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0001377789false00013777892024-05-012024-05-010001377789us-gaap:CommonStockMember2024-05-012024-05-010001377789us-gaap:PreferredStockMember2024-05-012024-05-01

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 1, 2024
_______________________
AVIAT NETWORKS, INC.
(Exact name of registrant as specified in its charter)
______________________________________
Delaware
001-33278
20-5961564
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
200 Parker Dr., Suite C100A, Austin, Texas 78728
(Address of principal executive offices, including zip code)
(408)-941-7100
Registrant’s telephone number, including area code
______________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share AVNW NASDAQ Stock Market LLC
Preferred Share Purchase Rights NASDAQ Stock Market LLC

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




Item 2.02     Results of Operations and Financial Condition

On May 1, 2024, Aviat Networks, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter and nine months ended March 29, 2024. A copy of the press release is filed as Exhibit 99.1 to this report. The Company also posted to its website an Investor Presentation with respect to its third quarter ended March 29, 2024.
The information in this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
The press release and Investor Presentation refer to certain non-GAAP financial measures. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in Exhibit 99.1 of this report.

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



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AVIAT NETWORKS, INC.
Date: May 1, 2024
By:
/s/ David M. Gray
Name:
David M. Gray
Title:
Senior Vice President and Chief Financial Officer

EX-99.1 2 q3fy24pressreleaseavnw.htm EX-99.1 Document

aviatlogoa05a.jpg

www.aviatnetworks.com

Aviat Networks Announces Fiscal 2024 Third Quarter and Nine Month Financial Results

Total Revenue of $111.6 million; Up 33.7% Year-Over-Year
Adjusted EBITDA of $12.0 million; Up 11.1% Year-Over-Year
Cash from Operations of $15.3 million in current quarter, $22.2 million year-to-date

AUSTIN, Texas, May 1, 2024 -- Aviat Networks, Inc. (“Aviat Networks,” “Aviat,” or the “Company”), (Nasdaq: AVNW), the leading expert in wireless transport and access solutions, today reported financial results for its fiscal 2024 third quarter ended March 29, 2024.

Third Quarter Highlights
•Grew core Aviat revenue by 7%, driven by strong international sales and private network growth
•Achieved 15th consecutive quarter of growth in both revenue and Adjusted EBITDA on a trailing twelve-month basis
•Generated positive free cash flow in the quarter from both the core Aviat and Pasolink businesses
•Secured first India microwave backhaul radio orders adding an addressable segment of $200 million

Third Quarter Financial Highlights

•Total Revenues: $111.6 million, up 33.7% from the same quarter last year
•GAAP Results: Gross Margin 32.7%; Operating Expenses $31.5 million; Operating Income $5.0 million; Net Income $3.4 million; Net Income per diluted share (“Net Income per share”) $0.27
•Non-GAAP Results: Adjusted EBITDA $12.0 million; Gross Margin 35.2%; Operating Expenses $28.5 million; Operating Income $10.8 million; Net Income $9.4 million; Net Income per share $0.73
•Net cash and marketable securities: $59.2 million; cash net of debt: $10.2 million

“This quarter Aviat achieved continued organic revenue and profitability growth,” said Pete Smith, President and Chief Executive Officer of Aviat Networks. “We focused on our customers’ needs and maintained discipline on our costs.”
Mr. Smith continued, “The company continues to integrate the recently acquired Pasolink business. We are currently ahead of plan from a profitability and cash flow standpoint and are set to exceed our planned internal rate of return for the acquisition.”
Fiscal 2024 Third Quarter and Nine Months Ended March 29, 2024
Revenues
The Company reported total revenues of $111.6 million for its fiscal 2024 third quarter, compared to $83.5 million in the fiscal 2023 third quarter, an increase of $28.1 million or 33.7%. North America revenue of $44.4 million decreased by $(1.7) million or (3.6)%, compared to $46.1 million in the prior year due to the near completion of a large tier 1 project. International revenue of $67.2 million increased by $29.8 million or 79.6%, compared to $37.4 million in the prior year. This growth was due to the addition of the Pasolink business and strong core Aviat revenues in Latin America and Asia Pacific regions.
For the nine months ended March 29, 2024, revenue increased by 15.2% to $294.2 million, compared to $255.4 million in the same period of fiscal 2023. North America revenue of $151.2 million increased by $4.3 million or 2.9%, compared to $147.0 million in the same period of fiscal 2023. International revenue of $143.0 million increased by $34.5 million or 31.8% as compared to $108.5 million in the same period of fiscal 2023.
Gross Margins
In the fiscal 2024 third quarter, the Company reported GAAP gross margin of 32.7% and non-GAAP gross margin of 35.2%. This compares to GAAP gross margin of 35.7% and non-GAAP gross margin of 35.9% in the fiscal 2023 third quarter, a decrease of (300) and (70) basis points, respectively. The decrease was driven by expected near term dilution from the Pasolink business.
For the nine months ended March 29, 2024, the Company reported GAAP gross margin of 35.8% and non-GAAP gross margin of 36.8%. This compares to GAAP gross margin of 35.8% and non-GAAP gross margin of 36.0% in the same period of fiscal 2023. GAAP gross margin was flat to the prior year comparison period, and non-GAAP gross margin increased 80 basis points.
Operating Expenses
The Company reported GAAP total operating expenses of $31.5 million for the fiscal 2024 third quarter, compared to $22.3 million in the fiscal 2023 third quarter, an increase of $9.2 million or 41.0%. Non-GAAP total operating expenses, excluding the impact of restructuring charges, share-based compensation, and merger and acquisition expenses for the fiscal 2024 third quarter were $28.5 million, compared to $20.7 million in the prior year, an increase of $7.8 million or 37.9%.
For the nine months ended March 29, 2024, the Company reported total operating expenses of $89.6 million, compared to $71.4 million in the same period of fiscal 2023, an increase of $18.2 million or 25.5%. Non-GAAP total operating expenses, excluding the impact of restructuring charges, share-based compensation, and merger and acquisition expenses for the nine months ended March 29, 2024 were $74.1 million, as compared to $62.1 million in the same period of fiscal 2023, an increase of $12.0 million or 19.4%.
Operating Income
The Company reported GAAP operating income of $5.0 million for the fiscal 2024 third quarter, compared to $7.5 million in the fiscal 2023 third quarter, a decrease of $(2.5) million or (32.9)%. Operating income decreased primarily due to merger and acquisition related expenses. On a non-GAAP basis, the Company reported operating income of $10.8 million for the fiscal 2024 third quarter, compared to $9.3 million in the prior year, an increase of $1.5 million or 16.2%.
For the nine months ended March 29, 2024, the Company reported GAAP operating income of $15.6 million, as compared to $20.1 million in the same period of fiscal 2023, a decrease of $(4.5) million or (22.5)%. Operating income decreased primarily due to merger and acquisition related expenses. On a non-GAAP basis, the Company reported operating income of $34.2 million, compared to $29.9 million in the same period of fiscal 2023, an increase of $4.3 million or 14.3%.
Income Taxes
The Company reported GAAP income tax expense of $0.6 million in the fiscal 2024 third quarter, compared to $2.2 million in the fiscal 2023 third quarter, a decrease of $(1.6) million or (71.6)%.
For the nine months ended March 29, 2024, the Company reported GAAP income tax expense of $3.6 million compared to $9.1 million in the same period of fiscal 2023, a decrease of $(5.5) million or (60.6)%. The decrease was driven by non-recurrence of a $2.6 million deferred tax liability in the prior year related to legal entity restructuring.
Net Income / Net Income Per Share
The Company reported GAAP net income of $3.4 million in the fiscal 2024 third quarter or GAAP net income per share of $0.27. This compared to GAAP net income of $4.9 million or GAAP net income per share of $0.41 in the fiscal 2023 third quarter. On a non-GAAP basis, the Company reported net income of $9.4 million or non-GAAP net income per share of $0.73, compared to non-GAAP net income of $8.9 million or $0.75 per share in the prior year.
The Company reported GAAP net income of $10.3 million for the nine months ended March 29, 2024, or GAAP net income per fully diluted share of $0.84. This compared to GAAP net income of $8.2 million or $0.69 per share in the comparable fiscal 2023 period. On a non-GAAP basis, the Company reported net income of $31.6 million or net income per share of $2.57 for the nine months ended March 29, 2024, as compared to non-GAAP net income of $28.8 million or $2.43 per share in the comparable fiscal 2023 period.
Adjusted EBITDA
Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”) for the fiscal 2024 third quarter was $12.0 million, compared to $10.8 million in the fiscal 2023 third quarter, an increase of $1.2 million or 11.1%.
For the nine months ended March 29, 2024, the Company reported Adjusted EBITDA of $37.9 million, as compared to $34.4 million in the comparable fiscal 2023 period, an increase of $3.4 million, or 10.0%.
Balance Sheet Highlights
The Company reported $59.2 million in cash and marketable securities as of March 29, 2024, compared to $22.2 million as of June 30, 2023. Accounts receivable and unbilled receivables declined by $14.1 million in the fiscal 2024 third quarter, and inventory declined by $10.0 million. As of March 29, 2024, total debt was $48.9 million, a decrease of $0.6 million from December 29, 2023.

Fiscal 2024 Full Year Outlook
The Company is updating its fiscal 2024 full year guidance as follows:
•Full year Revenue between $408 and $418 million
•Full year Adjusted EBITDA range remains unchanged between $51.0 and $56.0 million

Conference Call Details
Aviat Networks will host a conference call at 5:00 p.m. Eastern Time (ET) today, May 1, 2024, to discuss its financial and operational results for the fiscal 2024 third quarter ended March 29, 2024. Participating on the call will be Peter Smith, President and Chief Executive Officer; David Gray, Sr. Vice President and Chief Financial Officer; and Andrew Fredrickson, Director of Corporate Development and Investor Relations. Following management's remarks, there will be a question and answer period.

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

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

Forward-Looking Statements
The information contained in this document includes forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including Aviat’s beliefs and expectations regarding the transaction with NEC, outlook, business conditions, new product solutions, customer positioning, future orders, bookings, new contracts, cost structure, profitability in fiscal 2024, process improvements, plans and objectives of management, realignment plans and review of strategic alternatives and expectations regarding future revenue, Adjusted EBITDA, operating income of earnings or loss per share. All statements, trend analyses and other information contained herein regarding the foregoing beliefs and expectations, as well as about the markets for the services and products of Aviat and trends in revenue, and other statements identified by the use of forward-looking terminology, including “anticipate,” “believe,” “plan,” “estimate,” “expect,” “goal,” “will,” “see,” “continue,” “delivering,” “view,” and “intend,” or the negative of these terms or other similar expressions, constitute forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, forward-looking statements are based on estimates reflecting the current beliefs, expectations and assumptions of the senior management of Aviat regarding the future of its business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Such forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Forward-looking statements should therefore be considered in light of various important factors, including those set forth in this document. Therefore, you should not rely on any of these forward-looking statements.

Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include the following: disruption the NEC transaction may cause to customers, vendors, business partners and our ongoing business; our ability to integrate the operations of the acquired NEC Corporation businesses with our existing operations and fully realize the expected synergies of the NEC Transaction on the expected timeline; the impact of COVID-19; disruptions relating to the ongoing conflict between Russia and Ukraine and the conflict in Israel and surrounding areas; continued price and margin erosion in
the microwave transmission industry; the impact of the volume, timing, and customer, product, and geographic mix of our product orders; our ability to meet financial covenant requirements; the timing of our receipt of payment; our ability to meet product development dates or anticipated cost reductions of products; our suppliers' inability to perform and deliver on time, component shortages, or other supply chain constraints; the effects of inflation; customer acceptance of new products; the ability of our subcontractors to timely perform; weakness in the global economy affecting customer spending; retention of our key personnel; our ability to manage and maintain key customer relationship; uncertain economic conditions in the telecommunications sector combined with operator and supplier consolidation; our failure to protect our intellectual property rights or defend against intellectual property infringement claims; the results of our restructuring efforts; the effects of currency and interest rate risks; the effects of current and future government regulations; general economic conditions, including uncertainty regarding the timing, pace and extent of an economic recovery in the United States and other countries where we conduct business; the conduct of unethical business practices in developing countries; the impact of political turmoil in countries where we have significant business; our ability to realize the anticipated benefits of any proposed or recent acquisitions; the impact of tariffs, the adoption of trade restrictions affecting our products or suppliers, a United States withdrawal from or significant renegotiation of trade agreements, the occurrence of trade wars, the closing of border crossings, and other changes in trade regulations or relationships; our ability to implement our stock repurchase program or that it will enhance long-term stockholder value; and the impact of adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions.

For more information regarding the risks and uncertainties for Aviat's business, see “Risk Factors” in Aviat's Form 10-K for the fiscal year ended June 30, 2023 filed with the U.S. Securities and Exchange Commission (“SEC”) on August 30, 2023, as well as other reports filed by Aviat with the SEC from time to time. Aviat undertakes no obligation to update publicly any forward-looking statement, whether written or oral, for any reason, except as required by law, even as new information becomes available or other events occur in the future.

Investor Relations:
Andrew Fredrickson
Director, Corporate Development & Investor Relations
Phone: (408) 501-6214
Email: andrew.fredrickson@aviatnet.com



Table 1
AVIAT NETWORKS, INC.
Fiscal Year 2024 Third Quarter Summary
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
  Three Months Ended Nine Months Ended
(In thousands, except per share amounts) March 29,
2024
March 31,
2023
March 29,
2024
March 31,
2023
Revenues:
Product sales $ 70,857  $ 54,811  $ 196,794  $ 175,473 
Services 40,756  28,669  97,421  79,941 
Total revenues 111,613  83,480  294,215  255,414 
Cost of revenues:
Product sales 47,791  35,745  121,775  111,567 
Services 27,288  17,902  67,224  52,340 
Total cost of revenues 75,079  53,647  188,999  163,907 
Gross margin 36,534  29,833  105,216  91,507 
Operating expenses:
Research and development 10,623  6,518  25,441  18,652 
Selling and administrative 21,300  15,842  61,979  49,913 
Restructuring (recovery) charges (417) (23) 2,227  2,855 
Total operating expenses 31,506  22,337  89,647  71,420 
Operating income 5,028  7,496  15,569  20,087 
Interest expense, net 928  122  1,421  210 
Other expense, net 63  306  228  2,540 
Income before income taxes 4,037  7,068  13,920  17,337 
Provision for income taxes 619  2,179  3,607  9,148 
Net income $ 3,418  $ 4,889  $ 10,313  $ 8,189 
Net income per share of common stock outstanding:
Basic $ 0.27  $ 0.43  $ 0.86  $ 0.72 
Diluted $ 0.27  $ 0.41  $ 0.84  $ 0.69 
Weighted-average shares outstanding:
Basic 12,555  11,413  12,043  11,319 
Diluted 12,779  11,884  12,325  11,829 



Table 2
AVIAT NETWORKS, INC.
Fiscal Year 2024 Third Quarter Summary
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands) March 29,
2024
June 30,
2023
ASSETS
Current Assets:
Cash and cash equivalents $ 58,201  $ 22,242 
Marketable securities 988 
Accounts receivable, net of allowances of $1,250 and $719
138,366  101,653 
Unbilled receivables 74,650  58,588 
Inventories 56,812  33,057 
Assets held for sale 2,720  — 
Other current assets 30,721  22,162 
Total current assets 362,458  237,704 
Property, plant and equipment, net 6,398  9,452 
Goodwill 8,217  5,112 
Intangible assets, net 13,995  9,046 
Deferred income taxes 84,578  86,650 
Right of use assets 2,985  2,554 
Other assets 11,712  13,978 
Total long-term assets 127,885  126,792 
Total assets $ 490,343  $ 364,496 
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable $ 64,557  $ 60,141 
Accrued expenses 38,516  24,442 
Short-term lease liabilities 780  610 
Advance payments and unearned revenue 42,144  44,268 
Restructuring liabilities 350  600 
Other current liabilities 22,396  — 
Current portion of long-term debt 2,395  — 
Total current liabilities 171,138  130,061 
Long-term debt 46,552  — 
Unearned revenue 7,676  7,416 
Long-term lease liabilities 2,370  2,140 
Other long-term liabilities 405  314 
Reserve for uncertain tax positions 3,222  3,975 
Deferred income taxes 473  492 
Total liabilities 231,836  144,398 
Commitments and contingencies
Stockholder’s equity:
Preferred stock —  — 
Common stock 126  115 
Treasury stock (6,479) (6,147)
Additional paid-in-capital 858,228  830,048 
Accumulated deficit (577,601) (587,914)
Accumulated other comprehensive loss (15,767) (16,004)
Total stockholders’ equity 258,507  220,098 
Total liabilities and stockholders’ equity $ 490,343  $ 364,496 




 
AVIAT NETWORKS, INC.
Fiscal Year 2024 Third Quarter Summary
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES AND REGULATION G DISCLOSURE
To supplement the consolidated financial statements presented in accordance with accounting principles generally accepted in the United States (GAAP), we provide additional measures of gross margin, research and development expenses, selling and administrative expenses, operating income, provision for or benefit from income taxes, net income, net income per share, and adjusted income before interest, tax, depreciation and amortization (Adjusted EBITDA), in each case, adjusted to exclude certain costs, charges, gains and losses, as set forth below. We believe that these non-GAAP financial measures, when considered together with the GAAP financial measures provide information that is useful to investors in understanding period-over-period operating results separate and apart from items that may, or could, have a disproportionate positive or negative impact on results in any particular period. We also believe these non-GAAP measures enhance the ability of investors to analyze trends in our business and to understand our performance. In addition, we may utilize non-GAAP financial measures as a guide in our forecasting, budgeting and long-term planning process and to measure operating performance for some management compensation purposes. Any analysis of non-GAAP financial measures should be used only in conjunction with results presented in accordance with GAAP. Reconciliations of these non-GAAP financial measures with the most directly comparable financial measures calculated in accordance with GAAP follow.
1We have not reconciled Adjusted EBITDA guidance to its corresponding GAAP measure due to the high variability and difficulty in making accurate forecasts and projections, particularly with respect to merger and acquisition costs and share-based compensation. In particular, share-based compensation expense is affected by future hiring, turnover, and retention needs, as well as the future fair market value of our common stock, all of which are difficult to predict and subject to change. Accordingly, reconciliations of forward-looking Adjusted EBITDA are not available without unreasonable effort.
Table 3
AVIAT NETWORKS, INC.
Fiscal Year 2024 Third Quarter Summary
RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES (1)
Condensed Consolidated Statements of Operations
(Unaudited)
  Three Months Ended Nine Months Ended
  March 29, 2024 % of
Revenue
March 31, 2023 % of
Revenue
March 29, 2024 % of
Revenue
March 31, 2023 % of
Revenue
  (In thousands, except percentages and per share amounts)
GAAP gross margin $ 36,534  32.7  % $ 29,833  35.7  % $ 105,216  35.8  % $ 91,507  35.8  %
Share-based compensation 126  125  310  463 
Merger and acquisition related expense 2,650  2,759 
Non-GAAP gross margin 39,310  35.2  % 29,964  35.9  % 108,285  36.8  % 91,976  36.0  %
GAAP research and development expenses $ 10,623  9.5  % $ 6,518  7.8  % $ 25,441  8.6  % $ 18,652  7.3  %
Share-based compensation (155) (113) (452) (385)
Non-GAAP research and development expenses 10,468  9.4  % 6,405  7.7  % 24,989  8.5  % 18,267  7.2  %
GAAP selling and administrative expenses $ 21,300  19.1  % $ 15,842  19.0  % $ 61,979  21.1  % $ 49,913  19.5  %
Share-based compensation (1,605) (1,400) (4,783) (4,287)
Merger and acquisition related expense (1,657) (179) (8,051) (1,799)
Non-GAAP selling and administrative expenses 18,038  16.2  % 14,263  17.1  % 49,145  16.7  % 43,827  17.2  %
GAAP operating income $ 5,028  4.5  % $ 7,496  9.0  % $ 15,569  5.3  % $ 20,087  7.9  %
Share-based compensation 1,886  1,638  5,545  5,135 
Merger and acquisition related expense 4,307  185  10,810  1,805 
Restructuring (recovery) charges (417) (23) 2,227  2,855 
Non-GAAP operating income 10,804  9.7  % 9,296  11.1  % 34,151  11.6  % 29,882  11.7  %
GAAP income tax provision $ 619  0.6  % $ 2,179  2.6  % $ 3,607  1.2  % $ 9,148  3.6  %
Adjustment to reflect pro forma tax rate (119) (1,879) (2,507) (8,248)
Non-GAAP income tax provision 500  0.4  % 300  0.4  % 1,100  0.4  % 900  0.4  %
GAAP net income $ 3,418  3.1  % $ 4,889  5.9  % $ 10,313  3.5  % $ 8,189  3.2  %
Share-based compensation 1,886  1,638  5,545  5,135 
Merger and acquisition related expense 4,307  185  10,810  1,805 
Restructuring (recovery) charges (417) (23) 2,227  2,855 
Other expense, net 63  306  228  2,540 
Adjustment to reflect pro forma tax rate 119  1,879  2,507  8,248 
Non-GAAP net income $ 9,376  8.4  % $ 8,874  10.6  % $ 31,630  10.8  % $ 28,772  11.3  %
Diluted net income per share:
GAAP $ 0.27  $ 0.41  $ 0.84  $ 0.69 
Non-GAAP $ 0.73  $ 0.75  $ 2.57  $ 2.43 
Shares used in computing net income per share
GAAP 12,779  11,884  12,325  11,829 
Non-GAAP 12,779  11,884  12,325  11,829 
Adjusted EBITDA:
GAAP net income $ 3,418  3.1  % $ 4,889  5.9  % $ 10,313  3.5  % $ 8,189  3.2  %
Depreciation and amortization of property, plant and equipment and intangible assets 1,244  1,552  3,728  4,565 
Interest expense, net 928  122  1,421  210 
Other expense, net 63  306  228  2,540 
Share-based compensation 1,886  1,638  5,545  5,135 
Merger and acquisition related expense 4,307  185  10,810  1,805 
Restructuring (recovery) charges (417) (23) 2,227  2,855 
Provision for income taxes 619  2,179  3,607  9,148 
Adjusted EBITDA
$ 12,048  10.8  % $ 10,848  13.0  % $ 37,879  12.9  % $ 34,447  13.5  %

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



Table 4
AVIAT NETWORKS, INC.
Fiscal Year 2024 Third Quarter Summary
SUPPLEMENTAL SCHEDULE OF REVENUE BY GEOGRAPHICAL AREA
(Unaudited)
 
  Three Months Ended Nine Months Ended
March 29,
2024
March 31,
2023
March 29,
2024
March 31,
2023
(In thousands)
North America $ 44,409  $ 46,064  $ 151,243  $ 146,961 
International:
Africa and the Middle East 11,401  19,235  35,856  44,354 
Europe 6,549  3,871  17,379  13,705 
Latin America and Asia Pacific 49,254  14,310  89,737  50,394 
Total international 67,204  37,416  142,972  108,453 
Total revenue $ 111,613  $ 83,480  $ 294,215  $ 255,414