AVIAT NETWORKS, INC.
For the period ended Mar 27, 2026. Filed May 4, 2026.
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Mar 27, 2026 · Filed May 4, 2026
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Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. The Company and Basis of Presentation
The Company
Aviat Networks, Inc. (“Aviat,” the “Company,” “we,” “us,” and “our”) designs, manufactures, and sells wireless networking and access networking solutions and services to mobile and fixed telephone service providers, private network operators, government agencies, transportation and utility companies, public safety agencies and broadcast system operators across the globe. Aviat’s products include broadband wireless access base stations and customer premises equipment for fixed and mobile, point-to-point digital microwave radio systems for access, backhaul, trunking and license-exempt applications, supporting new network deployments, network expansion, and capacity upgrades.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information, and Aviat has made estimates, assumptions and judgments affecting the amounts reported in its unaudited condensed consolidated financial statements and the accompanying notes, as discussed in greater detail below. Accordingly, the statements do not include all information and footnotes required by U.S. GAAP for annual consolidated financial statements. In the opinion of the Company’s management, such interim financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of its financial position, results of operations and cash flows for such periods. The results for the nine months ended March 27, 2026 are not necessarily indicative of the results that may be expected for the full fiscal year or future operating periods. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and footnotes thereto included in Aviat’s Annual Report on Form 10-K for the fiscal year ended June 27, 2025.
The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All intercompany transactions and accounts have been eliminated. Certain amounts in the financial statements have been reclassified for comparative purposes to conform to the current period financial statement presentation.
Aviat’s fiscal year includes 52 or 53 weeks and ends on the Friday nearest to June 30. The three months ended March 27, 2026 and March 28, 2025 both consisted of 13 weeks. Fiscal year 2026 contains 53 weeks and will end on July 3, 2026. Fiscal year 2025 contained 52 weeks and ended on June 27, 2025.
Use of Estimates
The preparation of unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires the Company to make estimates, assumptions and judgments affecting the amounts reported and related disclosures. Estimates are based upon historical factors, current circumstances and the experience and judgment of the Company’s management. The Company evaluates estimates and assumptions on an ongoing basis and may employ outside experts to assist 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, goodwill and identified intangible assets in business combinations, valuation allowances for deferred tax assets, uncertainties in income taxes, contingencies and recoverability of long-lived assets. Actual results may differ materially from estimates.
Summary of Significant Accounting Policies
There have been no material changes in the Company’s significant accounting policies as of and for the nine months ended March 27, 2026, as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the fiscal year ended June 27, 2025.
Recently Adopted Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly presented to the chief operating decision maker. The disclosures required under ASU 2023-07 are also required for public entities with a single reportable segment. ASU 2023-07 is effective for the Company’s annual reporting beginning in fiscal 2025 and for interim periods beginning in fiscal 2026. The Company adopted ASU 2023-07 for the year ended June 27, 2025. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.
Accounting Standards Not Yet Adopted
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software. The ASU requires entities to consider whether significant development uncertainty has been resolved before starting to capitalize software costs. ASU 2025-06 is effective for annual and interim reporting periods beginning after December 15, 2027, and can be applied prospectively, retrospectively, or using a modified transition method, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and disclosures.
In November 2024, the FASB issued ASU 2024-03 (Subtopic 220-40): Disaggregation of Income Statement Expenses. The ASU requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. ASU 2024-03 is effective for the Company’s annual reporting beginning in fiscal 2028 and for interim periods beginning in fiscal 2029. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU enhances the transparency and usefulness of income tax information through improvements to disclosures primarily related to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company’s annual reporting beginning in fiscal 2026. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and disclosures.
The Company considers the applicability and impact of all ASUs issued by the FASB. The Company determined at this time that all other ASUs issued but not yet adopted are either not applicable or are expected to have a minimal impact on its financial position and results of operations.
Note 2. Net (Loss) Income Per Share of Common Stock
The following table presents the computation of basic and diluted net (loss) income per share:
| Three Months Ended | Nine Months Ended | |||
|---|---|---|---|---|
| (In thousands, except per share amounts) | March 27,2026 | March 28,2025 | March 27,2026 | March 28,2025 |
| Numerator: | ||||
| Net (loss) income | $(2,065) | $3,528 | $3,815 | $(3,856) |
| Denominator: | ||||
| Weighted-average shares outstanding, basic | 12,918 | 12,689 | 12,844 | 12,672 |
| Effect of potentially dilutive equivalent shares | — | 149 | 186 | — |
| Weighted-average shares outstanding, diluted | 12,918 | 12,838 | 13,030 | 12,672 |
| Net (loss) income per share of common stock outstanding: | ||||
| Basic | $(0.16) | $0.28 | $0.30 | $(0.30) |
| Diluted | $(0.16) | $0.27 | $0.29 | $(0.30) |
The following table summarizes the weighted-average equity awards that were excluded from the diluted net (loss) income per share calculations since they were anti-dilutive:
| Three Months Ended | Nine Months Ended | |||
|---|---|---|---|---|
| (In thousands) | March 27,2026 | March 28,2025 | March 27,2026 | March 28,2025 |
| Stock options | 288 | 308 | 270 | 374 |
| Restricted stock units and performance stock units | 173 | 395 | 54 | 200 |
| Total shares of common stock excluded | 461 | 703 | 324 | 574 |
Note 3. Revenue Recognition
Contract Balances
| (In thousands) | March 27,2026 | June 27,2025 |
|---|---|---|
| Contract assets | ||
| Accounts receivable, net | $187,624 | $180,321 |
| Unbilled receivables | 85,260 | 105,870 |
| Capitalized commissions | 2,494 | 3,921 |
| Contract liabilities | ||
| Advance payments and unearned revenue | $67,845 | $73,735 |
| Unearned revenue, long-term | 9,724 | 8,063 |
Significant changes in contract balances may arise as a result of recognition over time for services, transfer of control for equipment, and periodic payments (both in arrears and in advance).
From time to time, the Company may experience unforeseen events that could result in a change to the scope or price associated with an arrangement. When such events occur, the transaction price and measurement of progress for the performance obligation are updated and this change is recognized as a cumulative catch-up to revenue. Because of the nature and type of contracts, the timeframe to completion and satisfaction of current and future performance obligations can shift; however, this will have no impact on the Company’s future obligation to bill and collect.
As of March 27, 2026, the Company reported $77.6 million in advance payments and unearned revenue and long-term unearned revenue, of which approximately 85% is expected to be recognized as revenue in the next twelve months and the remainder thereafter. Approximately $9.6 million and $56.8 million of revenue was recognized during the three and nine months ended March 27, 2026, respectively, which was included in advance payments and unearned revenue at June 27, 2025.
Remaining Performance Obligations
The aggregate amount of transaction price allocated to unsatisfied (or partially unsatisfied) performance obligations was approximately $136.1 million at March 27, 2026 relating to long-term field service projects. Of this amount, approximately 50% is expected to be recognized as revenue during the next 12 months, with the remaining amount to be recognized thereafter.
Note 4. Balance Sheet Components
Cash, Cash Equivalents, and Restricted Cash
The following provides a summary of cash, cash equivalents, and restricted cash reported within the unaudited condensed consolidated balance sheets that reconciles to the corresponding amount in the unaudited condensed consolidated statement of cash flows:
| (In thousands) | March 27,2026 | June 27,2025 |
|---|---|---|
| Cash and cash equivalents | $78,129 | $59,690 |
| Restricted cash included in long-term other assets | 2,117 | 2,323 |
| Total cash, cash equivalents, and restricted cash | $80,246 | $62,013 |
Inventories
| (In thousands) | March 27,2026 | June 27,2025 |
|---|---|---|
| Finished products | $44,854 | $55,972 |
| Raw materials and supplies | 26,674 | 26,273 |
| Customer service inventories | 1,081 | 1,734 |
| Total inventories | $72,609 | $83,979 |
| Consigned inventories included within raw materials and supplies | $21,098 | $21,047 |
The Company records charges to adjust inventories due to excess and obsolete inventory resulting from lower sales forecasts, product transitioning or discontinuance. The charges incurred during the three and nine months ended March 27, 2026 and March 28, 2025 were included in cost of product sales as follows:
| Three Months Ended | Nine Months Ended | |||
|---|---|---|---|---|
| (In thousands) | March 27,2026 | March 28,2025 | March 27,2026 | March 28,2025 |
| Excess and obsolete inventory | $428 | $565 | $913 | $1,178 |
| Customer service inventory write-downs | 111 | 215 | 201 | 678 |
| Total charges | $539 | $780 | $1,114 | $1,856 |
Property, Plant and Equipment, net
| (In thousands) | March 27,2026 | June 27,2025 |
|---|---|---|
| Buildings and leasehold improvements | $2,086 | $2,086 |
| Software and equipment | 81,706 | 77,566 |
| Total property, plant and equipment, gross | 83,792 | 79,652 |
| Less: accumulated depreciation | (64,802) | (62,199) |
| Total property, plant and equipment, net | $18,990 | $17,453 |
Included in the total property, plant and equipment, gross were $12.5 million and $10.3 million of assets in progress which have not been placed in service as of March 27, 2026 and June 27, 2025, respectively.
Depreciation expense related to property, plant and equipment was $0.7 million and $1.2 million for the three months ended March 27, 2026 and March 28, 2025, respectively. Depreciation expense related to property, plant and equipment was $2.1 million and $4.0 million for the nine months ended March 27, 2026 and March 28, 2025, respectively.
Accrued Expenses
| (In thousands) | March 27,2026 | June 27,2025 |
|---|---|---|
| Taxes | $11,818 | $12,467 |
| Compensation and benefits | 10,261 | 9,929 |
| Project costs | 6,851 | 4,573 |
| Warranties | 3,281 | 3,352 |
| Professional fees | 1,256 | 1,412 |
| Commissions | 1,614 | 1,311 |
| Other | 5,001 | 5,853 |
| Total accrued expenses | $40,082 | $38,897 |
The Company accrues for the estimated cost to repair or replace products under warranty. Changes in the warranty liability were as follows:
| Three Months Ended | Nine Months Ended | |||
|---|---|---|---|---|
| (In thousands) | March 27,2026 | March 28,2025 | March 27,2026 | March 28,2025 |
| Balance as of the beginning of the period | $3,283 | $3,926 | $3,352 | $2,996 |
| Warranty provision recorded during the period | 269 | 230 | 1,124 | 1,488 |
| Assumed in acquisition | — | — | — | 406 |
| Consumption during the period | (271) | (406) | (1,195) | (1,140) |
| Balance as of the end of the period | $3,281 | $3,750 | $3,281 | $3,750 |
Advance Payments and Unearned Revenue
| (In thousands) | March 27,2026 | June 27,2025 |
|---|---|---|
| Advance payments | $17,940 | $11,812 |
| Unearned revenue | 49,905 | 61,923 |
| Total advance payments and unearned revenue | $67,845 | $73,735 |
Excluded from the balances above are $9.7 million and $8.1 million in long-term unearned revenue as of March 27, 2026 and June 27, 2025, respectively.
Note 5. 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. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs in measuring fair value and established a three-level fair value hierarchy that prioritizes the observable inputs used to measure fair value. The three levels of inputs used to measure fair value are as follows:
Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities;
Level 2 — Observable market-based inputs or observable inputs that are corroborated by market data; and
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The estimated fair values and valuation input levels of assets and liabilities that are measured at fair value on a recurring basis as of March 27, 2026 and June 27, 2025 were as follows:
| (In thousands) | March 27, 2026 | June 27, 2025 | Valuation Inputs |
|---|---|---|---|
| Assets: | |||
| Cash and cash equivalents: | |||
| Money market funds | $811 | $2,782 | Level 1 |
| Bank certificates of deposit | 4,084 | 3,660 | Level 2 |
| Marketable securities | 1,288 | 453 | Level 1 |
Items are classified within Level 1 if quoted prices are available in active markets. The Company’s Level 1 items are primarily money market funds and marketable securities. As of March 27, 2026 and June 27, 2025, the money market funds were valued at $1.00 net asset value per share.
Items are classified within Level 2 if the observable inputs to quoted market prices, benchmark yields, reported trades, broker/dealer quotes or alternative pricing sources are available with reasonable levels of price transparency. The Company’s bank certificates of deposit are classified within Level 2. The carrying value of bank certificates of deposit approximates their fair value. The Company did not have any recurring assets or liabilities that were valued using significant unobservable inputs.
Note 6. Credit Facility and Debt
The Company entered into a Secured Credit Facility Agreement (the “Credit Facility”), dated May 9, 2023, amended as of November 22, 2023, October 18, 2024 and August 28, 2025, with Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing lender and Wells Fargo Securities LLC, Citigroup Global Markets Inc., and Regions Capital Markets as lenders. On August 28, 2025, the Company entered into an amendment under the Credit Facility to increase the Term Loan and Revolver commitments by $20 million for each instrument. The Credit Facility provides for a $95.0 million revolving credit facility (the “Revolver”) and a $95.0 million Term Loan Facility (the “Term Loan”) with a maturity date of October 18, 2029. The $95.0 million Revolver can be borrowed with a $20.0 million sub-limit for letters of credit, and a $10.0 million swingline loan sub-limit.
In November 2023, the Company borrowed $50.0 million against the Term Loan to primarily settle the cash portion of the consideration associated with the NEC Transaction (as defined below). See Note 11. Acquisitions for further information.
As of March 27, 2026, the available credit under the Revolver was $71.3 million, reflecting the available limit of $95 million less outstanding borrowings of $15 million and outstanding letters of credit of $8.7 million. The Company borrowed and repaid $75.0 million against the Revolver during the nine months ended March 27, 2026. The Company borrowed $20.0 million and repaid $3.2 million against the Term Loan during the nine months ended March 27, 2026.
The following summarizes the Company’s outstanding long-term debt as of March 27, 2026:
| (In thousands) | |
|---|---|
| Revolver | $15,000 |
| Term loan | 89,883 |
| Less: unamortized deferred financing costs | (620) |
| Total debt | 104,263 |
| Less: current portion of long-term debt | (5,595) |
| Total long-term debt | $98,668 |
Outstanding borrowings under the Credit Facility bear interest at either: (a) Adjusted Term Secured Overnight Financing Rate (“SOFR”) plus the applicable margin; or (b) the Base Rate plus the applicable margin. The pricing levels for interest rate margins are determined based on the Consolidated Total Leverage Ratio as determined and adjusted quarterly. As of March 27, 2026, the applicable margin on Adjusted Term SOFR and Base Rate borrowings was 2.75% and 1.75%, respectively. The effective rate of interest on the outstanding Term Loan borrowings as of March 27, 2026 was 6.5%.
The Credit Facility requires the Company and its subsidiaries to maintain a fixed charge coverage ratio to be greater than 1.25 to 1.00 as of the last day of any fiscal quarter of the Company. The Credit Facility also requires that the Company maintain a maximum leverage ratio of 3.00 times EBITDA, with a step-down to 2.75 times EBITDA after four full quarters, and 2.50 times EBITDA after eight full quarters. The current maximum leverage ratio requirement is 2.75 times EBITDA. The Credit Facility contains customary affirmative and negative covenants, including, among others, covenants limiting the ability of the Company and its subsidiaries to dispose of assets, permit a change in control, merge or consolidate, make acquisitions, incur indebtedness, grant liens, make investments, make certain restricted payments, and enter into transactions with affiliates, in each case subject to customary exceptions. As of March 27, 2026, the Company was in compliance with all financial covenants contained in the Credit Facility.
As of March 27, 2026, scheduled maturities of outstanding long-term debt by fiscal year are as follows:
| (In thousands) | |
|---|---|
| Remainder of 2026 | $1,152 |
| 2027 | 6,914 |
| 2028 | 10,371 |
| 2029 | 11,523 |
| 2030 | 74,923 |
| Total | $104,883 |
Note 7. Restructuring
The following table summarizes restructuring related activities during the nine months ended March 27, 2026:
| (In thousands) | Employee Severance and Benefits | Facilities and Other | Total |
|---|---|---|---|
| Balance as of June 27, 2025 | $1,757 | $— | $1,757 |
| Cash payments | (687) | — | (687) |
| Balance as of September 26, 2025 | $1,070 | $— | $1,070 |
| Charges, net | — | 21 | 21 |
| Cash payments | (626) | (21) | (647) |
| Balance as of December 26, 2025 | $444 | $— | $444 |
| Charges, net | — | 323 | 323 |
| Cash payments | (284) | (323) | (607) |
| Balance as of March 27, 2026 | $160 | $— | $160 |
As of March 27, 2026, the accrued restructuring balance of $0.2 million was included in other current liabilities on the unaudited condensed consolidated balance sheets. Included in the above were positions identified for termination that have not been executed from a restructuring perspective.
Fiscal 2025 Plans
During fiscal 2025, the Company’s Board of Directors approved restructuring plans, primarily associated with reductions in workforce in certain of the Company’s operations to optimize skill sets and align cost structure. The fiscal 2025 plans are expected to be completed through the end of fiscal 2026.
Note 8. Stockholders’ Equity
Stock Repurchase Program
In November 2021, the Company’s Board of Directors approved a stock repurchase program to purchase up to $10.0 million of the Company’s common stock. As of March 27, 2026, $5.8 million remains available and Aviat may choose to suspend or discontinue the repurchase program at any time. Repurchased shares are recorded as treasury stock. During the third quarter of fiscal 2026, the Company repurchased 20,180 shares of its common stock in the open market for an aggregate purchase price, including commissions, of $0.5 million.
Stock Incentive Programs
As of March 27, 2026, the Company hadone active stock incentive plan for its employees and non-employee directors, the 2018 Incentive Plan (the “2018 Plan”). The 2018 Plan provides for the issuance of share-based awards in the form of stock options, stock appreciation rights, restricted stock awards and units, and performance share awards and units.
Under the 2018 Plan, option exercise prices are equal to the fair market value of Aviat common stock on the date the options are granted using the closing stock price. After vesting, options generally may be exercised within seven years after the date of grant.
Restricted stock units are not transferable until vested and the restrictions lapse upon the achievement of continued employment or service over a specified time period. Restricted stock units issued to employees generally vest three years from the date of grant (three-year cliff or annually over three years). Restricted stock units issued annually to non-executive board members generally vest on the day before the annual stockholders’ meeting.
Vesting of performance share awards and units is subject to the achievement of predetermined financial performance and share price criteria, and continued employment through the end of the applicable period.
During the nine months ended March 27, 2026, the Company granted 234,225 restricted stock units and 128,629 performance share awards.
The Company recognizes compensation cost for share-based payment awards on a straight-line basis over the requisite service period. For awards with a performance condition vesting feature, share-based compensation costs are recognized when achievement of the performance conditions is considered probable. Forfeitures are recognized as they occur.
Total compensation expense for share-based awards included in the unaudited condensed consolidated statements of operations was as follows:
| Three Months Ended | Nine Months Ended | |||
|---|---|---|---|---|
| (In thousands) | March 27,2026 | March 28,2025 | March 27,2026 | March 28,2025 |
| By Expense Category: | ||||
| Cost of revenues | $37 | $(1) | $105 | $214 |
| Research and development | 35 | 149 | 98 | 456 |
| Selling and administrative | 1,508 | 1,840 | 4,280 | 4,956 |
| Total share-based compensation expense | $1,580 | $1,988 | $4,483 | $5,626 |
| By Type of Award: | ||||
| Options | $140 | $240 | $472 | $842 |
| Restricted stock and performance share awards and units | 1,440 | 1,748 | 4,011 | 4,784 |
| Total share-based compensation expense | $1,580 | $1,988 | $4,483 | $5,626 |
As of March 27, 2026, there was approximately $0.2 million of total unrecognized compensation expense related to non-vested stock options granted which is expected to be recognized over a weighted-average period of 0.42 years. As of March 27, 2026, there was $9.5 million of total unrecognized compensation expense related to non-vested stock awards which is expected to be recognized over a weighted-average period of 1.82 years.
Note 9. Segment and Geographic Information
Aviat operates inone reportable business segment: the design, manufacturing, and sale of a range of wireless networking and access networking products, solutions, and services. Aviat conducts business globally and its sales and support activities are managed on a geographic basis. The Company’s Chief Executive Officer (“CEO”) is the Chief Operating Decision Maker (the “CODM”). The CODM manages the business primarily by function globally and reviews financial information on a consolidated basis, accompanied by disaggregated information about revenues by geographic region, for purposes of allocating resources and evaluating financial performance. The profitability of geographic regions is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company. Significant segment expenses are not analyzed by segment within the Company’s internal reporting. Significant segment expenses are presented in Aviat’s consolidated statement of operations.
The Company reports revenue by region and country based on the location where its customers accept delivery of products and services. Revenue by region for the three and nine months ended March 27, 2026 and March 28, 2025 was as follows:
| Three Months Ended | Nine Months Ended | |||
|---|---|---|---|---|
| (In thousands) | March 27,2026 | March 28,2025 | March 27,2026 | March 28,2025 |
| North America | $46,165 | $49,402 | $151,713 | $149,589 |
| Africa and the Middle East | 16,446 | 15,086 | 43,868 | 38,210 |
| Europe | 10,333 | 9,429 | 29,318 | 23,376 |
| Latin America and Asia Pacific | 27,059 | 38,723 | 93,896 | 108,091 |
| Total revenue | $100,003 | $112,640 | $318,795 | $319,266 |
Revenue by country comprising more than 10% of total revenue for the three and nine months ended March 27, 2026 and March 28, 2025 was as follows:
| Three Months Ended | Nine Months Ended | |||
|---|---|---|---|---|
| (In thousands) | March 27,2026 | March 28,2025 | March 27,2026 | March 28,2025 |
| United States | $45,613 | $46,161 | $147,902 | $136,201 |
| Other international | 54,390 | 66,479 | 170,893 | 183,065 |
| Total revenue | $100,003 | $112,640 | $318,795 | $319,266 |
Long-lived assets, consisting primarily of net property, plant and equipment and operating lease right-of-use assets, by geographic areas based on physical location as of March 27, 2026 and June 27, 2025 were as follows:
| (In thousands) | March 27,2026 | June 27,2025 |
|---|---|---|
| United States | $4,658 | $6,074 |
| Slovenia | 9,028 | 7,760 |
| New Zealand | 2,606 | 1,598 |
| Singapore | 2,552 | 2,263 |
| Other countries | 2,360 | 2,871 |
| Total | $21,204 | $20,566 |
Note 10. Income Taxes
The Company’s effective tax rate varies from the U.S. federal statutory rate of 21% primarily due to state taxes, losses in certain jurisdictions for which no tax benefit can be recognized, stock-based compensation and foreign operations that are subject to income taxes at different statutory rates. During interim periods, tax expense or benefit are accrued for jurisdictions that are anticipated to be profitable for fiscal 2026.
The determination of income taxes for the nine months ended March 27, 2026 and March 28, 2025 was based on the Company’s estimated annual effective tax rate adjusted for losses in certain jurisdictions for which no tax benefit can be recognized. The tax expense for the nine months ended March 27, 2026 was primarily related to U.S. and profitable foreign subsidiaries. The tax benefit for the nine months ended March 28, 2025 was primarily resulting from year-to-date losses.
The Company files income tax returns in the U.S., Singapore, and various state and foreign jurisdictions. The Company is currently under examination in Singapore for fiscal years 2015-2021 and in various other foreign jurisdictions. The Company remains subject to potential audits in the U.S. for fiscal years after 2021, and in Singapore for fiscal years after 2014. Additionally, all net operating losses and tax credits generated to date in these two jurisdictions are subject to adjustment.
The Company continues to have a valuation allowance against certain foreign deferred tax assets. However, given the Company’s current earnings and anticipated future earnings outside of the United States, the Company believes there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow the Company to conclude a significant portion of this valuation allowance will no longer be needed. Release of the valuation allowance would result in recognition of certain deferred tax assets, and a decrease to income tax expense for the period the release is recorded. However, the exact timing and amount of the valuation release are subject to change on the basis of the level of profitability that the Company is able to achieve.
Interest and penalties related to unrecognized tax benefits are accounted for as part of the provision for federal, foreign, and state income taxes. Such interest expense was not material for the nine months ended March 27, 2026 and March 28, 2025.
On March 11, 2021, the U.S. enacted the American Rescue Plan Act of 2021 (“ARPA”) which expands Section 162(m) to cover the next five most highly compensated employees for the taxable year, in addition to the “covered employees” effective for taxable years beginning after December 31, 2026. The Company will continue to examine the elements of the ARPA and the impact it may have on future business.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted. At this time the Company does not expect a material effect on our consolidated financial statements, but will continue to examine the impacts of OBBBA on current and future business.
Note 11. Acquisitions
4RF Limited
On July 2, 2024, the Company acquired 4RF Limited (“4RF”), a New Zealand company. Aviat purchased all of the issued and outstanding shares of 4RF in an all-cash transaction for $18.2 million, net of $1.2 million cash acquired. 4RF is a leading provider of industrial wireless access solutions, including narrowband point-to-point/multi-point radios and Private LTE and 5G routers. The acquisition of 4RF allows Aviat to expand its product offering for the global industrial wireless access markets including Private LTE/5G.
The 4RF acquisition was accounted for as a business combination using the acquisition method of accounting. During the fourth quarter of fiscal 2025, the Company finalized purchase accounting adjustments for the valuation of intangible and tangible assets acquired. The fair value of the acquired intangible assets are based on estimates and assumptions that are considered reasonable to the Company.
A summary of the finalized purchase price allocation is as follows:
| (In thousands) | |
|---|---|
| Cash and cash equivalents | $1,215 |
| Accounts receivable, net | 2,575 |
| Inventories | 5,123 |
| Property, plant and equipment, net | 235 |
| Identifiable finite-lived intangible assets: | |
| Customer relationships | 7,100 |
| Technology | 1,800 |
| Trade names | 300 |
| Other assets | 4,647 |
| Accounts payable | (5,104) |
| Advance payments and unearned revenue | (323) |
| Other liabilities | (2,202) |
| Goodwill | 3,999 |
| Net assets acquired | $19,365 |
The final purchase price allocation was updated during the fourth quarter of fiscal 2025 for certain measurement period adjustments based on revised estimates of fair value, which primarily resulted in a $1.7 million decrease to inventories, a $1.1 million increase in other assets, a $0.4 million increase in identifiable intangible assets and a $0.3 million increase to goodwill. The goodwill from this acquisition is non-deductible for tax purposes.
NEC’s Wireless Transport Business
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.
Prior to the acquisition date, NEC was a leader in wireless backhaul networks with an extensive installed base of their Pasolink series products. The completion of the NEC Transaction increases the scale of Aviat, enhances the Company’s product portfolio with a greater capability to innovate, and creates a more diversified business. The results of operations of the NEC Transaction have been included in the consolidated financial statements since the date of acquisition.
The fair value of the consideration transferred at the closing of the NEC Transaction was comprised of (i) cash of $32.2 million, and (ii) the issuance of 736,750 shares or $22.3 million of common stock of the Company. The fair value of the shares issued was determined based on the closing market price of the Company’s common stock on the acquisition date.
Aggregate consideration transferred at closing was approximately $54.5 million, which was subject to certain post-closing adjustments. The Company funded the cash portion of the consideration with Term Loan borrowings under its Credit Facility. Refer to Note 6. Credit Facility and Debt for further information.
In the second and fourth quarters of fiscal 2025, the Company transferred consideration of $5.8 million and $12.7 million, respectively, to settle the post-closing working capital adjustment.
Note 12. Commitments and Contingencies
Purchase Orders and Other Commitments
From time to time in the normal course of business, the Company may enter into purchasing agreements with its suppliers that require the Company to accept delivery of and remit full payment for (i) finished products that it has ordered, (ii) finished products that it requested be held as safety stock, and (iii) work in process started on its behalf, in the event it cancels or terminates the purchasing agreement. Because these agreements do not specify fixed or minimum quantities, do not specify minimum or variable price provisions, and do not specify the approximate timing of the transaction, and the Company has no present intention to cancel or terminate any of these agreements, the Company currently does not believe that it has any future liability under these agreements. As of March 27, 2026, the Company had outstanding purchase obligations with its suppliers or contract manufacturers of $43.3 million. In addition, the Company had purchase obligations of approximately $5.9 million associated with software as a service and software maintenance support.
Financial Guarantees and Commercial Commitments
Guarantees issued by banks, insurance companies, or other financial institutions are contingent commitments issued to guarantee performance under borrowing arrangements, such as bank overdraft facilities, tax and customs obligations, and similar transactions, or to ensure 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 totwo years or less. As of March 27, 2026, the Company had no guarantees applicable to its debt arrangements.
The Company has entered into commercial commitments in the normal course of business including surety bonds, standby letters of credit agreements, and other arrangements with financial institutions primarily relating to the guarantee of future performance on certain contracts to provide products and services to customers. As of March 27, 2026, the Company had commercial commitments outstanding of $36.0 million, that were not recorded on the unaudited condensed consolidated balance sheets. The Company does not believe, based on historical experience and information currently available, that it is probable that any significant amounts will be required to be paid on these performance guarantees in the future.
The following table presents details of the Company’s commercial commitments:
| (In thousands) | March 27,2026 |
|---|---|
| Letters of credit | $8,698 |
| Bonds | 27,312 |
| $36,010 |
Indemnifications
Under the terms of substantially all of the Company’s license agreements, it has agreed to defend and pay any final judgment against its customers arising from claims against such customers that the Company’s products infringe the intellectual property rights of a third party. As of March 27, 2026, the Company has not received any notice that any customer is subject to an infringement claim arising from the use of its products; the Company has not received any request to defend any customers from infringement claims arising from the use of its products; and the Company has not paid any final judgment on behalf of any customer related to an infringement claim arising from the use of its products. Because the outcome of infringement disputes is related to the specific facts of each case and given the lack of previous or current indemnification claims, the Company cannot estimate the maximum amount of potential future payments, if any, related to its indemnification provisions. As of March 27, 2026, the Company had not recorded any liabilities related to these indemnifications.
Legal Proceedings
The Company is subject from time to time to disputes with customers concerning its products and services. From time to time, the Company may be involved in various other legal claims and litigation that arise in the normal course of its operations. The Company is aggressively defending all current litigation matters. Although there can be no assurances and the outcome of these matters is currently not determinable, the Company currently believes that none of these claims or proceedings are likely to have a material adverse effect on its financial position. There are many uncertainties associated with any litigation and these actions or other third-party claims against the Company may cause it to incur costly litigation and/or substantial settlement charges. As a result, the Company’s business, financial condition, results of operations, and cash flows could be adversely affected. The actual liability in any such matters may be materially different from the Company’s estimates, if any.
On August 13, 2025 and October 21, 2025, NEC issued letters of arbitration to the Company originally demanding $19 million of additional component purchases, which the Company believes is unfounded and not required under the Manufacturing Supply Agreement (“MSA”). NEC further demanded the escrow under the Purchase Agreement which Aviat counter-claimed for the same escrow funds. The NEC arbitration letters also included a demand for payment of the outstanding accounts payable balances which are reflected in Accounts payable of the Company’s consolidated balance sheets and disclosed in Note 14. Related Party Transactions. As of March 27, 2026, the Company cannot predict the outcome of these matters and is asserting certain counterclaims and continues to work through the arbitration process. As such, no loss accrual is deemed necessary. The Company will continue to evaluate the proceedings and the expected outcome of this matter.
The Company records accruals for its outstanding legal proceedings, investigations or claims when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. The Company evaluates, at least on a quarterly basis, developments in legal proceedings, investigations or claims that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable. The Company has not recorded any significant accrual for loss contingencies associated with such legal claims or litigation discussed above.
Contingent Liabilities
The Company records a loss contingency as a charge to operations when (i) it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements; and (ii) the amount of the loss can be reasonably estimated. Disclosure in the notes to the financial statements is required for loss contingencies that do not meet both conditions if there is a reasonable possibility that a loss may have been incurred. Gain contingencies are not recorded until realized. The Company expenses all legal costs incurred to resolve regulatory, legal and tax matters as incurred.
In March 2016, an enforcement action by the Indian Department of Revenue, Ministry of Finance was brought against Aviat’s subsidiary Aviat Networks (India) Private Limited (“Aviat India”) relating to the non-realization of intercompany receivables and non-payment of intercompany payables, which originated from 1999 to 2012, within the time frames dictated by the Indian regulations under the Foreign Exchange Management Act. In November 2017, the Indian Department of Revenue, Ministry of Finance also initiated a similar action against Telsima Communications Private Limited (“Telsima India”), a subsidiary of the Company, relating to the non-realization of intercompany receivables and non-payment of intercompany payables which originated from the period prior to the acquisition of Telsima India in February 2009. In September 2019, the directors of Aviat India appeared before the Ministry of Finance Enforcement Directorate. The Company appeared before the Joint Director of Enforcement to review the transactions at issue in March 2024, and again on May 22, 2025 to provide additional information. No subsequent hearing date has been scheduled as of March 27, 2026. The Company has accrued an immaterial amount representing the estimated probable loss for which it would settle the matter. The Company currently cannot form an estimate of the range of loss in excess of its amounts already accrued. If the outcome of this matter is greater than the current immaterial amount accrued, the Company intends to dispute it vigorously.
Periodically, the Company reviews the status of each significant matter to assess the potential financial exposure. If a potential loss is considered probable and the amount can be reasonably estimated, the estimated loss is reflected in the 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 the consolidated financial statements.
As additional information becomes available, the Company will reassess the potential liability related to its pending claims and litigation and may revise estimates accordingly. Such revisions in the estimates of the potential liabilities could have a material impact on the Company’s results of operations and financial position.
Note 13. Goodwill and Intangible Assets
The following presents details of goodwill and intangible assets:
| (In thousands) | March 27,2026 | June 27,2025 |
|---|---|---|
| Goodwill | $19,473 | $19,655 |
The Company performs its annual goodwill impairment test on the first day of its fourth fiscal quarter. No indicators of impairment were identified during the current period that required the Company to perform an interim assessment or recoverability test.
| (In thousands, except useful life) · Useful life in Years · March 27,2026 · June 27,2025 | |||||
|---|---|---|---|---|---|
| Intangible assets: | |||||
| Technology | 7 | $4,916 | $4,998 | ||
| Patents | 10 | 690 | 690 | ||
| Customer relationships | 10 — 15 | 23,700 | 24,022 | ||
| Trade names | 3 — 16 | 1,616 | 1,630 | ||
| Total gross intangible assets | $30,922 | $31,340 | |||
| Accumulated amortization | (6,527) | (4,443) | |||
| Total net intangible assets | $24,395 | $26,897 | |||
Amortization of finite-lived intangibles was $0.7 million and $0.7 million for the three months ended March 27, 2026 and March 28, 2025, respectively. Amortization of finite-lived intangibles was $2.1 million and $2.0 million for the nine months ended March 27, 2026 and March 28, 2025, respectively, and is included in selling and administrative expenses. There wereno impairment charges recorded for the three and nine months ended March 27, 2026.
As of March 27, 2026, the estimated future amortization expense of finite-lived intangible assets is as follows (in thousands):
| Remainder of 2026 | $711 |
| 2027 | 2,843 |
| 2028 | 2,748 |
| 2029 | 2,748 |
| 2030 | 2,748 |
| Thereafter | 12,597 |
| Total | $24,395 |
Note 14. Related Party Transactions
NEC Corporation
On November 30, 2023, the Company completed the NEC Transaction. See Note 11. Acquisitions for further information. A portion of the total consideration in the NEC Transaction included the issuance of 736,750 shares in Company common stock to NEC. The Company and NEC entered into a Registration Rights and Lock-Up Agreement, restricting NEC’s ability to transfer shares (the “Lock-Up”), except for certain limited exceptions as provided in the Registration Rights and Lock-Up Agreement, until one day after the one-year anniversary of the acquisition date (the “Initial Lock-Up Expiration Date”). Starting one day after the Initial Lock-Up Expiration Date, one-twelfth of the issued shares shall be released from the Lock-Up each month, such that all issued shares shall be released from Lock-Up by thetwo-year anniversary of the acquisition date. The Lock-Up expired on November 30, 2025. As of March 27, 2026, NEC held approximately 5.7% of the Company’s outstanding common stock.
In connection with the closing of the NEC Transaction and as of the acquisition date, the Company and NEC entered into agreements covering the performance of certain post-closing services and licensing arrangements. The agreements include arrangements covering manufacturing services and product supply, transition services, distribution services, research and development services, and licensing of trademark and intellectual property (“IP”). The transition services are complete.
The Manufacturing and Supply Agreement included arrangements for NEC to manufacture and supply Pasolink products on behalf of and to the Company and its customers. The licensing agreements include arrangements where the Company will grant NEC a non-exclusive license to certain Pasolink trademarks in Japan, and NEC will grant the Company a non-exclusive, worldwide (excluding Japan) license to certain NEC IP, including mobile backhaul-related patents. The licensing agreements are royalty-free and perpetual.
A summary of the related party activity between the Company and NEC is as follows:
| Three Months Ended | Nine Months Ended | |||
|---|---|---|---|---|
| (In thousands) | March 27,2026 | March 28,2025 | March 27,2026 | March 28,2025 |
| Transition services received | $— | $1,131 | $— | $3,026 |
| Research and development services received | — | — | — | 5,401 |
| Purchase of inventories | 13 | 12,407 | 7,680 | 35,746 |
The Company’s outstanding related party balances with NEC included in the unaudited condensed consolidated balance sheets are as follows:
| (In thousands) | March 27,2026 | June 27,2025 |
|---|---|---|
| Accounts receivable, net | $4,052 | $8,223 |
| Accounts payable | 24,865 | 41,670 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.