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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): June 13, 2025
_______________________
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 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.






Explanatory Note:
On December 1, 2023, Aviat Networks, Inc. (“Aviat” or the “Company”) filed a Current Report on Form 8-K (as amended by that certain Amendment No. 1 filed on February 9, 2024, 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”). The Company is filing this Current Report on Form 8-K to provide a pro forma financial information update for the twelve months ended June 28, 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 twelve months ended June 28, 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*
104 Cover 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: June 13, 2025
By:
/s/ Michael Connaway
Name:
Michael Connaway
Title:
Senior Vice President and Chief Financial Officer

EX-99.1 2 avnwexhibit9911.htm EX-99.1 Document

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 post-closing adjustments were finalized during the second quarter of fiscal 2025, resulting in final consideration of $73.5 million, which included cash consideration of $51.2 million and the issuance of Company common stock of $22.3 million. 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 the twelve months ended June 28, 2024. The unaudited pro forma condensed combined statements of operations give effect to the NEC Transaction as if it had occurred on July 1, 2023.
The unaudited pro forma condensed combined statement of operations for the twelve months ended June 28, 2024 is derived by combining the Company’s audited historical financial data from July 1, 2023 through June 28, 2024 (which includes seven months of the historical results of operations of NEC’s wireless transport business from the Closing Date through June 28, 2024) filed in the Company’s Annual Report on Form 10-K for the twelve months ended June 28, 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 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 Annual Report on Form 10-K for the twelve months ended June 28, 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) the Company’s’s audited consolidated financial statements, and the related notes thereto, and the risk factors set forth in the Company’s Annual Report on Form 10-K for the twelve months ended June 28, 2024, (ii) and 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).
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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the twelve months ended June 28, 2024
(U.S. Dollars in thousands, except per share amount)

Aviat Networks, Inc. (Historical)1
NEC’s Wireless Transport Business (Adjusted)2
 Transaction Accounting Adjustments Notes Financing Adjustments Notes Pro Forma Combined
Revenues $ 408,083  $ 84,977  $ —  $ —  $ 493,060 
Cost of revenues 263,351  53,030  932  2A —  317,313 
Gross margin 144,732  31,947  (932) —  175,747 
Research and development 36,426  6,780  —  —  43,206 
Selling and administrative 85,038  14,999  652  2B —  100,689 
Restructuring charges 3,867  —  —  —  3,867 
Operating income 19,401  10,168  (1,584) —  27,985 
Other expense, net 2,495  1,336  —  1,646  2C 5,477 
Income before income taxes 16,906  8,832  (1,584) (1,646) 22,508 
Provision for income taxes 6,146  3,895  (412)
2D
 (428)
2D
 9,201 
Net income $ 10,760  $ 4,937  $ (1,172) $ (1,218) $ 13,307 
Net income per share of common stock outstanding:
Basic $ 0.88  3A $ 1.07 
Diluted $ 0.86  3A $ 1.04 
Weighted-average shares outstanding:
Basic 12,182  306  3A 12,488 
Diluted 12,456  306  3A 12,762 
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 June 28, 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.
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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 post-closing adjustments were finalized during the second quarter of fiscal 2025, resulting in final consideration $73.5 million, which included cash consideration of $51.2 million and the issuance of Company common stock of $22.3 million. 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 were finalized during the second quarter of fiscal 2025, including the final valuation of long-lived tangible and identified intangible assets acquired and liabilities assumed. 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 twelve months ended June 28, 2024, are presented as if the NEC Transaction had occurred on July 1, 2023.
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.


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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
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.

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Unaudited Condensed Combined Statement of Operations Adjustments
From July 1, 2023 through November 30, 2023
NEC’s Wireless Transport Business (Historical) Translation Reclassification NEC’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 margin 4,684  31,947  —  31,947 
Research and development 994  6,780  —  6,780 
Selling and administrative —  —  14,999  14,999 
Selling, general and administrative
 2,199  14,999  (14,999) — 
Restructuring charges —  —  —  — 
Operating income 1,491  10,168  —  10,168 
Other expense, net 196  1,336  —  1,336 
Income before income taxes 1,295  8,832  —  8,832 
Provision for income taxes 571  3,895  —  3,895 
Net income ¥ 724  $ 4,937  $ —  $ 4,937 






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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 $11.27 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 $4.47 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, 2023
Inventory fair value adjustment $ 932 
(B) To reflect estimated amortization expense based on the 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, 2023
Customer relationships
 15 $ 9,200  $ 256 
Technology
 7 3,200  190 
Total $ 12,400  $ 446 
(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, 2023 Interest rate Interest expense from July 1, 2023 through November 30, 2023
Interest expense on term loan $ 50,000  7.59% — 7.86% $ 1,605 
Amortization of debt issuance costs 497  41 
$ 1,646 

(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.

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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 1, 2023.
(In thousands except per share amounts)
Twelve months ended June 28, 2024
Numerator:
Pro forma combined net income
 $ 13,307 
Denominator:
Historical weighted-average shares outstanding, basic
 12,182 
Pro forma weighted average adjustment for shares issued
 306 
Weighted-average shares outstanding, basic
 12,488 
Historical weighted-average shares outstanding, diluted
 12,456 
Pro forma weighted average adjustment for shares issued
 306 
Weighted-average shares outstanding, diluted
 12,762 
Pro forma combined net income per share:
Basic
 $ 1.07 
Diluted
 $ 1.04 



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