NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. The Company and Basis of Presentation
The Company
Aviat Networks, Inc. (the “Company,” “we,” “us,” and “our”) designs, manufactures and sells a range of wireless 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. Due to the volume of our international sales, especially in developing countries, we may be susceptible to a number of political, economic and geographic risks that could harm our business as outlined in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended
June 30, 2017
. Our 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. 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 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 months ended September 29, 2017
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 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended
June 30, 2017
.
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 consolidated financial statements of the prior period have been reclassified to conform to the presentation for the current period.
We operate on a
52
-week or
53
-week year ending on the Friday closest to June 30. The
first quarter
of fiscal
2018
and fiscal
2017
included
13
weeks in each quarter. Fiscal year 2018 will be comprised of 52 weeks and will end on
June 29, 2018
.
Use of Estimates
The preparation of unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires us 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 management. We evaluate our 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, provision for uncollectible receivables, inventory valuation, valuation allowances for deferred tax assets, uncertainties in income taxes, restructuring obligations, product warranty obligations, share-based awards, contingencies, recoverability of long-lived assets and useful lives of property, plant and equipment.
Summary of Significant Accounting Policies
There have been no material changes in our significant accounting policies as of and for the
three months ended
September 29, 2017
, as compared to the significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended
June 30, 2017
.
Accounting Standards Adopted
In October 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-16 (Topic 740),
Accounting for Income Taxes: Intra-Entity Transfers of Assets Other than Inventory
,
which requires that an entity recognizes the tax expense from the sale of intra-entity sales of assets, other than inventory, in the seller’s tax jurisdiction when the transfer occurs, even though the pre-tax effects of that transaction are eliminate in consolidation. We adopted this update during the first quarter of fiscal 2018.
The adoption
had no material impact on our unaudited condensed consolidated financial statements.
In July 2015, the FASB issued ASU 2015-11 (Topic 330),
Simplifying the Measurement of Inventory
, which provides guidance to companies who account for inventory using either the first-in, first-out or average cost methods. The guidance states that companies should measure inventory at the lower of cost and net realizable value. Net realizable value is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. We adopted this update prospectively during the first quarter of fiscal 2018. The adoption
had no material impact on our unaudited condensed consolidated financial statements.
Accounting Standards Not Yet Adopted
In May 2014, the FASB issued ASU 2014-09
(ASC Topic 606), Revenue from Contracts with Customers
, which along with amendments issued in 2015 and 2016, will supersede nearly all current U.S. GAAP guidance on this topic and eliminate industry-specific guidance. The amendments are based on the principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additional disclosures will also be required to enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. This accounting standard update, as amended, will be effective for us in the first quarter of fiscal year 2019. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized in retained earnings as of the date of adoption. We continue to evaluate the impact of the new standard on our Consolidated Financial Statements and disclosures. The ultimate impact on revenue resulting from the application of the new standard will be subject to assessments that are dependent on many variables, including, but not limited to, the terms of our contractual arrangements and our mix of business. We have established a cross-functional implementation team to implement the standard update related to the recognition of revenue from contracts with customers. We have identified and are int he process of evaluating changes to our systems, processes and internal controls to meet the reporting and increased disclosure requirements associated with this standard update. We expect the timing of revenue recognition to change in certain areas, including our services segment’s installation revenue, which upon adoption will be recognized as revenue and costs over a period of time. Also, since we currently expense sales commissions as incurred, the requirement in the new standard to capitalize certain in-scope sales commissions is being evaluated to determine its potential impact in our financial statements in the year of adoption. We expect to adopt the new standard on a modified retrospective basis in the first quarter of fiscal 2019. We are continuing to assess all potential impacts of the guidance on our
consolidated
financial statements and given normal ongoing business dynamics, preliminary conclusions are subject to change.
In February 2016, the FASB issued ASU 2016-02,
Leases (Topic 842)
, which introduces the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous guidance. This standard will become effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The guidance is required to be adopted at the earliest period presented using a modified retrospective approach. We expect that most of our operating lease commitments will be subject to the new standard and recognized as right-of-use assets and operating lease liabilities upon the adoption of ASU 2016-02. We are evaluating the effect the adoption of the standard will have on our
consolidated
financial statements.
In January 2016, the FASB issued ASU 2016-01,
Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities
. This guidance retains the current accounting for classifying and measuring investments in debt securities and loans, but requires equity investments to be measured at fair value with subsequent changes recognized in net income, except for those accounted for under the equity method or requiring consolidation. The guidance also changes the accounting for investments without a readily determinable fair value and do not qualify for the practical expedient to estimate fair value. A policy election can be made for these investments whereby estimated fair value may be measured at cost and adjusted in subsequent periods for any impairment or changes in observable prices of identical or similar investments. This ASU is effective for fiscal years beginning after December 15, 2017.
We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.
Note 2. Net Loss Per Share of Common Stock
Net loss per share is computed using the two-class method, by dividing net loss attributable to us by the weighted-average number of shares of our outstanding common stock and participating securities outstanding. Our restricted shares contain rights to receive non-forfeitable dividends and therefore are considered to be participating securities and included in the calculations of net income per basic and diluted common share. However, we incurred a net loss in all periods presented. Undistributed losses are not allocated to unvested restricted shares due to the fact that the unvested restricted shares are not contractually obligated to share our losses. The impact on earnings per share of the participating securities under the two-class method is immaterial.
The following table summarizes the weighted-average equity awards that were excluded from the diluted net loss per share calculations:
|
|
|
|
|
|
|
|
Three Months Ended
|
(In thousands)
|
September 29,
2017
|
|
September 30,
2016
|
Stock options
|
372
|
|
|
443
|
|
Restricted stocks units and performance stock units
|
450
|
|
|
334
|
|
Total potential shares of common stock excluded
|
822
|
|
|
777
|
|
Note 3. Balance Sheet Components
Cash, Cash Equivalents, and Restricted Cash
The following table provides a summary of our cash, cash equivalents, and restricted cash:
|
|
|
|
|
|
|
|
|
(In thousands)
|
September 29,
2017
|
|
June 30,
2017
|
Cash and cash equivalents
|
$
|
39,103
|
|
|
$
|
35,658
|
|
Restricted cash
|
541
|
|
|
541
|
|
Restricted cash included in Other assets
|
361
|
|
|
370
|
|
Total cash, cash equivalents, and restricted cash
|
$
|
40,005
|
|
|
$
|
36,569
|
|
Accounts Receivable, net
Our net accounts receivable were as follows:
|
|
|
|
|
|
|
|
|
(In thousands)
|
September 29,
2017
|
|
June 30,
2017
|
Accounts receivable
|
$
|
47,816
|
|
|
$
|
49,864
|
|
Less allowances for collection losses
|
(4,181
|
)
|
|
(3,919
|
)
|
|
$
|
43,635
|
|
|
$
|
45,945
|
|
Inventories
Our inventories were as follows:
|
|
|
|
|
|
|
|
|
(In thousands)
|
September 29,
2017
|
|
June 30,
2017
|
Finished products
|
$
|
18,037
|
|
|
$
|
16,619
|
|
Work in process
|
3,068
|
|
|
3,088
|
|
Raw materials and supplies
|
2,038
|
|
|
2,087
|
|
Total inventories
|
$
|
23,143
|
|
|
$
|
21,794
|
|
Deferred cost of revenue included within finished goods
|
$
|
5,898
|
|
|
$
|
7,120
|
|
Consigned inventories included within raw materials and supplies
|
$
|
1,196
|
|
|
$
|
1,268
|
|
During the three months ended September 29, 2017 and September 30, 2016, we recorded recovery or charges to adjust our inventory and customer service inventory due to excess and obsolete inventory resulting from lower sales forecast, product transitioning or discontinuance. During the
three months ended September 29, 2017
, we recorded a recovery of
$37 thousand
related to previously reserved inventory due to sell through. Such recovery or charges during the three months ended September 29, 2017 and September 30, 2016 were classified in cost of product sales as follows:
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
(In thousands)
|
September 29,
2017
|
|
September 30,
2016
|
Excess and obsolete inventory (recovery) charges
|
$
|
(37
|
)
|
|
$
|
474
|
|
Customer service inventory write-downs
|
190
|
|
|
287
|
|
|
$
|
153
|
|
|
$
|
761
|
|
Property, Plant and Equipment, net
Our property, plant and equipment, net were as follows:
|
|
|
|
|
|
|
|
|
(In thousands)
|
September 29,
2017
|
|
June 30,
2017
|
Land
|
$
|
710
|
|
|
$
|
710
|
|
Buildings and leasehold improvements
|
11,445
|
|
|
11,442
|
|
Software
|
15,464
|
|
|
14,803
|
|
Machinery and equipment
|
44,476
|
|
|
43,174
|
|
|
72,095
|
|
|
70,129
|
|
Less accumulated depreciation and amortization
|
(55,161
|
)
|
|
(53,723
|
)
|
|
$
|
16,934
|
|
|
$
|
16,406
|
|
Depreciation and amortization expense related to property, plant and equipment, including amortization of software developed for internal use, was as follows:
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
(In thousands)
|
September 29,
2017
|
|
September 30,
2016
|
Depreciation and amortization
|
$
|
1,282
|
|
|
$
|
1,670
|
|
Accrued Expenses
Our accrued expenses are summarized below:
|
|
|
|
|
|
|
|
|
(In thousands)
|
September 29,
2017
|
|
June 30,
2017
|
Accrued compensation and benefits
|
$
|
9,049
|
|
|
$
|
8,317
|
|
Accrued agent commissions
|
1,619
|
|
|
1,911
|
|
Accrued warranties
|
2,964
|
|
|
3,056
|
|
Other
|
7,846
|
|
|
8,649
|
|
|
$
|
21,478
|
|
|
$
|
21,933
|
|
Accrued Warranties
We accrue for the estimated cost to repair or replace products under warranty at the time of sale. Changes in our warranty liability, which is included as a component of accrued expenses in the unaudited condensed consolidated balance sheets were as follows:
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
(In thousands)
|
September 29,
2017
|
|
September 30,
2016
|
Balance as of the beginning of the period
|
$
|
3,056
|
|
|
$
|
3,944
|
|
Warranty provision recorded during the period
|
431
|
|
|
337
|
|
Consumption during the period
|
(523
|
)
|
|
(577
|
)
|
Balance as of the end of the period
|
$
|
2,964
|
|
|
$
|
3,704
|
|
Advanced payments and Unearned Income
Our advanced payments and unearned income are summarized below:
|
|
|
|
|
|
|
|
|
(In thousands)
|
September 29,
2017
|
|
June 30,
2017
|
Advanced payments
|
$
|
7,122
|
|
|
$
|
8,760
|
|
Unearned income
|
12,965
|
|
|
11,244
|
|
|
$
|
20,087
|
|
|
$
|
20,004
|
|
Note 4. 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 use of observable inputs and minimize the use of unobservable inputs in measuring fair value and establish a three-level fair value hierarchy that prioritizes the 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 carrying amounts, estimated fair values and valuation input levels of our assets and liabilities that are measured at fair value on a recurring basis as of
September 29, 2017 and June 30, 2017
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 29, 2017
|
|
June 30, 2017
|
|
Valuation Inputs
|
(In thousands)
|
Cost
|
|
Fair Value
|
|
Cost
|
|
Fair Value
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
Money market funds
|
$
|
17,134
|
|
|
$
|
17,134
|
|
|
$
|
22,059
|
|
|
$
|
22,059
|
|
|
Level 1
|
Bank certificates of deposit
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
66
|
|
|
$
|
66
|
|
|
Level 2
|
Short term investments:
|
|
|
|
|
|
|
|
|
|
Bank certificates of deposit
|
$
|
264
|
|
|
$
|
240
|
|
|
$
|
264
|
|
|
$
|
264
|
|
|
Level 2
|
Other current assets:
|
|
|
|
|
|
|
|
|
|
Foreign exchange forward contracts
|
$
|
25
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Level 2
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
Other accrued expenses:
|
|
|
|
|
|
|
|
|
|
Foreign exchange forward contracts
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
Level 2
|
We classify items within Level 1 if quoted prices are available in active markets. Our Level 1 items mainly are money market funds. As of
September 29, 2017
and
June 30, 2017
, these money market funds were valued at $
1.00
net asset value per share.
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 bank certificates of deposit and foreign exchange forward contracts are classified within Level 2. Foreign currency forward contracts are measured at fair value using observable foreign currency exchange rates. The changes in fair value related to our foreign currency forward contracts were recorded in cost of revenues on our unaudited condensed consolidated statements of operations.
As of
September 29, 2017
and
June 30, 2017
, we did not have any recurring assets or liabilities that were valued using significant unobservable inputs.
Our 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 three months
of fiscal
2018 and 2017
, we had no transfers between levels of the fair value hierarchy of our assets or liabilities measured at fair value.
Note 5. Credit Facility and Debt
On March 28, 2014, we entered into a Second Amended and Restated Loan Agreement with Silicon Valley Bank (the “SVB Credit Facility”). The SVB Credit Facility expires on June 30, 2018. The SVB Credit Facility provides for a committed amount of up to
$30.0 million
, with a
$30.0 million
sublimit that can be borrowed by our Singapore subsidiary. Borrowings may be advanced under the SVB Credit Facility at the lesser of
$30.0 million
or a borrowing base equal to a specified percentage of the value of eligible accounts receivable and U.S. unbilled accounts of the Company, subject to certain reserves and eligibility criteria. The SVB Credit Facility can also be utilized to issue letters of credit with a
$12.0 million
sublimit. If the SVB Credit Facility is terminated by us in certain circumstances prior to its expiration, we are subject to an early termination fee equal to
1%
of the revolving line. In September 2017, the SVB Credit Facility was amended to allow up to
30%
of our Singapore subsidiary’s accounts receivable to be included in the calculation of the borrowing base and the inclusion of the accounts receivable of certain high credit quality customers that are aged
90
to
120
days to be included in the calculation of the borrowing base.
Our outstanding debt under the SVB Credit Facility was
$9.0 million
as of
September 29, 2017
and
June 30, 2017
. The SVB Credit Facility carries an interest rate computed at the daily
prime rate
as published in the Wall Street Journal plus a spread of
0.50%
to
1.50%
, with such spread determined based on our adjusted quick ratio. During the
first three months
of fiscal year 2017, the weighted average interest rate on our outstanding loan was
4.75%
. As of
September 29, 2017
, available credit under the SVB Credit Facility was
$7.9 million
reflecting the calculated borrowing base of
$19.6 million
less existing borrowings of
$9.0 million
and outstanding letters of credit of
$2.7 million
.
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 SVB 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
2%
above the applicable interest rate. As of
September 29, 2017
, we were in compliance with the quarterly financial covenants, as amended, contained in the SVB Credit Facility.
In addition, we have an uncommitted short-term line of credit of
$0.4 million
from a bank in New Zealand to support the operations of our subsidiary located there. This line of credit provides for
$0.3 million
in short-term advances at various interest rates, all of which was available as of
September 29, 2017
and
June 30, 2017
. The line of credit also provides for the issuance of standby letters of credit and company credit cards, of which
$0.1 million
was outstanding as of
September 29, 2017
. This facility may be terminated upon notice, is reviewed annually for renewal or modification, and is supported by a corporate guarantee.
Note 6. Restructuring Activities
The following table summarizes our restructuring related activities during the
first three months
of fiscal
2018
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance and Benefits
|
|
Facilities and Other
|
|
Total
|
(In thousands)
|
Fiscal
2016-2017
Plan
|
|
Fiscal
2015-2016
Plan
|
|
Fiscal
2013-2014
Plan
|
|
Fiscal
2015-2016
Plan
|
|
Fiscal
2014-2015
Plan
|
|
Fiscal
2013-2014
Plan
|
|
Accrual balance, June 30, 2017
|
$
|
315
|
|
|
$
|
99
|
|
|
$
|
64
|
|
|
$
|
563
|
|
|
$
|
168
|
|
|
$
|
505
|
|
|
$
|
1,714
|
|
Charges, net
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
4
|
|
|
2
|
|
Cash payments
|
(253
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(102
|
)
|
|
(306
|
)
|
|
(661
|
)
|
Foreign exchange impact
|
(1
|
)
|
|
2
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
19
|
|
Accrual balance, September 29, 2017
|
$
|
58
|
|
|
$
|
101
|
|
|
$
|
64
|
|
|
$
|
581
|
|
|
$
|
67
|
|
|
$
|
203
|
|
|
$
|
1,074
|
|
As of
September 29, 2017
,
$0.8 million
of the accrual balance was in short-term restructuring liabilities while
$0.2 million
was included in other long-term liabilities on the unaudited condensed consolidated balance sheets.
We completed the restructuring activities under each of the plans referenced in the table above. Remaining payments for these plans will be paid through fiscal 2020.
Note 7. Stockholders’ Equity
As of
September 29, 2017
, we had one stock incentive plan for our employees and nonemployee directors, the 2007 Stock Equity Plan, as amended and restated effective November 13, 2015 (the “2007 Stock Plan”). During the
first three months
of fiscal
2018
, we issued
261
shares of common stock under the Employee Stock Purchase Plan (ESPP), and
191
shares of common stock for options exercised.
Total compensation expense for share-based awards included in our unaudited condensed consolidated statements of operations was as follows:
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
(In thousands)
|
September 29,
2017
|
|
September 30,
2016
|
By Expense Category:
|
|
|
|
Cost of revenues
|
$
|
44
|
|
|
$
|
41
|
|
Research and development
|
39
|
|
|
23
|
|
Selling and administrative
|
491
|
|
|
394
|
|
Total share-based compensation expense
|
$
|
574
|
|
|
$
|
458
|
|
By Types of Award:
|
|
|
|
Options
|
$
|
34
|
|
|
$
|
146
|
|
Restricted and performance stock awards and units
|
540
|
|
|
312
|
|
Total share-based compensation expense
|
$
|
574
|
|
|
$
|
458
|
|
As of
September 29, 2017
, there was
$0.1 million
of total unrecognized compensation expense related to nonvested stock options granted under our 2007 Stock Plan. This expense is expected to be recognized over a weighted average period of
0.8
years. As of
September 29, 2017
, there was
$2.8 million
of total unrecognized compensation expense related to nonvested stock awards and units granted under our 2007 Stock Plan. This expense is expected to be recognized over a weighted average period of
1.4
years.
Note 8. Segment and Geographic Information
We operate in
one
reportable business segment: the design, manufacturing and sale of a range of wireless networking products, solutions and services. We conduct business globally and our sales and support activities are managed on a geographic basis. Our Chief Executive Officer is our Chief Operating Decision Maker.
We report revenue by region and country based on the location where our customers accept delivery of our products and services. Revenue by region for the
three months ended September 29, 2017
and
September 30, 2016
were as follows:
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
(In thousands)
|
September 29,
2017
|
|
September 30,
2016
|
North America
|
$
|
31,002
|
|
|
$
|
28,584
|
|
Africa and Middle East
|
13,462
|
|
|
14,349
|
|
Europe and Russia
|
4,446
|
|
|
4,507
|
|
Latin America and Asia Pacific
|
7,272
|
|
|
10,767
|
|
Total Revenue
|
$
|
56,182
|
|
|
$
|
58,207
|
|
Motorola Solutions, Inc. (Motorola) and Mobile Telephone Networks Group (MTN Group) accounted for
16%
and
14%
, respectively, of our accounts receivable as of
September 29, 2017
. MTN Group also accounted for
26%
of our accounts receivable as of
June 30, 2017
. During the
three months ended September 29, 2017
and
September 30, 2016
, MTN Group accounted for
14%
and
10%
, respectively, of our total revenue. We have entered into separate and distinct contracts with MTN Group and Motorola, as well as separate arrangements with their various subsidiaries. The loss of all business from MTN Group, Motorola, or any other significant customers, could adversely affect our results of operations, cash flows and financial position.
Note 9. Income Taxes
Our effective tax rate varies from the U.S. federal statutory rate of
35%
due to results of foreign operations that are subject to income taxes at different statutory rates, certain jurisdictions where we cannot recognize tax benefits on current losses and tax benefit from a foreign tax refund. During interim periods, we accrue tax expenses for jurisdictions that are anticipated to be profitable for fiscal 2018.
The determination of our provision for the
first three months
of fiscal 2018 and 2017 was based on our estimated annual effective tax rate adjusted for losses in certain jurisdictions for which no tax benefit can be recognized. The tax expense for the
first three months
of fiscal 2018 and 2017 were primarily attributable to tax expense related to profitable subsidiaries, net against the foreign tax refunds received from the Inland Revenue Authority of Singapore (“IRAS”).
During the fiscal year 2014, we received an assessment letter from IRAS related to deductions claimed in prior years and made a payment of
$13.2 million
related to tax years 2007 through 2010, reflecting all the taxes incrementally assessed by IRAS. Since the initial assessment, we continued to challenge this assessment. During the first quarter of fiscal 2017, we received an initial refund of
$3.7 million
from IRAS. During the first quarter of fiscal 2018, we received an additional refund of
$1.3 million
from IRAS which represents a final settlement. These refunds were recorded as a discrete tax benefit during the quarter the respective payment was received.
We have a number of years with open tax audits which vary from jurisdiction to jurisdiction. Our major tax jurisdictions include the U.S., Singapore, Nigeria and the Ivory Coast. The earliest years that are open and subject to potential audits for these jurisdictions are as follows: U.S. — 2003; Singapore — 2011; Nigeria — 2011, and Ivory Coast — 2016.
We account for interest and penalties related to unrecognized tax benefits as part of our provision for federal, foreign and state income taxes. Such interest expense was not material for the
three months ended September 29, 2017
and
September 30, 2016
.
Note 10. Commitments and Contingencies
Operating Lease Commitments
We lease office and manufacturing facilities under non-cancelable operating leases expiring at various dates through 2024. We lease approximately
19,000
square feet of office space in Milpitas, California as our corporate headquarters.
As of
September 29, 2017
, our future minimum lease payments under all non-cancelable operating leases with an initial lease term in excess of one year were as follows:
|
|
|
|
|
Fiscal Years
|
Amounts
|
|
(In thousands)
|
2018 (three quarters remaining)
|
$
|
1,975
|
|
2019
|
1,443
|
|
2020
|
988
|
|
2021
|
908
|
|
2022
|
208
|
|
Thereafter
|
2,023
|
|
Total
|
$
|
7,545
|
|
These commitments do not contain any material rent escalations, rent holidays, contingent rent, rent concessions, leasehold improvement incentives or unusual provisions or conditions. We sublease a portion of our facilities to third parties and the total minimum rents to be received in the future under our non-cancelable subleases were
$0.1 million
as of
September 29, 2017
. The future minimum lease payments are not reduced by the minimum sublease rents.
Rental expense for operating leases, including rentals on a month-to-month basis, was as follows:
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
(In thousands)
|
September 29,
2017
|
|
September 30,
2016
|
Rent expense
|
$
|
927
|
|
|
$
|
1,201
|
|
Purchase Orders and Other Commitments
From time to time in the normal course of business we may enter into purchasing agreements with our suppliers that require us to accept delivery of, and remit full payment for, finished products that we have ordered, finished products that we requested be held as safety stock, and work in process started on our behalf, in the event we cancel or terminate 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 no present intention to cancel or terminate any of these agreements, we currently do not believe that we have any future liability under these agreements. As of
September 29, 2017
, we had outstanding purchase obligations with our suppliers or contract manufacturers of
$21.8 million
. In addition, we had contractual obligations of approximately
$0.9 million
associated with software licenses as of
September 29, 2017
.
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
September 29, 2017
, we had no guarantees applicable to our debt arrangements.
We have entered into commercial commitments in the normal course of business including surety bonds, standby letters of credit agreements and other arrangements with financial institutions primarily relating to the guarantee of future performance on certain contracts to provide products and services to customers. As of
September 29, 2017
, we had commercial commitments of
$45.8 million
outstanding that were not recorded in our unaudited condensed consolidated balance sheets. We do 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 the performance guarantees in the future.
Indemnifications
Under the terms of substantially all of our license agreements, we have agreed to defend and pay any final judgment against our customers arising from claims against such customers that our products infringe the intellectual property rights of a third party. As of
September 29, 2017
, we have not received any notice that any customer is subject to an infringement claim arising from the use of our products; we have not received any request to defend any customers from infringement claims arising from the use of our products; and we have not paid any final judgment on behalf of any customer related to an infringement claim arising from the use of our 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, we cannot estimate the maximum amount of potential future payments, if any, related to our indemnification provisions. As of
September 29, 2017
, we had not recorded any liabilities related to these indemnifications.
Legal Proceedings
We are subject from time to time to disputes with customers concerning our products and services. In May 2016, we received notification of a claim for
$1.0 million
in damages from a customer in Austria alleging that certain of our products were defective. We are continuing to investigate this claim, and at this time an estimate of the reasonably possible loss or range of loss cannot be made. We believe that we have numerous contractual and legal defenses to these disputes, and we intend to dispute them vigorously.
From time to time, we may be involved in various other legal claims and litigation that arise in the normal course of our operations. We are aggressively defending all current litigation matters. Although there can be no assurances and the outcome of these matters is currently not determinable, we currently believe that none of these claims or proceedings are likely to have a material adverse effect on our financial position. We expect to defend each of these disputes vigorously. There are many uncertainties associated with any litigations and these actions or other third-party claims against us may cause us to incur costly litigation and/or substantial settlement charges. As a result, our 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 estimates, if any.
We record accruals for our 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, 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 not recorded any accrual for loss contingencies associated with such legal claims or litigation discussed above.
Contingent Liabilities
We record 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 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 all legal costs incurred to resolve regulatory, legal and tax matters as incurred.
Periodically, we review 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 in our 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 consolidated financial statements. As additional information becomes available, we reassess the potential liability related to our 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 results of operations and financial position.
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 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. 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 document. 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:
|
|
•
|
continued price and margin erosion as a result of increased competition in the microwave transmission industry;
|
|
|
•
|
the impact of the volume, timing and customer, product and geographic mix of our product orders;
|
|
|
•
|
our ability to meet financial covenant requirements 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 or other supply chain constraints;
|
|
|
•
|
customer acceptance of new products;
|
|
|
•
|
the ability of our subcontractors to timely perform;
|
|
|
•
|
continued 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 conduct of unethical business practices in developing countries; and
|
|
|
•
|
the impact of political turmoil in countries where we have significant business.
|
Other factors besides those listed here also could adversely affect us. See “Item 1A. Risk Factors” in our fiscal
2017
Annual Report on Form 10-K filed with the SEC on
September 6, 2017
for more information regarding factors that may cause our 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 undertake no obligation, other than as imposed 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 2018 and 2017 Results
The following Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand our results of operations and financial condition. MD&A is provided as a supplement to, and should be read in conjunction with, our unaudited condensed consolidated financial statements and the accompanying notes. In the discussion below, our fiscal year ending
June 29, 2018
is referred to as “fiscal
2018
” or “
2018
” and our fiscal year ended
June 30, 2017
is referred to as “fiscal
2017
” or “
2017
”.
We generate revenue by designing, developing, manufacturing and supporting a range of wireless networking products, solutions and services for mobile and fixed communications service providers, private network operators, government agencies, transportation, energy and utility companies, public safety agencies and broadcast network operators across the world. Our products include point-to-point digital microwave transmission systems designed for first/last mile access, middle mile/backhaul, and long distance trunking applications. We also provide network management software solutions to enable operators to deploy, monitor and manage our systems, third party equipment such as antennas, routers, optical transmission equipment and other equipment necessary to build and deploy a complete telecommunications transmission network. We provide a full suite of professional services for planning, deployment, operations and maintenance of our customers’ networks.
We work continuously to improve our established brands and to create new products that meet our customers’ evolving needs and preferences. Our fundamental business goal is to generate superior returns for our stockholders over the long term. We believe that increases in revenue, operating profits and earnings per share are the key measures of financial performance for our business. However, within the industry there continues to be strong price competition for new business and periodic large customer consolidations that intensify competition in all regions.
Our strategic focus is to continue to accelerate innovation and optimize our product portfolio, improve costs and operational efficiencies, grow our revenue and create a sustainable, profitable business model. To do this, we continue to examine our products, markets, facilities, development programs, and operational flows to ensure we are focused on what we do well and what will differentiate us in the future. We will continue working to streamline management processes to attain the efficiency levels required by the markets in which we do business.
Although the general trend of increasing demand for bandwidth to support mobile networks applies in all markets, we expect to see quarter-to-quarter fluctuations within markets and with individual customers based on customers’ past purchasing patterns. Seasonality is also a factor that impacts our business. Our fiscal third quarter revenue and orders have
historically been lower than the revenue and orders in our second fiscal quarter because many of our customers utilize a significant portion of their capital budgets at the end of their fiscal years, which is typically the calendar year end and coincides with our second fiscal quarter. The majority of our customers begin a new fiscal year on January 1, and capital expenditures tend to be lower in an organization’s first quarter than in its fourth quarter. We anticipate that this seasonality will continue. The seasonality between the second quarter and third quarter may be affected by a variety of additional factors, including changes in the global economy.
In line with industry trends, we expect to provide increased managed services, including network design, inventory management, final configuration and warehousing services, to certain customers in certain geographies. Our operating results may be impacted by providing these services to the extent that we may need to postpone the recognition of revenue and incur upfront and ongoing expenses that are not offset with additional revenue from product sales associated with these services until a future period.
We continue to explore strategic alternatives to improve the market position and profitability of our product offerings in the marketplace, generate additional liquidity and enhance our valuation. We may pursue our goals during the next twelve months through organic growth and through strategic alternatives. Some of these alternatives have included, and could continue to include, selective acquisitions, divestitures, the sale of assets or securities, a sale or merger of our company or a restructuring of our company. We have also provided, and may from time to time in the future provide, information to interested parties.
Operations Review
The market for mobile backhaul continues to be our primary addressable market segment and, over the long term, the demand for increasing the backhaul capacity in our customers’ networks continues to grow. In North America, we supported long-term evolution (“LTE”) deployments of our 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 business continued to rely on a combination of customers increasing their capacity to handle subscriber growth, the ongoing build-out of some large 3G deployments, and the emergence of early stage LTE deployments. Our international business continues to be adversely affected by constrained availability of U.S. dollars in countries with economies highly dependent on resource exports, particularly oil. This condition, along with decline in local purchasing power because of currency devaluations relative to the U.S. dollar, limits capital spending and slows payments from customers in those locations. Our position continues to be to support our customers for LTE readiness and ensure that our technology roadmap is well aligned with evolving market requirements. We continue to find that our strength in turnkey and after-sale support services is a differentiating factor that wins business for us and enables us to expand our business with existing customers in all markets. However, as disclosed above and in the “Risk Factors” section in Item 1A of our fiscal
2017
Annual Report on Form 10-K, a number of factors could prevent us from achieving our objectives, including ongoing pricing pressures attributable to competition and macroeconomic conditions in the geographic markets that we service.
Revenue
We manage our sales activities primarily on a geographic basis in North America and three international geographic regions: (1) Africa and Middle East, (2) Europe and Russia, and (3) Latin America and Asia Pacific. Revenue by region for the
three months ended September 29, 2017
and
September 30, 2016
and the related changes were shown in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
(In thousands, except percentages)
|
September 29, 2017
|
|
September 30, 2016
|
|
$ Change
|
|
% Change
|
North America
|
$
|
31,002
|
|
|
$
|
28,584
|
|
|
$
|
2,418
|
|
|
8.5
|
%
|
Africa and Middle East
|
13,462
|
|
|
14,349
|
|
|
(887
|
)
|
|
(6.2
|
)%
|
Europe and Russia
|
4,446
|
|
|
4,507
|
|
|
(61
|
)
|
|
(1.4
|
)%
|
Latin America and Asia Pacific
|
7,272
|
|
|
10,767
|
|
|
(3,495
|
)
|
|
(32.5
|
)%
|
Total Revenue
|
$
|
56,182
|
|
|
$
|
58,207
|
|
|
$
|
(2,025
|
)
|
|
(3.5
|
)%
|
Our revenue in North America increased
$2.4 million
, or
8.5%
, during the
first three months
of fiscal
2018
compared with the same period of fiscal
2017
. North America revenue increased primarily due to completion of various private network projects along with an increase in deliveries to mobile operators.
Our revenue in Africa and the Middle East decreased
$0.9 million
, or
6.2%
, for the
first three months
of fiscal
2018
compared with the same period of fiscal
2017
. The decrease in revenue was primarily due to lower sales volume to our large operator customers in East Africa.
Revenue in Latin America and Asia Pacific decreased
$3.5 million
, or
32.5%
, during the
first three months
of fiscal
2018
compared with the same period in fiscal
2017
. The decrease was primarily due to decreased deliveries to our larger customers in the Asia Pacific region.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
(In thousands, except percentages)
|
September 29, 2017
|
|
September 30, 2016
|
|
$ Change
|
|
% Change
|
Product sales
|
$
|
35,067
|
|
|
$
|
34,724
|
|
|
$
|
343
|
|
|
1.0
|
%
|
Services
|
21,115
|
|
|
23,483
|
|
|
(2,368
|
)
|
|
(10.1
|
)%
|
Total Revenue
|
$
|
56,182
|
|
|
$
|
58,207
|
|
|
$
|
(2,025
|
)
|
|
(3.5
|
)%
|
Our revenue from product sales increased
$0.3 million
, or
1.0%
, for the
first three months
of fiscal
2018
compared with the same period in fiscal
2017
. Product volumes were $3.2 million higher in North America, offset by a $2.9 million decrease in other regions. Our services revenue decreased by
$2.4 million
, or
10.1%
, during the
first three months
of fiscal
2018
compared with the same period of fiscal
2017
, due to reduced service activities in most regions except for Europe.
Gross Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
(In thousands, except percentages)
|
September 29, 2017
|
|
September 30, 2016
|
|
$ Change
|
|
% Change
|
Revenue
|
$
|
56,182
|
|
|
$
|
58,207
|
|
|
$
|
(2,025
|
)
|
|
(3.5
|
)%
|
Cost of revenue
|
38,886
|
|
|
40,842
|
|
|
(1,956
|
)
|
|
(4.8
|
)%
|
Gross margin
|
$
|
17,296
|
|
|
$
|
17,365
|
|
|
$
|
(69
|
)
|
|
(0.4
|
)%
|
% of revenue
|
30.8
|
%
|
|
29.8
|
%
|
|
|
|
|
Product margin %
|
32.5
|
%
|
|
28.4
|
%
|
|
|
|
|
Service margin %
|
27.9
|
%
|
|
31.9
|
%
|
|
|
|
|
Gross margin for the
three months ended September 29, 2017
decreased by
$0.1 million
, or
0.4%
, compared with the
three months ended September 30, 2016
. The margin decrease resulted from lower profitability of service projects in all regions which was offset by better product margins coming from reduced supply chain costs.
Gross margin as a percentage of revenue increased in the
first three months
of fiscal
2018
compared with the same period in fiscal
2017
due to improved product margin and lower supply chain costs. Product margin as a percentage of product revenue increased from the prior year quarter primarily due to lower supply chain costs. Service margin as a percentage of service revenue decreased due to lower profitability of our field services projects.
Research and Development Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
(In thousands, except percentages)
|
September 29, 2017
|
|
September 30, 2016
|
|
$ Change
|
|
% Change
|
Research and development
|
$
|
4,798
|
|
|
$
|
4,943
|
|
|
$
|
(145
|
)
|
|
(2.9
|
)%
|
% of revenue
|
8.5
|
%
|
|
8.5
|
%
|
|
|
|
|
Our research and development expenses decreased
$0.1 million
, or
2.9%
, in the
first three months
of fiscal
2018
compared with the same period in fiscal
2017
. The decrease was due to a $0.3 million reduction in professional costs, and a $0.1 million reduction in facility costs, offset by a $0.3 million increase in compensation expenses.
Selling and Administrative Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
(In thousands, except percentages)
|
September 29, 2017
|
|
September 30, 2016
|
|
$ Change
|
|
% Change
|
Selling and administrative
|
$
|
13,722
|
|
|
$
|
15,187
|
|
|
$
|
(1,465
|
)
|
|
(9.6
|
)%
|
% of revenue
|
24.4
|
%
|
|
26.1
|
%
|
|
|
|
|
Our selling and administrative expenses declined
$1.5 million
, or
9.6%
, in the
three months ended September 29, 2017
compared with the same periods in fiscal
2017
. The decrease for the
first three months
of fiscal
2018
compared with the same quarter in fiscal
2017
was primarily due to reduction in compensation costs, professional services expenses and savings under facilities costs due to our relocation to a new facility.
Restructuring Charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
(In thousands, except percentages)
|
September 29, 2017
|
|
September 30, 2016
|
|
$ Change
|
|
% Change
|
Restructuring Charges
|
$
|
2
|
|
|
$
|
160
|
|
|
$
|
(158
|
)
|
|
(98.8
|
)%
|
Our restructuring expenses in the
three months ended September 30, 2016
consisted primarily of the facility costs related to our previous headquarters in Santa Clara.
Interest Income, Interest Expense and Other Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
(In thousands, except percentages)
|
September 29, 2017
|
|
September 30, 2016
|
|
$ Change
|
|
% Change
|
Interest income
|
$
|
58
|
|
|
$
|
54
|
|
|
$
|
4
|
|
|
7.4
|
%
|
Interest expense
|
$
|
(6
|
)
|
|
$
|
(18
|
)
|
|
$
|
12
|
|
|
(66.7
|
)%
|
Other expense
|
$
|
(30
|
)
|
|
$
|
(182
|
)
|
|
$
|
152
|
|
|
(83.5
|
)%
|
Interest income reflected interest earned on our cash equivalents which were comprised of money market funds and certificates of deposit.
Interest expense was primarily related to interest associated with borrowings under the SVB Credit Facility and discounts on customer letters of credit.
Other expense in the
three months ended September 30, 2016
were primarily comprised of a foreign exchange loss on a dividend declared by our Nigeria entity (a partnership for U.S. tax purposes) to our Aviat U.S. entity.
Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
(In thousands, except percentages)
|
September 29, 2017
|
|
September 30, 2016
|
|
$ Change
|
|
% Change
|
Loss before income taxes
|
$
|
(1,204
|
)
|
|
$
|
(3,071
|
)
|
|
$
|
1,867
|
|
|
(60.8
|
)%
|
Benefit from income taxes
|
$
|
(639
|
)
|
|
$
|
(2,470
|
)
|
|
$
|
1,831
|
|
|
(74.1
|
)%
|
We estimate our annual effective tax rate at the end of each quarterly period, and we record 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. During the first quarter of fiscal 2017, we received a tax refund of
$3.7 million
from the Inland Revenue Authority of Singapore (“IRAS”) related to an assessment we paid in fiscal year 2014 related to deductions claimed in tax years 2007 through 2010. During the first quarter of fiscal 2018, we received an additional refund of
$1.3 million
from IRAS which represents a final settlement. Both tax refunds were recorded as a discrete tax benefit during the quarter the respective payment was received. The determination of the effective tax rate reflects tax expense and benefit generated in certain jurisdictions. However, jurisdictions with a year-to-date loss where no tax benefit can be recognized are excluded from the annual effective tax rate.
Liquidity, Capital Resources and Financial Strategies
Sources of Cash
As of
September 29, 2017
, our total cash, cash equivalents and short-term investments were $
39.4 million
. Approximately
$15.5 million
, or
39.3%
was held in the United States. The remaining balance of
$23.9 million
, or
61%
, was held by entities outside the United States. Of the amount of cash, cash equivalents and short-term investments held by our foreign subsidiaries as of
September 29, 2017
,
$4.4 million
was held in jurisdictions where our undistributed earnings are indefinitely reinvested, and if repatriated, would be subject to U.S. taxes, which would be nominal.
Cash provided by operating activities was
$4.9 million
in the
first three months
of fiscal
2018
as compared to cash provided by operating activities of
$3.3 million
in the
first three months
of fiscal
2017
. Cash provided by operating activities is presented as net loss adjusted for non-cash items and changes in operating assets and liabilities. Net contribution of non-cash items to cash provided by operating activities decreased by
$0.4 million
and net contribution of changes in operating assets and liabilities to cash provided by operating activities increased by
$2.0 million
for the
first three months
of fiscal
2018
as compared to the same period in fiscal
2017
.
The
$0.4 million
decrease in the net contribution of non-cash items to cash provided by operating activities was primarily due to a
$0.6 million
decrease in charges for inventory write-downs, a
$0.1 million
decrease in bad debt expense, a
$0.4 million
decrease in depreciation and amortization of property, plant and equipment, offset by a
$0.6 million
increase in deferred tax expense, and a
$0.1 million
increase in share-based compensation expense.
Changes in operating assets and liabilities resulted in a net increase of
$2.0 million
to cash provided by operating activities for the
first three months
of fiscal 2018 as compared to the same period in 2017. Accounts receivable and unbilled costs fluctuate from period to period, depending on the amount, timing of sales and billing activities as well as cash collections. The fluctuations in accounts payable and accrued expenses were primarily due to the timing of liabilities incurred and vendor payments. The change in inventories and in customer service inventories were primarily due to demand and our focus on improving our inventory management. The decrease in customer advance payments and unearned income was due to the timing of payment from customers and revenue recognition. We used
$0.7 million
in cash during the
first three months
of fiscal 2018 on expenses related to restructuring liabilities.
During the remainder of fiscal year 2018, we expect to spend approximately
$6.0 million
for capital expenditures, primarily on equipment for development and manufacturing of new products and to support customer managed services.
As of
September 29, 2017
, our principal sources of liquidity consisted of the
$39.4 million
in cash, cash equivalents and short-term investments,
$7.9 million
of available credit under our
$30.0 million
SVB Credit Facility which expires on June 30, 2018 and future collections of receivables from customers. We regularly require letters of credit from some 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 credit and sovereign risk. Historically our primary sources of liquidity have been cash flows from operations and credit facilities.
We believe that our existing cash and cash equivalents, the available line of credit under the SVB Credit Facility and future cash collections from customers will be sufficient to provide for our anticipated requirements for working capital and capital expenditures for at least the next 12 months. Our SVB Credit Facility expires on June 30, 2018. While we intend to renew and expect the SVB Credit Facility to be renewed, there can be no assurance that the SVB Credit Facility will be renewed. In addition, there can be no assurance that our business will generate cash flow from operations, we will be in compliance with the quarterly financial covenants contained in the SVB Credit Facility, or that we will have a sufficient borrowing base under such facility, or that anticipated operational improvements will be achieved. If we are not in compliance with the financial covenants or do not have sufficient eligible accounts receivable to support our borrowing base, the availability of our credit facility is not certain or may be diminished. Over the longer term, if we are unable to maintain cash balances or generate sufficient cash flow from operations to service our obligations that may arise in the future, we may be required to sell assets, reduce capital expenditures, or obtain financing. If we need to obtain additional financing, we cannot be assured that it will be available on favorable terms, or at all. Our ability to make scheduled principal payments or pay interest on or refinance any future indebtedness depends on our future performance and financial results, which, to a certain extent, are subject to general conditions in or affecting the microwave communications market and to general economic, political, financial, competitive, legislative and regulatory factors beyond our control.
Restructuring Payments
We had liabilities for restructuring activities totaling
$1.1 million
as of
September 29, 2017
,
$0.8 million
of which was classified as current liabilities and expected to be paid out in cash over the next 12 months. We expect to fund these future payments with available cash and cash provided by operations.
Contractual Obligations and Commercial Commitments
The amounts disclosed in our fiscal
2017
Annual Report on Form 10-K filed with the SEC on
September 6, 2017
include our commercial commitments and contractual obligations. During the
first three months
of fiscal
2018
, no material changes occurred in our contractual obligations to purchase goods and services and to make payments under operating leases or our commercial commitments and contingent liabilities on outstanding letters of credit, guarantees and other arrangements as disclosed in our fiscal
2017
Annual Report on Form 10-K. Please refer to
Note 10 Commitments and Contingencies
of the Notes to Condensed Consolidated Financial Statements (Unaudited) in this Quarterly Report on Form 10-Q.
Critical Accounting Estimates
For information about our 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 fiscal
2017
Annual Report on Form 10-K.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
In the normal course of doing business, we are exposed to the risks associated with foreign currency exchange rates and changes in interest rates. We employ established policies and procedures governing the use of financial instruments to manage our exposure to such risks.
Exchange Rate Risk
We conduct business globally in numerous currencies and are therefore exposed to foreign currency risks. We use derivative instruments to reduce the volatility of earnings and cash flows associated with changes in foreign currency exchange rates. We do not hold or issue derivatives for trading purposes or make speculative investments in foreign currencies.
We use foreign exchange forward contracts to hedge forecasted foreign currency transactions relating to forecasted sales and purchase transactions. Beginning the fourth quarter of fiscal 2015, we no longer prepared contemporaneous documentation of hedges for the new foreign exchange forward contracts we entered into. As a result, the foreign exchange hedges no longer qualified 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.
We also enter 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
September 29, 2017
, we had foreign currency forward contracts outstanding with a total notional amount of
$1.8 million
consisting of
three
different currencies as follows:
|
|
|
|
|
|
|
|
|
Currency
|
|
Notional Contract
Amount
(Local Currency)
|
|
Notional
Contract
Amount
(USD)
|
|
|
(In thousands)
|
New Zealand dollar
|
|
1,000
|
|
|
$
|
727
|
|
Great Britain pound
|
|
500
|
|
|
656
|
|
Euro
|
|
350
|
|
|
415
|
|
Total of all currency forward contracts
|
|
|
|
$
|
1,798
|
|
Net foreign exchange income (loss) recorded in our unaudited condensed consolidated statements of operations during the
first three months
of fiscal
2018
and
2017
was as follows:
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
(In thousands)
|
September 29,
2017
|
|
September 30,
2016
|
Amount included in costs of revenues
|
$
|
9
|
|
|
$
|
(216
|
)
|
Amount included in other expense
|
(30
|
)
|
|
(210
|
)
|
Total foreign exchange loss, net
|
$
|
(21
|
)
|
|
$
|
(426
|
)
|
A 10% adverse change in currency exchange rates for our foreign currency derivatives held as of
September 29, 2017
would have an impact of approximately $
0.2 million
on the fair value of such instruments.
Certain of our international business are transacted in non-U.S. dollar currency. As discussed above, we utilize foreign currency hedging instruments to minimize the currency risk of international transactions. The impact of translating the assets and liabilities of foreign operations to U.S. dollars for the
first three months
of fiscal
2018
was
$0.1 million
and was included as a component of stockholders’ equity. As of
September 29, 2017
and
June 30, 2017
, the cumulative translation adjustment decreased our stockholders’ equity by
$11.7 million
and
$11.8 million
, respectively.
Interest Rate Risk
Our exposure to market risk for changes in interest rates relates primarily to our cash equivalents and borrowings under our credit facility.
Exposure on Cash Equivalents and Short-term Investments
We had
$39.4 million
in total cash, cash equivalents and short-term investments as of
September 29, 2017
. Cash equivalents and short-term investments totaled
$17.4 million
as of
September 29, 2017
and were comprised of money market funds and bank certificates of deposit. Cash equivalents and short-term investments have been recorded at fair value on our balance sheet.
Our cash equivalents and short-term investments 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. Actual gains and losses due to the sale of our investments prior to maturity have been immaterial. The weighted average days to maturity for cash equivalents and short-term investments held as of
September 29, 2017
was
155
days, and these investments had an average yield of
6.81%
per annum. A 10% change in interest rates on our cash equivalents and short-term investments is not expected to have a material impact on our financial position, results of operations or cash flows.
Exposure on Borrowings
During the
first three months
of fiscal
2018
, we had
$9.0 million
of borrowings outstanding under the SVB Credit Facility that incurred interest at the prime rate plus a spread of
0.50%
to
1.50%
with such spread determined based on our adjusted quick ratio. During the
first three months
of fiscal
2018
, our weighted average interest rate was
4.75%
and the interest expense on these borrowings was insignificant.
A 10% change in interest rates on the current borrowings or on future borrowings is not expected to have a material impact on our financial position, results of operations or cash flows since interest on our borrowings is not material to our overall financial position.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Based on management’s evaluation, with participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as of the end of the period covered by this report, 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of
September 29, 2017
, 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 recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission rules and forms, and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.
Changes in Internal Controls Over Financial Reporting
There were no changes to our internal control over financial reporting as defined in Rules 13a-15(f) or 15d-15(f) that occurred during our
first three months
of fiscal 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including the 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.