(704)
Total net intangible assets		$	8,870	$	9,046

Amortization of finite-lived intangibles is included in selling and administrative expenses. There were no impairment charges recorded for the three months ended September 29, 2023 and September 30, 2022.

As of September 29, 2023, the estimated future amortization expense of finite-lived intangible assets is as follows (in thousands):


Remainder of 2024	$	528
2025	704
2026	704
2027	704
2028	704
Thereafter	5,526
Total	$	8,870

2519

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q, including “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they do not materialize or prove correct, could cause our results to differ materially from those expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed to be forward-looking statements, including without limitation statements of, about, concerning or regarding: our plans, strategies and objectives for future operations, including with respect to growing our business and sustaining profitability; our restructuring efforts; our research and development efforts and new product releases and services; trends in revenue; drivers of our business and the markets in which we operate; future economic conditions, performance or outlook, and changes in our industry and the markets we serve; the outcome of contingencies; the value of our contract awards; beliefs or expectations; the sufficiency of our cash and our capital needs and expenditures; our intellectual property protection; our compliance with regulatory requirements and the associated expenses; expectations regarding litigation; our intention not to pay cash dividends; seasonality of our business; the impact of foreign exchange and inflation; taxes; and assumptions underlying any of the foregoing. Forward-looking statements may be identified by the use of forward-looking terminology, such as “anticipates,” “believes,” “expects,” “may,” “should,” “would,” “will,” “intends,” “plans,” “estimates,” “strategy,” “projects,” “targets,” “goals,” “seeing,” “delivering,” “continues,” “forecasts,” “future,” “predict,” “might,” “could,” “potential,” or the negative of these terms, and similar words or expressions.

These forward-looking statements are based on estimates reflecting the current beliefs of the senior management of ~~the Company.~~Aviat Networks, Inc. These 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 Quarterly Report on Form 10-Q. ~~Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, but are not limited to, the following:~~

•~~the impact of COVID-19 on our business, operations and cash flows;~~

•~~continued price and margin erosion as a result of increased competition in the microwave transmission industry;~~

•our ability to realize the anticipated benefits of any proposed or recent acquisitions within the anticipated timeframe or at all, including the risk that proposed or recent acquisitions will not be integrated successfully;

•~~the impact of the volume, timing, and customer, product, and geographic mix of our product orders;~~

•~~our ability to meet financial covenant requirements which could impact, among other things, our liquidity;~~

•~~the timing of our receipt of payment for products or services from our customers;~~

•~~our ability to meet projected new product development dates or anticipated cost reductions of new products;~~

•~~our suppliers’ inability to perform and deliver on time as a result of their financial condition, component shortages, the effects of COVID-19 or other supply chain constraints;~~

•~~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 by others;~~

•~~the results of our restructuring efforts;~~

•~~the ability to preserve and use our net operating loss carryforwards;~~

•~~the effects of currency and interest rate risks;~~

•~~the effects of current and future government regulations, including the effects of current restrictions on various commercial and economic activities in response to the COVID-19 pandemic;~~

•~~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;~~

•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; and

•~~our ability to implement our stock repurchase program or that it will enhance long-term stockholder value.~~

~~Other factors besides those listed here could also adversely affect us.~~ See “Item 1A. Risk Factors” in ~~our~~the Company’s fiscal ~~2022~~2023 Annual Report on Form 10-K filed with the SEC on ~~September 14, 2022~~August 30, 2023 for more information regarding factors that may cause ~~our~~its results to differ materially from those expressed or implied by the forward-looking statements contained in this Quarterly Report on Form 10-Q.

You should not place undue reliance on these forward-looking statements, which reflect our management’s opinions only as of the date of the filing of this Quarterly Report on Form 10-Q. Forward-looking statements are made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), along with provisions of the Private Securities Litigation Reform Act of 1995, and we expressly disclaim any obligation, other than as required by law, to update any forward-looking statements to reflect further developments or information obtained after the date of filing of this Quarterly Report on Form 10-Q or, in the case of any document incorporated by reference, the date of that document.

Overview of Business; Operating Environment and Key Factors Impacting Fiscal ~~2023~~2024 and ~~2022~~2023 Results

The following Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand ~~our~~Aviat’s results of operations and financial condition. MD&A is provided as a supplement to, and should be read in conjunction with, ~~our~~the Company’s unaudited condensed consolidated financial statements and ~~the~~ accompanying notes. In the discussion herein, ~~our~~the fiscal year ending June 28, 2024 is referred to as “fiscal 2024” or “2024” and the fiscal year ended June 30, 2023 is referred to as “fiscal 2023” or ~~“2023” and our fiscal year ended July 1, 2022 is referred to as “fiscal 2022” or “2022.~~“2023.”

Overview

Aviat is a global supplier of microwave networking and access networking solutions, backed by an extensive suite of professional services and support. Aviat sells radios, routers, software and services integral to the functioning of data transport networks. ~~We have~~Aviat has more than 3,000 customers and significant relationships with global service providers and private network operators. ~~Our~~Aviat’s North America manufacturing base ~~in North America~~ consists of a combination of contract manufacturing and assembly and ~~test~~testing operated in Austin, Texas by Aviat. Additionally, ~~we utilize~~Aviat utilizes a contract manufacturer based in Asia for much of ~~our~~its international equipment demand. ~~Our~~Aviat’s technology is underpinned by more than ~~200~~500 patents. ~~We compete~~Aviat competes on the basis of total cost of ownership, microwave radio expertise and solutions for mission critical communications. ~~We have~~Aviat has a global presence.

While supply chain lead-times remain extended and difficult to manage, the impact on our ability to fulfill orders for the current quarter was minimal. Depending on the progression of pandemic-related factors such as supply constraints, potential for temporary manufacturing restrictions and our ability to perform field services during shelter in place orders, we could experience constraints and delays in fulfilling customer orders in future periods. We continually monitor, assess and adapt to the situation to mitigate impacts on our business, supply chain and customer demand. We expect the potential for these challenges to continue until business and economic activities return to more normal levels worldwide.

We continue to be impacted by inflationary pressures incurred to overcome supply chain and logistical bottlenecks. We will monitor, assess and adapt to the situation and prepare for implications to our business, supply chain and customer demand. We expect these challenges to continue until business and economic activities return to more normal levels.

~~Business Combination with Redline Communications~~

On July 5, 2022 Aviat acquired Redline Communications, Inc. (“Redline”), a leading provider of mission-critical data infrastructure. Redline allows Aviat to expand its Private Networks Offering with Private LTE/5G, Unlicensed Wireless Access Solutions, by creating an integrated end-to-end offering for wireless access and transport in the Private Networks

2720

~~segment,leveraging Aviat's sales channel~~Acquisitions

NEC’s Wireless Transport Business

On May 9, 2023, the Company entered into the Purchase Agreement with NEC. Pursuant to ~~address~~the Purchase Agreement, the Company will purchase certain assets and liabilities from NEC relating to NEC’s wireless backhaul business. Initial consideration due at the closing of the NEC Transaction will be comprised of (i) an amount in cash equal to $45.0 million, subject to certain post-closing adjustments, and (ii) the issuance of $25.0 million in Company common stock. Aggregate consideration will be approximately $70.0 million. The Company has obtained permanent financing to fund the cash portion of the NEC Transaction. See Note 7. Credit Facility and Debt for further information.

The Purchase Agreement contains certain customary termination rights, including, among others, (i) the right of the Company or NEC to terminate if all the conditions to closing have not been either waived or satisfied on or before February 9, 2024 and (ii) there is a ~~large dollar Private LTE/5G addressable market~~final non-appealable order of a government entity prohibiting the consummation of the NEC Transaction. The NEC Transaction remains subject to, among other things, regulatory approvals and ~~increasing Aviat’s reach~~satisfaction of other customary closing conditions.

Redline Communications Group Inc.

In the first quarter of fiscal 2023, the Company acquired all of the issued and outstanding shares of Redline, for a purchase price of $20.4 million. Redline is a leading provider of mission-critical ~~industrial Private Networks.~~data infrastructure.

Operations Review

The market for mobile backhaul continued to be ~~our~~the Company’s primary addressable market segment globally in the first ~~six~~three months of fiscal ~~2023.~~2024. In North America, wethe Company supported 5G and long-term evolution (“LTE”) deployments of ~~our~~its mobile operator customers, public safety network deployments for state and local governments, and private network implementations for utilities and other customers. In international markets, ~~our~~the Company’s business continued to rely on a combination of customers increasing their capacity to handle subscriber growth and the ongoing build-out of some large LTE ~~deployments,~~ and 5G deployments. ~~Our~~Aviat’s position continues to be to support ~~our~~its customers for 5G and LTE readiness and ensure that ~~our~~its technology roadmap is well aligned with evolving market requirements. ~~Our~~Aviat’s strength in turnkey and after-sale support services is a differentiating factor that wins business for usthe Company and enables usit to expand ~~our~~its business with existing ~~customers in all markets.~~customers. Additionally, ~~we operate~~Aviat operates an e-commerce platform that provides ~~low cost~~low-cost services, a simple experience, and fast delivery to mobile ~~operator~~operators and private network customers. However, as disclosed above and in the “Risk Factors” section in Item 1A of ~~our~~its Annual Report on Form 10-K filed with the SEC on ~~September 14, 2022,~~August 30, 2023, a number of factors could prevent usthe Company from achieving ~~our~~its objectives, including ongoing pricing pressures attributable to competition and macroeconomic conditions in the geographic markets that ~~we serve.~~it serves.

Revenue

~~We manage our~~The Company manages its sales activities primarily on a geographic basis in North America and three international geographic regions: (1) Africa and the Middle East, (2) Europe, and (3) Latin America and Asia Pacific. Revenue by region for the three ~~and six~~ months ended ~~December~~September 29, 2023 and September 30, 2022 ~~and December 31, 2021~~ and the related changes were as follows:


		Three Months Ended								Six Months Ended									Three Months Ended
(In thousands, except percentages)	(In thousands, except percentages)	December 30, 2022		December 31, 2021		$ Change		% Change		December 30, 2022		December 31, 2021		$ Change		% Change		(In thousands, except percentages)	September 29, 2023		September 30, 2022		$ Change		% Change
North America	North America	$	52,049	$	51,046	$	1,003	2.0	%	$	100,897	$	101,983	$	(1,086)	(1.1)	%	North America	$	55,508	$	48,848	$	6,660	13.6	%
Africa and the Middle East	Africa and the Middle East	14,135		13,535		600		4.4	%	25,119		24,237		882		3.6	%	Africa and the Middle East	9,953		10,984		(1,031)		(9.4)	%
Europe	Europe	5,334		2,908		2,426		83.4	%	9,834		5,611		4,223		75.3	%	Europe	5,252		4,500		752		16.7	%
Latin America and Asia Pacific	Latin America and Asia Pacific	19,165		10,375		8,790		84.7	%	36,084		19,191		16,893		88.0	%	Latin America and Asia Pacific	16,853		16,919		(66)		(0.4)	%
Total revenue	Total revenue	$	90,683	$	77,864	$	12,819	16.5	%	$	171,934	$	151,022	$	20,912	13.8	%	Total revenue	$	87,566	$	81,251	$	6,315	7.8	%

~~Our revenue~~Revenue in North America increased by ~~$1.0~~$6.7 million ~~or 2.0%,~~ during the ~~second~~first quarter of fiscal ~~2023~~2024 compared with the same period of fiscal ~~2022.~~ 2023, primarily due to strong private network and tier 1 demand.

Revenue in ~~North America~~Africa and the Middle East decreased by ~~$(1.1)~~$(1.0) million ~~or (1.1)%,~~ during the ~~six months ended~~first quarter of fiscal ~~2023~~2024 compared with the same period of fiscal ~~2022. The respective changes in North America revenue during the three and six months ended fiscal~~ 2023, ~~were~~ primarily due to ~~timing~~cyclical softness in the capital expenditure plans of ~~private network projects.~~

Our revenue in Africa and the Middle East increased by $0.6 million or 4.4% during the second quarter of fiscal 2023 compared with the same period of fiscal 2022. Revenue in Africa and the Middle East increased by $0.9 million, or 3.6%, during the six months of fiscal 2023 compared with the same period of fiscal 2022. This increase in revenue during the three and six months ended fiscal 2023 was primarily due to increased sales tolarge mobile ~~and private network~~ operators in the region.

Revenue in Europe increased by ~~$2.4~~$0.8 million ~~or 83.4%,~~ for the ~~second~~first quarter of fiscal ~~2023~~2024 compared with the same period of fiscal ~~2022. Revenue in Europe increased by $4.2 million, or 75.3%, during the six months of fiscal~~ 2023, ~~compared with the same period of fiscal 2022. This increase during the three and six month periods was~~primarily due to increased sales to mobile ~~operators.~~operators in the region.

Revenue in Latin America and Asia Pacific ~~increased~~decreased by ~~$8.8~~$0.1 million ~~or 84.7%,~~ during the ~~second~~first quarter of fiscal ~~2023~~2024 compared with the same period of fiscal ~~2022,~~2023, primarily due to timing of projects with mobile operators.


	Three Months Ended
(In thousands, except percentages)	September 29, 2023		September 30, 2022		$ Change		% Change
Product sales	$	59,545	$	55,101	$	4,444	8.1	%
Services	28,021		26,150		1,871		7.2	%
Total revenue	$	87,566	$	81,251	$	6,315	7.8	%

Revenue from product sales and services increased by ~~$16.9 million, or 88.0%~~8.1% and 7.2%, ~~during~~respectively for the first ~~six months ended~~quarter of fiscal 2024 compared with the same quarter of fiscal 2023. The relatively proportionate increases were driven by the same overall factors of revenue growth discussed previously.

Gross Margin


	Three Months Ended
(In thousands, except percentages)	September 29, 2023			September 30, 2022			$ Change		% Change
Revenue	$	87,566		$	81,251		$	6,315	7.8	%
Cost of revenue	55,714			51,797			3,917		7.6	%
Gross margin	$	31,852		$	29,454		$	2,398	8.1	%
% of revenue	36.4		%	36.3		%
Product margin %	39.0		%	36.0		%
Service margin %	30.8		%	36.7		%

Gross margin for the first quarter of fiscal 2024 increased by $2.4 million compared with the same quarter of fiscal 2023, primarily due to a higher proportion of sales to North American customers where the Company’s margins are historically strongest.

Research and Development


	Three Months Ended
(In thousands, except percentages)	September 29, 2023			September 30, 2022			$ Change		% Change
Research and development	$	6,424		$	6,087		$	337	5.5	%
% of revenue	7.3		%	7.5		%

Research and development expenses increased by $0.3 million in the first quarter of fiscal 2024 compared with the same period of fiscal ~~2022. This increase during the three and six month periods was~~2023, primarily due to ~~a key customer win~~increased product development activities.

Selling and Administrative


	Three Months Ended
(In thousands, except percentages)	September 29, 2023			September 30, 2022			$ Change		% Change
Selling and administrative	$	19,237		$	17,504		$	1,733	9.9	%
% of revenue	22.0		%	21.5		%

Selling and administrative expenses increased by $1.7 million in ~~Asia Pacific~~the first quarter of fiscal 2024 compared with the same period in fiscal 2023, primarily due to variable compensation and ~~increased sales to mobile operators in Latin America.~~merger and acquisition related expenses.

Restructuring

2822

Three Months Ended Six Months Ended
(In thousands, except percentages) December 30, 2022 December 31, 2021 $ Change % Change December 30, 2022 December 31, 2021 $ Change % Change
Product sales $ 65,561 $ 53,467 $ 12,094 22.6 % $ 120,662 $ 104,314 $ 16,348 15.7 %
Services 25,122 24,397 725 3.0 % 51,272 46,708 4,564 9.8 %
Total revenue $ 90,683 $ 77,864 $ 12,819 16.5 % $ 171,934 $ 151,022 $ 20,912 13.8 %


	Three Months Ended
(In thousands, except percentages)	September 29, 2023		September 30, 2022		$ Change		% Change
Restructuring charges	$	644	$	1,950	$	(1,306)	(67.0)	%

~~Our revenue from product sales increased by $12.1 million, or 22.6%, for~~In the ~~second~~first quarter of fiscal ~~2023~~2024, restructuring charges were $0.6 million, a decrease of $(1.3) million compared to the same period in fiscal 2023. The prior year includes non-recurring restructuring charges primarily associated with the ~~same~~Redline acquisition completed in the first quarter of fiscal ~~2022. Our services revenue increased~~2023.

The Company’s successfully executed restructuring initiatives have enabled it to restructure specific groups to optimize skill sets and align its organizational structure to execute on strategic deliverables, in addition to aligning cost structure with the core of the business.

Other Expense, net


	Three Months Ended
(In thousands, except percentages)	September 29, 2023		September 30, 2022		$ Change		% Change
Other expense, net	$	901	$	2,782	$	(1,881)	(67.6)	%

Other expense, net decreased by ~~$0.7~~$(1.9) million ~~or 3.0%, during~~in the ~~second~~first quarter of fiscal ~~2023 compared with the same quarter of fiscal 2022.~~

~~Our revenue from product sales increased by $16.3 million, or 15.7%, for the six months ended fiscal 2023~~2024, compared with the same period of fiscal ~~2022. Our services revenue increased by $4.6 million, or 9.8%, during the six months ended fiscal~~ 2023, ~~compared with the same period of fiscal 2022.~~

~~Gross Margin~~

Three Months Ended Six Months Ended
(In thousands, except percentages) December 30, 2022 December 31, 2021 $ Change % Change December 30, 2022 December 31, 2021 $ Change % Change
Revenue $ 90,683 $ 77,864 $ 12,819 16.5 % $ 171,934 $ 151,022 $ 20,912 13.8 %
Cost of revenue 58,463 49,708 8,755 17.6 % 110,260 96,785 13,475 13.9 %
Gross margin $ 32,220 $ 28,156 $ 4,064 14.4 % $ 61,674 $ 54,237 $ 7,437 13.7 %
% of revenue 35.5 % 36.2 % 35.9 % 35.9 %
Product margin % 38.1 % 36.4 % 37.2 % 36.8 %
Service margin % 28.8 % 35.7 % 32.8 % 34.0 %

Gross margin for the second quarter of fiscal 2023 increased by $4.1 million, or 14.4% compared with the same quarter of fiscal 2022. Gross margin for the first six months of fiscal 2023 increased by $7.4 million, or 13.7%. The gross margin improvement was primarily due to ~~higher volume~~non-recurring losses of ~~Private Network and mobile operator business as well as~~$1.7 million recognized on the ~~contribution from the Redline acquisition.~~

~~Grossmargin as a percentage~~sale of ~~productrevenue increased~~marketable securities included in the ~~second quarter and in the first six months of fiscal 2023 compared with the~~ prior ~~year periods primarily due to pricing actions effectively offsetting cost inflation and the accretive contribution of the Redline acquisition.~~Service margin as a percentage of service revenue in the second quarter and in first six months of fiscal 2023 declined compared to the same periods in fiscal 2022 due to changes in the stand-alone prices for products and services and the resulting impact on the allocation of the overall transaction price to services.

~~Research and Development Expenses~~

Our research and development expenses in the second quarter and first six months of fiscal 2023 were relatively flat compared with the same periods of fiscal 2022. Much of our research and development costs are incurred in EUR or NZD currencies. The strength of the USD yielded savings compared to the prior year, which were substantially offset by the addition of the Redline research and development costs.

~~Selling and Administrative Expenses~~

Three Months Ended Six Months Ended
(In thousands, except percentages) December 30, 2022 December 31, 2021 $ Change % Change December 30, 2022 December 31, 2021 $ Change % Change
Selling and administrative $ 16,567 $ 13,739 $ 2,828 20.6 % $ 34,071 $ 26,437 $ 7,634 28.9 %
% of revenue 18.3 % 17.6 % 19.8 % 17.5 %

The $2.8 million selling and administrative expense increase in the second quarter of fiscal 2023 was driven by the addition of Redline and variable compensation expenses. The $7.6 million selling and administrative expense increase for the first six months of fiscal 2023 was also driven by Redline and variable compensation, as well as merger and acquisition related expenses.

~~Restructuring Charges~~

In the second quarter of fiscal 2023, we recorded restructuring charges of $0.9 million primarily related to the Q2 2023 Plan. For the six months ended fiscal 2023 we recorded restructuring charges related to the Q1 2023 Plan and Q2 2023 Plan.

~~Other Expense/Income, net~~

Three Months Ended Six Months Ended
(In thousands, except percentages) December 30, 2022 December 31, 2021 $ Change % Change December 30, 2022 December 31, 2021 $ Change % Change
Other (income)/expense, net $ (460) $ 240 $ (700) * $ 2,322 $ 212 $ 2,110 *
•Percentage not meaningful

Our other (income)/expense, net decreased by $(0.7) million and $2.1 million, in the three and six months ended fiscal 2023, respectively, compared with the same periods of fiscal 2022 primarily due to the movement in foreign exchange rates.year.

Income Taxes


		Three Months Ended								Six Months Ended									Three Months Ended
(In thousands, except percentages)	(In thousands, except percentages)	December 30, 2022		December 31, 2021		$ Change		% Change		December 30, 2022		December 31, 2021		$ Change		% Change		(In thousands, except percentages)	September 29, 2023		September 30, 2022		$ Change		% Change
Income before income taxes	Income before income taxes	$	9,138	$	8,968	$	170	1.9	%	$	10,269	$	15,810	$	(5,541)	(35.0)	%	Income before income taxes	$	4,646	$	1,131	$	3,515	310.8	%
Provision for income taxes	Provision for income taxes	$	3,092	$	3,052	$	40	1.3	%	$	6,969	$	5,212	$	1,757	33.7	%	Provision for income taxes	$	641	$	3,877	$	(3,236)	(83.5)	%

~~We estimate our~~The Company estimates its annual effective tax rate at the end of each quarterly period, and ~~we record~~records the tax effect of certain discrete items in the interim period in which they occur, including changes in judgment about uncertain tax positions and deferred tax valuation allowances.

~~The~~Tax expense for the first quarter of fiscal 2024 was primarily attributable to tax expense for the ~~second~~U.S. entity and profitable foreign subsidiaries. Tax expense for the first quarter of fiscal 2023 was primarily ~~due~~attributable to ~~the tax expense related to U.S. and profitable foreign subsidiaries. The~~ tax expense for the ~~first six months of fiscal 2023 was primarily due to the tax expense related to~~ U.S. entity and profitable foreign subsidiaries, including deferred tax expense associated with ~~our~~the acquisition of Redline in July 2022 and the subsequent multi-step restructuring, ~~impact. See Note 10: Acquisition.~~in which two Canadian Redline corporations converted to unlimited liability companies and then amalgamated by the end of September 2022.

Liquidity, Capital Resources, and Financial Strategies

Sources of Cash

As of ~~December 30, 2022, our~~September 29, 2023, the Company’s total cash and cash equivalents were ~~$21.4~~$35.5 million. Approximately ~~$7.1~~$19.0 million ~~or 33.4%,~~ was held in the United States. The remaining balance of ~~$14.3~~$16.5 million ~~or 66.6%,~~ was held by entities outside the United States. Of the amount of cash and cash equivalents held by ~~our~~the Company’s foreign subsidiaries on ~~December 30, 2022, $13.3~~September 29, 2023, $15.6 million was held in jurisdictions where ~~our~~its undistributed earnings are indefinitely reinvested, and if repatriated, would be subject to foreign withholding taxes.

Operating Activities

~~Cash provided by or used in operating activities~~Operating cash flows is presented as net income adjusted for certain non-cash items and changes in operating assets and liabilities. Net cash ~~used in~~provided by (used in) operating activities was ~~$8.4~~$14.0 million for the first ~~six~~three months of fiscal ~~2023,~~2024, compared with $(6.3) million in the prior year. The $20.3 million increase is primarily attributable to improvements in working capital and increased net income prior to non-cash adjustments compared to ~~$2.2 million cash used in operations for~~ the first six months of fiscal 2022; this difference was primarily related to a net change in Other Assets and Liabilities, Accrued Expenses, Inventories, Advance Payments and Unearned Revenue, partially offset by the net change in Accounts Receivable. Net cash provided by noncash items was $15.5 million for the first six months of 2023. The net changes in operating assets and liabilities resulted in a net use of cash of $27.1 million for the first six months of fiscal 2023, compared to net use of cash of $21.1 million for the same period in fiscal 2022.prior year.

Changes in operating assets and liabilities resulted in a net use of cash for the first six months of fiscal 2023 primarily related to Accounts Receivable that fluctuate from period to period, depending on the amount and timing of sales, billing activities and cash collections; and an increase in certain levels of inventories and prepaid deposits to mitigate supply chain constraints. The use of cash from assets and liabilities was partially offset by the timing of payments from Accounts Payable and by customer Advance Payments and Unearned Revenue.

Investing Activities

Net cash used in investing activities was ~~$7.3 million and $0.8~~$0.7 million for the first ~~six~~three months of fiscal ~~2023 and 2022, respectively, which consisted of~~2024, compared to $8.3 million in the prior year. The $7.6 million decrease is primarily due to non-recurring activity included in the prior year associated with the Redline acquisition ~~and capital expenditures~~partially offset by proceeds ~~from~~received on the sale of marketable securities.

Financing Activities

Financing cash flows consist primarily of borrowings and repayments ~~of short-term debt, repurchase of stock~~under the Company’s Credit Facility and proceeds from the ~~sale~~exercise of ~~shares of common~~employee stock ~~through employee equity plans.~~options. Net cash provided by (used in) financing activities was ~~$0.1~~$0.2 million for the first ~~six~~three months of fiscal ~~2023,~~2024, compared with $(0.3) million in the prior year. The $0.5 million change is primarily ~~from cash proceeds from the issuance of common stock under employee stock plans of $0.7 million partially offset by~~due to less payments for taxes related to the net settlement of equity awards, ~~of $0.7 million. Net cash used in financing activities was $2.4 million for the first six months of fiscal 2022, primarily due to the repurchase of common stock of $(2.6) million~~ partially offset by ~~cash~~lower proceeds ~~from~~on the ~~issuance~~exercise of ~~common stock under~~ employee stock ~~plans of $0.6.~~options.

As of ~~December 30, 2022, our~~September 29, 2023, the Company’s principal sources of liquidity consisted of ~~$21.4~~$35.5 million in cash and cash ~~equivalents; $22.0~~equivalents, $38.8 million of available credit under ~~our $25.0 million SVB~~its Credit Facility, ~~which matures on June 28, 2024,~~ and future collections of receivables from customers. WeThe Company regularly ~~require~~requires letters of credit from certain customers, and, from time to time, these letters of credit are discounted without recourse shortly after shipment occurs in order to meet immediate liquidity requirements and to reduce ~~our~~its credit and sovereign risk. Historically, ~~our~~the Company’s primary sources of liquidity have been cash flows from operations and credit facilities. Additionally, ~~we have~~the Company has an effective shelf registration statement on Form S-3 allowing usit to offer and sell, either individually or in combination, in one or more offerings, up to a total dollar amount of ~~$200~~$200.0 million of any combination of the securities described in the shelf registration statement or a related prospectus supplement.

~~We believe~~The Company believes that ~~our~~its existing cash and cash equivalents, the available ~~line of credit~~borrowings under ~~the SVB~~its Credit Facility, the availability under its effective shelf registration statement and future cash collections from customers will be sufficient to provide for ~~our~~its anticipated requirements and plans for ~~working capital and capital expenditures~~cash for at least the next 12 months. ~~On May 17, 2021, we entered into Amendment No. 4~~In addition, the Company believes these sources of liquidity will be sufficient to ~~Third Amended~~provide for its anticipated requirements and ~~Restated Loan and Security Agreement to extend~~plans for cash beyond the ~~maturity date to June 28, 2024.~~ next 12 months.

The SVB Credit Facility provides for a $25.0 million accounts receivable formula-based revolving credit facility that can be borrowed by the U.S. company, with a $25.0 million sub-limit that can be borrowed by our U.S. and Singapore entities. Loans may be advanced under the SVB Credit Facility based on a borrowing base equal to a specified percentage of the value of eligible accounts of all

borrowers under the SVB Credit Facility. The borrowing base is subject to certain eligibility criteria. Availability under the accounts receivable formula-based revolving credit facility can also be utilized to issue letters of credit with a $12.0 million sub-limit. As of December 30, 2022, available credit under the SVB Credit Facility was $22.0 million, reflecting the available limit of $25.0 million less outstanding letters of credit of $3.0 million. WeCompany borrowed and repaid ~~$24.0~~$25.2 million against the ~~SVB~~ Credit Facility during the ~~six~~first three months ~~ended December 30, 2022~~of fiscal 2024. As of September 29, 2023, the Company had no borrowings outstanding and ~~there~~ was ~~no borrowing outstanding as of December 30, 2022.~~in compliance with all financial covenants contained in the Credit Facility.

As of ~~December 30, 2022, we~~September 29, 2023, the Company had commercial commitments outstanding of $60.5 million, that were ~~in compliance with~~not recorded on the ~~quarterly financial covenants, as amended, contained in the SVB Credit Facility~~unaudited condensed consolidated balance sheets. The Company does not believe, based on historical experience and ~~there was no amount outstanding under the SVB Credit Facility.~~

~~Restructuring Payments~~

~~We had liabilities for restructuring activities totaling $1.5 million as of December 30, 2022, which were classified as current liabilities and expected~~information currently available, that it is probable that any significant amounts will be required to be paid ~~out~~on these performance guarantees in ~~cash over~~ the ~~next 12 months. We expect to fund these future payments with available cash and cash provided by operations.~~future.

Critical Accounting Estimates

For information about ~~our~~the Company’s critical accounting estimates, see the “Critical Accounting Estimates” section of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in ~~our~~its fiscal ~~2022~~2023 Annual Report on Form 10-K.

Item 3. Quantitative and Qualitative Disclosures ~~about~~about Market Risk

In the normal course of doing business, ~~we are~~the Company is exposed to ~~the~~ risks associated with foreign currency exchange rates and changes in interest rates. ~~We employ~~The Company employs established policies and procedures governing the use of financial instruments to manage ~~our~~its exposure to such risks. Information about the Company’s market risk is presented in Part II, Item 7A in its fiscal 2023 Annual Report on Form 10-K. There have been no material changes to the Company’s market risk during the first three months of fiscal 2024.

Exchange Rate Risk

~~We conduct~~The Company conducts business globally in numerous currencies and are therefore exposed to foreign currency risks. ~~We use~~From time to time, the Company uses derivative instruments to reduce the volatility of earnings and cash flows associated with changes in foreign currency exchange rates. ~~We do~~The Company does not hold or issue derivatives for trading purposes or make speculative investments in foreign currencies.

~~We sometimes use foreign exchange forward contracts to hedge forecasted foreign currency transactions relating to sales and purchase transactions.~~

The ~~foreign exchange hedges do not qualify as cash flow hedges. The changes in fair value related to the hedges were recorded in income or expenses line items on our statements of operations.~~

~~From time-to-time, we also enter~~Company enters into foreign exchange forward contracts to mitigate the change in fair value of specific non-functional currency assets and liabilities on the balance sheet. All balance sheet hedges are marked to market through earnings every period. Changes in the fair value of these derivatives are largely offset by re-measurement of the underlying assets and liabilities.

~~As of December 30, 2022, we had no~~ The Company did not have any foreign exchange forward contracts ~~outstanding.~~outstanding as of September 29, 2023.

Certain of ~~our~~the Company’s international business isare transacted in non-U.S. dollar ~~currency. As discussed above, from~~(“USD”) currencies. From time to time, ~~we utilize~~the Company utilizes foreign currency hedging instruments to minimize the currency risk of ~~international~~non-USD transactions. The impact of translating the assets and liabilities of foreign operations to ~~U.S. dollars for the first six months of fiscal 2023 and 2022 was $(0.1) million and $0.3 million, respectively, and was~~USD is included as a component of stockholders’ equity. As of ~~December~~September 29, 2023 and June 30, ~~2022 and July 1, 2022,~~2023, the cumulative translation adjustment decreased ~~our~~stockholders’ equity by ~~$16.1~~$16.0 million and $16.0 million, respectively.

Interest Rate Risk

~~Our~~The Company’s exposure to market risk for changes in interest rates relates primarily to ~~our~~its cash equivalents and borrowings under ~~our credit facility.~~

its Credit Facility.

Exposure on Cash Equivalents

WeThe Company had ~~$21.4~~$35.5 million in total cash and cash equivalents as of ~~December 30, 2022.~~September 29, 2023. Cash equivalents totaled ~~$9.2~~$11.8 million as of ~~December 30, 2022~~September 29, 2023 and were comprised of money market funds and bank certificates of deposit. Cash equivalents ~~investments~~ have been recorded at fair ~~value on our balance sheet.~~value. Fair value is measured using inputs that fall into a three-level hierarchy that prioritizes the inputs used to measure fair value based on observability of such inputs. For more information on the fair value measurements of cash equivalents, please refer to ~~“Note 3~~Note 6. Fair Value Measurements of Assets and ~~Liabilities”~~Liabilities of the Notes to unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q.

~~Our~~The Company’s cash equivalents earn interest at fixed rates; therefore, changes in interest rates will not generate a gain or loss on these investments unless they are sold prior to maturity. The weighted-average days to maturity for cash equivalents held as of ~~December 30, 2022~~September 29, 2023 was 2735 days, and these investments had an average yield of approximately ~~5.23%~~4.3% per annum. A 10% change in interest rates on ~~our~~the Company’s cash equivalents is not expected to have a material impact on ~~our~~its financial position, results of operations, or cash flows.

Exposure on Borrowings

~~Our~~The Company’s borrowings under the ~~SVB~~current Credit Facility ~~incurred~~bear interest at either: (a) Adjusted Term SOFR plus the ~~prime~~applicable margin; or (b) the Base Rate plus the applicable margin. The pricing levels for interest rate ~~plus a spread of 0.50% to 1.50% with such spread~~margins are determined based on ~~our~~the Consolidated Total Leverage Ratio as determined and adjusted ~~quick ratio. During~~quarterly. As of September 29, 2023, the ~~first six months of fiscal 2023, our weighted-average interest rate was 6.07%,~~applicable margin on Adjusted Term SOFR and ~~the interest expense on these~~Base Rate borrowings was ~~immaterial.~~2.75% and 1.75%, respectively.

A 10% change in interest rates on ~~the current borrowings or on future~~ borrowings is not expected to have a material impact on ~~our~~the Company’s financial position, results of operations, or cash ~~flows since interest on our borrowings is not material to our overall financial position.~~flows.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on management’s evaluation, with the participation of our President and CEO, and Chief Financial Officer (“CFO”), as of ~~December 30, 2022,~~September 29, 2023, our CEO and CFO have concluded that our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, are effective to provide reasonable assurance that the information required to be disclosed in reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our CEO and CFO, in a manner that allows for timely decisions regarding required disclosures and is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Controls over Financial Reporting

There were no changes to our internal controls over financial reporting as defined in Rules 13a-15(f) or 15d-15(f) that occurred during the quarter ended ~~December 30, 2022~~September 29, 2023 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

3326

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For a discussion of legal proceedings as of ~~December 30, 2022,~~September 29, 2023, please refer to “Legal Proceedings” and “Contingent Liabilities” under ~~“Note 13~~Note 13. Commitments and ~~Contingencies”~~Contingencies of the Notes to the unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q, which are incorporated into this item by reference.

Item 1A. Risk Factors

Investors should carefully review and consider the information regarding certain factors which could materially affect our business, operating results, cash flows, and financial condition set forth under Item 1A, Risk Factors, in our fiscal ~~2022~~2023 Annual Report on Form 10-K filed with the SEC on ~~September 14, 2022.~~August 30, 2023.

There have been no material changes from the risk factors described in our Annual Report, although we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~During the first six months of fiscal 2023 we did not repurchase any shares of our common stock in the open market.~~

In November 2021, ~~our~~the Company’s Board of Directors approved a stock repurchase program to purchase up to $10.0 million of ~~our~~the Company’s common stock. As of ~~December 30, 2022, $8.0~~September 29, 2023, $7.3 million remains available under the stock repurchase program, and weAviat may choose to suspend or discontinue the repurchase program at any time.

During the first quarter of fiscal 2024, the Company did not repurchase any shares of common stock.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

~~Not applicable.~~None.

3427

Item 6. Exhibits

The following exhibits are filed or furnished herewith or are incorporated by reference to exhibits previously filed with the SEC:


Exhibit Number						Descriptions
3.1						Amended and Restated Certificate of Incorporation of Aviat Networks, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Current Report on Form 10-Q filed with the SEC on February 10, 2017, File No. 001-33278)
3.2						Amended and Restated Bylaws of Aviat Networks, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on August 23 ~~, 202~~2 ,24, 2023, File No. 001-33278)
31.1*						Rule 13a-14(a)/15d-14(a) Certification of President and Chief Executive Officer
31.2*						Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1**						Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
101.INS						XBRL Instance Document
101.SCH						XBRL Taxonomy Extension Schema Document
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						XBRL Taxonomy Extension Label Linkbase Document
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*						Filed herewith.
**						Furnished herewith.

3528

SIGNATURES

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 thereunto duly authorized.



AVIAT NETWORKS, INC. (Registrant)

Date: ~~February~~November 1, 2023



By:			/s/ David M. Gray
			David M. Gray Senior Vice President and Chief Financial Officer (duly authorized officer)

3629


	Three Months Ended December 30, 2022
	Common Stock			Treasury Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Equity
(In thousands, except share amounts)	Shares	$ Amount
Balance as of September 30, 2022	11,312,974	$	113	$	(6,147)	$	824,786	$	(602,188)	$	(17,142)	$	199,422
Net income	—	—		—		—		6,046		—		6,046
Other comprehensive income, net of tax	—	—		—		—		—		1,001		1,001
Issuance of common stock under employee stock plans	64,757	1		—		386		—		—		387
Shares withheld for taxes related to vesting of equity awards	(665)	—		—		(19)		—		—		(19)

Share-based compensation	—	—		—		1,659		—		—		1,659

Balance as of December 30, 2022	11,377,066	$	114	$	(6,147)	$	826,812	$	(596,142)	$	(16,141)	$	208,496


	Three Months Ended December 31, 2021
	Common Stock			Treasury Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Equity
(In thousands, except share amounts)	Shares	$ Amount
Balance as of October 1, 2021	11,187,003	$	112	$	(1,500)	$	819,711	$	(615,920)	$	(14,491)	$	187,912
Net income	—	—		—		—		5,916		—		5,916
Other comprehensive loss, net of tax	—	—		—		—		—		(108)		(108)
Issuance of common stock under employee stock plans	69,434	1		—		319		—		—		320
Shares withheld for taxes related to vesting of equity awards	—	—		—		—		—		—		—
Stock repurchase	(60,895)	(1)		(1,908)		—		—		—		(1,909)
Share-based compensation	—	—		—		761		—		—		761
Balance as of December 31, 2021	11,195,542	$	112	$	(3,408)	$	820,791	$	(610,004)	$	(14,599)	$	192,892


	Six Months Ended December 30, 2022
	Common Stock			Treasury Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Equity
(In thousands, except share amounts)	Shares	$ Amount
Balance as of July 1, 2022	11,160,160	$	112	$	(6,147)	$	823,259	$	(599,442)	$	(16,029)	$	201,753
Net income	—	—		—		—		3,300		—		3,300
Other comprehensive income, net of tax	—	—		—		—		—		(112)		(112)
Issuance of common stock under employee stock plans	239,074	3		—		744		—		—		747
Shares withheld for taxes related to vesting of equity awards	(22,168)	(1)		—		(688)		—		—		(689)
Stock repurchase	—	—		—		—		—		—		—
Share-based compensation	—	—		—		3,497		—		—		3,497
Balance as of December 30, 2022	11,377,066	$	114	$	(6,147)	$	826,812	$	(596,142)	$	(16,141)	$	208,496


	Six Months Ended December 31, 2021
	Common Stock			Treasury Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Equity
(In thousands, except share amounts)	Shares	$ Amount
Balance as of July 2, 2021	11,153,445	$	112	$	(787)	$	818,939	$	(620,602)	$	(14,327)	$	183,335
Net income	—	—		—		—		10,598		—		10,598
Other comprehensive loss, net of tax	—	—		—		—		—		(272)		(272)
Issuance of common stock under employee stock plans	135,669	1		—		586		—		—		587
Shares withheld for taxes related to vesting of equity awards	(10,134)	—		—		(358)		—		—		(358)
Stock repurchase	(83,438)	(1)		(2,621)				—		—		(2,622)
Share-based compensation	—	—		—		1,624		—		—		1,624
Balance as of December 31, 2021	11,195,542	$	112	$	(3,408)	$	820,791	$	(610,004)	$	(14,599)	$	192,892


	Amount
	(In thousands)
Remainder of 2023	$	641
2024	741
2025	633
2026	490
2027	169
Thereafter	1,384
Total lease payments	4,058
Less: interest	(906)
Present value of lease liabilities	$	3,152


	December 30, 2022		July 1, 2022
Contract Balances
Accounts receivable, net	$	91,371	$	73,168
Contract Assets	$	53,600	$	45,857
Capitalized commissions	$	2,120	$	2,341
Contract Liabilities
Advance payments and unearned revenue	$	38,870	$	33,740
Unearned revenue, long-term	$	7,824	$	8,920


	Severance and Benefits								Total
(In thousands)	Q2 2023 Plan		Q1 2023 Plan		Q4 2022 Plan		Fiscal 2021 Plan
Accrual balance, July 1, 2022	$	—	$	—	$	295	$	1,086	$	1,381
Charges, net	—		1,950		—		—		1,950
Cash payments	—		(1,437)		(272)		(100)		(1,809)
Foreign exchange impact	—				—		—		—
Accrual balance, September 30, 2022	—		513		23		986		1,522
Charges, net	928		—		—		—		928
Cash payments	(452)		(377)		—		(149)		(978)
Foreign exchange impact	—		—		—		—		—
Accrual balance, December 30, 2022	$	476	$	136	$	23	$	837	$	1,472


(In thousands except for useful life)
Goodwill						$	4,950

	Useful life in Years	Gross		Accumulate amortization		Net
Purchased intangible with finite lives:
Patents	11	$	630	$	(29)	$	601
Customer relationship	15	5,500		(183)		5,317
Trade names	16	1,160		(36)		1,124
Total purchased intangible assets with finite lives		$	7,290	$	(248)	$	7,042