0001377789false00013777892024-05-092024-05-090001377789us-gaap:CommonStockMember2024-05-092024-05-090001377789us-gaap:PreferredStockMember2024-05-092024-05-09

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
Form 8-K
______________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 9, 2024
_______________________
AVIAT NETWORKS, INC.
(Exact name of registrant as specified in its charter)
______________________________________
Delaware
001-33278
20-5961564
(State or other jurisdiction
(Commission File
(I.R.S. Employer
of incorporation)
Number)
Identification No.)
200 Parker Dr., Suite C100A, Austin, Texas 78728
(Address of principal executive offices, including zip code)
(408)-941-7100
Registrant’s telephone number, including area code
______________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareAVNWNASDAQ Stock Market LLC
Preferred Share Purchase RightsNASDAQ Stock Market LLC

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






Explanatory Note:
On December 1, 2023, Aviat Networks, Inc. (“Aviat” or the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report that, among other things, it had completed the acquisition of NEC Corporation’s (“NEC”) wireless backhaul business (the “NEC Transaction”). On February 9, 2024, the Company filed an amendment to the Original Form 8-K to provide the financial statements and pro forma financial information required by Items 9.01(a) and (b) of Form 8-K. The Company is filing this Current Report on Form 8-K to provide a pro forma financial information update for the nine months ended March 29, 2024. The pro forma condensed combined financial information included as Exhibit 99.1 to this Current Report on Form 8-K has been presented for illustrative purposes only, and is not intended to, and does not purport to, represent what the Company’s actual results or financial condition would have been if the NEC Transaction had occurred on the relevant date, and is not intended to project the future results or the financial condition that the Company may achieve following the NEC Transaction.

Item 8.01 Other Information.
This Current Report on Form 8-K includes the unaudited pro forma condensed combined financial information of the Company and the wireless transport business of NEC for the nine months ended March 29, 2024, which are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated by reference herein.

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


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AVIAT NETWORKS, INC.
Date: May 9, 2024
By:
/s/ David M. Gray
Name:
David M. Gray
Title:
Senior Vice President and Chief Financial Officer


Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On May 9, 2023, Aviat Networks, Inc. (“Aviat” or the “Company”) entered into a Master Sale of Business Agreement (as amended on November 30, 2023, the “Purchase Agreement”) with NEC Corporation (“NEC”), to acquire NEC’s wireless transport business (the “NEC Transaction”). The Company completed the NEC Transaction on November 30, 2023 (the “Closing Date”). Under the terms of the Purchase Agreement, consideration due at the closing of the NEC Transaction was comprised of (i) an amount in cash equal to $42.1 million, subject to certain post-closing adjustments, and (ii) the issuance of $23.4 million in Company common stock. The Company obtained permanent financing to fund the cash portion of the NEC Transaction.
The following tables set forth unaudited pro forma condensed combined financial information of Aviat and NEC’s wireless transport business for (i) the nine months ended March 29, 2024 and (ii) the twelve months ended June 30, 2023. The unaudited pro forma condensed combined statements of operations give effect to the NEC Transaction as if it had occurred on July 2, 2022.
The unaudited pro forma condensed combined statement of operations for the nine months ended March 29, 2024 is derived by combining the Company’s unaudited historical financial data from July 1, 2023 through March 29, 2024 (which includes four months of the historical results of operations of NEC’s wireless transport business from the Closing Date through March 29, 2024) and five months of the unaudited historical financial data of NEC’s wireless transport business from July 1, 2023 through the Closing Date. The unaudited pro forma condensed combined statement of operations for the twelve months ended June 30, 2023 is derived by combining the Company’s audited consolidated financial statements for the twelve months ended June 30, 2023 and the audited combined carve-out financial statements of NEC’s wireless transport business for the twelve months ended March 31, 2023. The condensed pro forma balance sheet is excluded from this Current Report on Form 8-K as the historical balance sheet included in the Company’s Quarterly Report on Form 10-Q for the nine months ended March 29, 2024 already reflects the consummated transaction.
The unaudited pro forma condensed combined financial information includes estimated transaction accounting and financing adjustments (collectively, the “pro forma adjustments”) directly attributable to the NEC Transaction that are expected to have an ongoing impact on the Company. The pro forma adjustments are described in the notes accompanying the unaudited pro forma condensed combined financial information. The pro forma adjustments are based upon available information and certain assumptions the Company believe are reasonable. The unaudited pro forma condensed combined financial information does not purport to represent what the results of operations and financial condition would have been had the NEC Transaction occurred as of the dates indicated, nor does it project the results of operations for any future period or the financial condition at any future date.
The unaudited pro forma condensed combined financial information should be read in connection with (i) Aviat’s audited consolidated financial statements, and the related notes thereto, and the risk factors set forth in Aviat’s Annual Report on Form 10-K for the twelve months ended June 30, 2023, (ii) Aviat’s unaudited condensed consolidated financial statements, and the related notes thereto, in Aviat’s Quarterly Report on Form 10-Q for the nine months ended March 29, 2024, (iii) the audited combined carve-out abbreviated financial statements and related notes for NEC’s wireless transport business for the twelve months ended March 31, 2023, which are included as an exhibit to the Company’s Current Report on Form 8-K filed on December 1, 2023 (as amended on February 9, 2024), and (iv) the unaudited combined carve-out financial statements and related notes for NEC’s wireless transport business for the six months ended September 30, 2023, which are included as an exhibit to the Company’s Current Report on Form 8-K filed on April 30, 2024.
1

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the nine months ended March 29, 2024
(U.S. Dollars in thousands, except per share amount)

Aviat Networks, Inc. (Historical)1
NEC’s Wireless Transport Business (Adjusted)2
Transaction Accounting AdjustmentsNotesFinancing AdjustmentsNotesPro Forma Combined
Revenues$294,215 $84,977 $— $— $379,192 
Cost of revenues188,999 53,030 1,013 2A— 243,042 
Gross margin105,216 31,947 (1,013)— 136,150 
Research and development25,441 6,780 — — 32,221 
Selling and administrative61,979 14,999 213 2B— 77,191 
Restructuring charges2,227 — — — 2,227 
Operating income15,569 10,168 (1,226)— 24,511 
Other expense, net1,649 1,336 — 1,578 2C4,563 
Income before income taxes13,920 8,832 (1,226)(1,578)19,948 
Provision for income taxes3,607 3,895 (319)
2D
(410)
2D
6,773 
Net income$10,313 $4,937 $(907)$(1,168)$13,175 
Net income per share of common stock outstanding:
Basic$0.86 3A$1.06 
Diluted$0.84 3A$1.03 
Weighted-average shares outstanding:
Basic12,043 408 3A12,451 
Diluted12,325 408 3A12,733 
1The historical results of Aviat include the results of operations of NEC’s wireless transport business for the post-acquisition period from December 1, 2023 through March 29, 2024.
2The historical adjusted results of NEC’s wireless transport business include the period from July 1, 2023 through November 30, 2023. See Note 1. in the accompanying notes.



See accompanying notes to unaudited pro forma condensed combined financial information.
2

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the twelve months ended June 30, 2023
(U.S. Dollars in thousands, except per share amount)

Aviat Networks, Inc. (Historical)NEC’s Wireless Transport Business (Adjusted)Transaction Accounting AdjustmentsNotesFinancing AdjustmentsNotesPro Forma Combined
Revenues$346,593 $188,645 $— $— $535,238 
Cost of revenues222,422 138,117 2,431 2A— 362,970 
Gross margin124,171 50,528 (2,431)— 172,268 
Research and development24,908 14,551 — — 39,459 
Selling and administrative69,842 38,649 510 
2B
— 109,001 
Restructuring charges3,012 — — — 3,012 
Operating income26,409 (2,672)(2,941)— 20,796 
Other expense (income), net3,306 (2,207)— 2,731 2C3,830 
Income before income taxes23,103 (465)(2,941)(2,731)16,966 
Provision for income taxes11,575 — (765)
2D
(710)
2D
10,100 
Net income (loss)
$11,528 $(465)$(2,176)$(2,021)$6,866 
Net income per share of common stock outstanding:
Basic$1.01 3A$0.57 
Diluted$0.97 3A$0.55 
Weighted-average shares outstanding:
Basic11,358 737 3A12,095 
Diluted11,855 737 3A12,592 

See accompanying notes to unaudited pro forma condensed combined financial information.
3

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Description of Transaction
On May 9, 2023, the Company entered into a Master Sale of Business Agreement (as amended on November 30, 2023, the “Purchase Agreement”) with NEC Corporation (“NEC”), to acquire NEC’s wireless transport business (the “NEC Transaction”). The Company completed the NEC Transaction on November 30, 2023 (the “Closing Date”). Under the terms of the Purchase Agreement, consideration due at the closing of the NEC Transaction was comprised of (i) an amount in cash equal to $42.1 million, subject to certain post-closing adjustments, and (ii) the issuance of $23.4 million in Company common stock. The Company obtained permanent financing to fund the cash portion of the NEC Transaction.

Basis of Presentation
The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting and was based on the historical financial statements of the Company and NEC’s wireless transport business and has been prepared to illustrate the effects of the NEC Transaction as if it occurred on the first date of the period presented.
The Company’s historical financial statements were prepared in accordance with the accounting principles generally accepted in the United States (“U.S. GAAP”) and presented in U.S. Dollars (“USD”). The historical financial statements of NEC’s wireless transport business were prepared in accordance with International Financial Standards as adopted by the International Accounting Standards Board (“IFRS”) and presented in Japanese Yen (“JPY”). During the preparation of the unaudited pro forma condensed combined financial information, the Company reviewed the historical financial statements of NEC’s wireless transport business prepared under IFRS, to identify differences compared to the Company’s accounting policies in accordance U.S. GAAP. The Company did not identify any IFRS to U.S. GAAP differences that resulted in a pro forma adjustment within the unaudited pro forma condensed combined financial information presented.
The Company has made adjustments to translate the historical financial statements of NEC’s wireless transport business from JPY to USD based on applicable historical exchange rates, which may differ materially from future exchange rates. The historical financial statements of NEC’s wireless transport business have been adjusted for certain reclassifications to conform with the Company’s financial statement presentation.
The NEC Transaction was accounted for using the acquisition method of accounting. Under this method, the assets acquired and liabilities assumed have been recorded based on preliminary estimates of fair value. The purchase accounting allocations in the NEC Transaction will be finalized at a later date and depend on a number of factors, including the final valuation of long-lived tangible and identified intangible assets acquired and liabilities assumed. The actual fair values of the assets acquired, liabilities assumed and resulting goodwill as a result of the NEC Transaction may differ materially from the adjustments set forth in the unaudited pro forma condensed combined financials. In accordance with ASC 805, acquisition-related transaction costs are not included as components of consideration transferred but are accounted for as expenses in the period in which the costs are incurred.
The unaudited pro forma condensed combined statement of operations for the nine months ended March 29, 2024 and for the twelve months ended June 30, 2023 are presented as if the NEC Transaction had occurred on July 2, 2022.
The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies, operating efficiencies or cost savings that may result from the NEC Transaction and integration costs that may be incurred. The pro forma adjustments represent the Company’s best estimates and are based upon currently available information and certain adjustments, assumptions and estimates that the Company believes are reasonable under the circumstances.
There were no material transactions between the Company and NEC’s wireless transport business during the period presented. Accordingly, adjustments to eliminate transactions between the Company and NEC’s wireless transport business have not been reflected in the unaudited pro forma condensed combined financial information presented herein.


4

Note 1. Translation and Reclassification Adjustments
The unaudited pro forma condensed combined financial information contains adjustments to translate the historical financial statements of NEC’s wireless transport business from JPY to USD and to reflect certain reclassifications to align to the Company’s financial statement presentation.
Translation: This column represents the translation from JPY to USD using the applicable historical exchange rates for the period presented.
The historical financial statements of NEC’s wireless transport business and related pro forma adjustments were translated from JPY to USD using the following historical exchange rates:
JPY to USD
Statement of operations:
Average exchange rate from July 1, 2023 through November 30, 2023
146.62
Average exchange rate for the twelve months ended March 31, 2023
135.45
Reclassification: This column represents the adjustments that have been applied to conform the historical financial statements of NEC’s wireless transport business to the Company’s financial statement presentation. The italicized rows include the financial statement line presented in the historical financial statements of NEC’s wireless transport business.

5

Unaudited Condensed Combined Statement of Operations Adjustments
From July 1, 2023 through November 30, 2023
NEC’s Wireless Transport Business (Historical)TranslationReclassificationNEC’s Wireless Transport Business (Adjusted)
JPY in millions
USD in thousands
USD in thousands
USD in thousands
Revenues¥— $— $84,977 $84,977 
Net Revenues
12,459 84,977 (84,977)— 
Cost of revenues— — 53,030 53,030 
Cost of Sales
7,775 53,030 (53,030)— 
Gross margin4,684 31,947 — 31,947 
Research and development994 6,780 — 6,780 
Selling and administrative— — 14,999 14,999 
Selling, general and administrative
2,199 14,999 (14,999)— 
Restructuring charges— — — — 
Operating income1,491 10,168 — 10,168 
Other expense, net196 1,336 — 1,336 
Income before income taxes1,295 8,832 — 8,832 
Provision for income taxes571 3,895 — 3,895 
Net income¥724 $4,937 $— $4,937 


Unaudited Condensed Combined Statement of Operations Adjustments
For the Twelve Months Ended March 31, 2023
NEC’s Wireless Transport Business (Historical)TranslationReclassificationNEC’s Wireless Transport Business (Adjusted)
JPY in millions
USD in thousands
USD in thousands
USD in thousands
Revenues¥— $— $188,645 $188,645 
Net Revenues
25,552 188,645 (188,645)— 
Cost of revenues— — 138,117 138,117 
Cost of Sales
18,708 138,117 (138,117)— 
Gross margin6,844 50,528 — 50,528 
Research and development1,971 14,551 — 14,551 
Selling and administrative— — 38,649 38,649 
Selling, general and administrative
5,235 38,649 (38,649)— 
Restructuring charges— — — — 
Operating loss(362)(2,672)— (2,672)
Other income, net(299)(2,207)— (2,207)
Loss before income taxes(63)(465)— (465)
Provision for income taxes— — — — 
Net loss¥(63)$(465)$— $(465)



6

Note 2. Transaction Accounting and Financing Adjustments
The NEC Transaction will be accounted for as a business combination using the acquisition method of accounting. The assets acquired and liabilities assumed will be recognized at their acquisition date fair values, with any excess of the consideration transferred over the estimated fair values of the identifiable net assets acquired recorded as goodwill. Transaction costs related to the acquisition were expensed as incurred. Total transaction costs of $10.57 million are included in the Company’s historical financial statements. Transaction costs primarily include legal, accounting and auditing, and other professional fees.
Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations
(A) To reflect the increase to cost of revenues as a result of the preliminary estimated $4.86 million step-up in fair value of the acquired inventory related the NEC Transaction. The adjustment represents a ratable increase to cost of revenues for the periods disclosed, based on expectations that the inventory will be sold within two years of the acquisition date.
(In thousands)From July 1, 2023 through November 30, 2023For the twelve months ended June 30, 2023
Inventory fair value adjustment$1,013 $2,431 
(B) To reflect estimated amortization expense based on the preliminary estimated fair values of the acquired identifiable finite-lived intangible assets related to the NEC Transaction:
(In thousands except useful life)
Estimated useful life in years
Preliminary estimated fair value
Amortization expense from July 1, 2023 through November 30, 2023Amortization expense for the twelve months ended June 30, 2023
Customer relationships
15$3,800 $106 $253 
Technology
71,800 107 257 
Total$5,600 $213 $510 
(C) The following adjustments reflect the estimated interest expense and amortization of debt issuance costs to be incurred by the Company as a result of the term loan borrowings used to fund the cash portion of the consideration due for the NEC Transaction. Outstanding borrowings under the term loan bear interest at the adjusted Secured Overnight Financing Rate (“SOFR”) plus the applicable margin. The term loan matures five years from the date of issuance and has scheduled quarterly principal payments. For the purposes of estimating the pro forma interest expense, the Company used the historical 90 day average SOFR for the periods presented, plus an applicable margin of 2.50%. The amortization of debt issuance costs is recognized on a straight-line basis through the maturity of the term loan.
(In thousands except percentages)
Beginning principal balance as of July 1, 2023Interest rateInterest expense from July 1, 2023 through November 30, 2023
Interest expense on term loan$48,125 7.59% — 7.86%$1,537 
Amortization of debt issuance costs398 41 
$1,578 
(In thousands except percentages)
Beginning principal balance as of July 2, 2022
Interest rate
Interest expense for the twelve months ended June 30, 2023
Interest expense on term loan
$50,000 
3.29% — 7.10%
$2,632 
Amortization of debt issuance costs
497 99 
$2,731 
7

(D) This reflects the income tax effect of the pro forma transaction accounting and financing adjustments at an estimated combined tax rate of 26%, which is based on applicable statutory tax rates for the jurisdictions in which the Company operates.

Note 3. Net Income Per Share
(A) The following table sets forth the pro forma basic and diluted net income per share. The weighted average number of basic and diluted common shares outstanding includes the impact of the 736,750 common shares issued as a portion of the consideration transferred to NEC at the closing of the NEC Transaction. The pro forma impact to the weighted average number of basic and diluted common shares outstanding assumes the issuance occurred on July 2, 2022.
(In thousands except per share amounts)
Nine months ended March 29, 2024
Twelve months ended June 30, 2023
Numerator:
Pro forma combined net income
$13,175 $5,925 
Denominator:
Historical weighted-average shares outstanding, basic
12,043 11,358 
Pro forma weighted average adjustment for shares issued
408 737 
Weighted-average shares outstanding, basic
12,451 12,095 
Historical weighted-average shares outstanding, diluted
12,325 11,855 
Pro forma weighted average adjustment for shares issued
408 737 
Weighted-average shares outstanding, diluted
12,733 12,592 
Pro forma combined net income per share:
Basic
$1.06 $0.49 
Diluted
$1.03 $0.47 



8
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Cover
May 09, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 09, 2024
Entity Registrant Name AVIAT NETWORKS, INC.
Entity File Number 001-33278
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 20-5961564
Entity Address, Address Line One 200 Parker Dr., Suite C100A
Entity Address, City or Town Austin
Entity Address, State or Province TX
Entity Address, Postal Zip Code 78728
City Area Code 408
Local Phone Number 941-7100
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Entity Emerging Growth Company false
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Common Stock  
Entity Listings [Line Items]  
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol AVNW
Security Exchange Name NASDAQ
Preferred Stock  
Entity Listings [Line Items]  
Title of 12(b) Security Preferred Share Purchase Rights
Security Exchange Name NASDAQ
No Trading Symbol Flag true
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