NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. The Company and Summary of Significant Accounting Policies
The Company
We design, manufacture and sell a range of wireless networking solutions and services to mobile and fixed telephone service providers, private network operators, government agencies, transportation and utility companies, public safety agencies and broadcast system operators across the globe. Our products include broadband wireless access base stations and customer premises equipment for fixed and mobile, point-to-point digital microwave radio systems for access, backhaul, trunking and license-exempt applications, supporting new network deployments, network expansion, and capacity upgrades.
We were incorporated in Delaware in 2006 to combine the businesses of Harris Corporation’s Microwave Communications Division (“MCD”) and Stratex Networks, Inc. (“Stratex”). On January 28, 2010, we changed our corporate name from Harris Stratex Networks, Inc. to Aviat Networks, Inc. (“the Company”, “Aviat Networks,” “Aviat”, “we,” “us,” and “our”) to more effectively reflect our business and communicate our brand identity to customers. Additionally, the change of our corporate name was to comply with the termination of the Harris Corporation (“Harris”) trademark licensing agreement resulting from the spin-off by Harris of its interest in our stock to its stockholders in May 2009.
Basis of Presentation
The consolidated financial statements include the accounts of Aviat Networks and its wholly-owned and majority owned subsidiaries. Significant intercompany transactions and accounts have been eliminated.
Our fiscal year ends on the Friday nearest June 30. This was July 3 for fiscal 2020, June 28 for fiscal 2019 and June 29 for fiscal 2018. Fiscal 2020 presented included 53 weeks while fiscal 2019 and fiscal 2018 presented each included 52 weeks. In these notes to consolidated financial statements, we refer to our fiscal years as “fiscal 2020”, “fiscal 2019” and “fiscal 2018.”
Use of Estimates
The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) requires us to make estimates, assumptions and judgments affecting the amounts reported and related disclosures. Estimates are based upon historical factors, current circumstances and the experience and judgment of our management. We evaluate our estimates and assumptions on an ongoing basis and may employ outside experts to assist us in making these evaluations. Changes in such estimates, based on more accurate information, or different assumptions or conditions, may affect amounts reported in future periods. Such estimates affect significant items, including revenue recognition, provision for uncollectible receivables, inventory valuation, valuation allowances for deferred tax assets, uncertainties in income taxes, restructuring obligations, product warranty obligations, share-based awards, contingencies, recoverability of long-lived assets and useful lives of property, plant and equipment.
Cash, Cash Equivalents and Restricted Cash
We consider all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents are carried at amortized cost, which approximates fair value due to the short-term nature of these investments. Investments with an original maturity of greater than three months are accounted for as short-term investments and are classified as such at the time of purchase.
We hold cash and cash equivalents at several major financial institutions, which often significantly exceed Federal Deposit Insurance Corporation insured limits. However, a substantial portion of the cash equivalents is invested in prime money market funds which are backed by the securities in the fund.
As of July 3, 2020 and June 28, 2019, all of our high-quality marketable debt securities were invested in prime money market funds.
Cash and cash equivalents that are restricted as to withdrawal or usage under the terms of contractual agreements are recorded as restricted cash. Our long-term restricted cash included the cash balance in our disability insurance voluntary plan account that cannot be used by us for any operating purposes other than to pay benefits to the insured employees and was recorded in other assets on our consolidated balance sheets and the corresponding liabilities were included in other long-term liabilities on our consolidated balance sheets.
Significant Concentrations
We typically invoice our customers for the sales order (or contract) value of the related products delivered at various milestones, including order receipt, shipment, installation and acceptance and for services when rendered. Our trade receivables are derived from sales to customers located in North America, Africa, Europe, the Middle East, Russia, Asia-Pacific and Latin America.
Accounts receivable is presented net of allowance for estimated uncollectible accounts to reflect any loss anticipated on the collection of accounts receivable balances. We calculate the allowance based on our history of write-offs, level of past due accounts and the economic status of the customers. The fair value of our accounts receivable approximates their net realizable value.
We regularly require letters of credit from certain customers and, from time to time, we discount these letters of credit issued by customers through various financial institutions. The discounting of letters of credit depends on many factors, including the willingness of financial institutions to discount the letters of credit and the cost of such arrangements. Under these arrangements, collection risk is fully transferred to the financial institutions. We record the financing charges on discounting these letters of credit as interest expense.
During fiscal 2020, there were no customers that accounted for more than 10% of our total revenue. During fiscal 2019 and 2018, Mobile Telephone Networks Group (“MTN Group”) in Africa accounted for 11% and 13%, respectively, of our total revenue. As of July 3, 2020 and June 28, 2019, MTN Group accounted for approximately 21% and 13%, respectively, of our accounts receivable.
Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash equivalents, marketable debt securities, trade accounts receivable and financial instruments used in foreign currency hedging activities. We invest our excess cash primarily in prime money market funds and certificates of deposit. We are exposed to credit risks related to such instruments in the event of default or decrease in credit-worthiness of the issuers of the investments.
We perform ongoing credit evaluations of our customers and generally do not require collateral on accounts receivable, as the majority of our customers are large, well-established companies. However, in certain circumstances, we may require letters of credit, additional guarantees or advance payments. We maintain allowances for collection losses, but historically have not experienced any significant losses related to any particular geographic area. Our customers are primarily in the telecommunications industry, so our accounts receivable are concentrated within one industry and exposed to concentrations of credit risk within that industry. Accounts receivable are written off when attempts to collect outstanding amounts have been exhausted or there are other indicators that the amounts are no longer collectible.
We rely on third parties to manufacture our products and we purchase raw materials from third-party vendors. In addition, we purchase certain strategic component inventory which is consigned to our third-party manufacturers. Other components included in our products are sourced from various suppliers and are principally industry standard parts and components that are available from multiple vendors. The inability of a contract manufacturer or supplier to fulfill our supply requirements or changes in their financial or business condition could disrupt our ability to supply quality products to our customers, and thereby may have a material adverse effect on our business and operating results.
We have entered into agreements relating to our foreign currency contracts with Silicon Valley Bank, a multinational financial institution. The amounts subject to credit risk arising from the possible inability of any such parties to meet the terms of their contracts are generally limited to the amounts, if any, by which such party’s obligations exceed our obligations to that party.
Inventories
Inventories are valued at the lower of cost and net realizable value. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Cost is determined using standard cost, which approximates actual cost on a weighted-average first-in-
first-out basis. We regularly review inventory quantities on hand and record adjustments to reduce the cost of inventory for excess and obsolete inventory based primarily on our estimated forecast of product demand and production requirements. Inventory adjustments are measured as the difference between the cost of the inventory and net realizable value based upon assumptions about future demand and charged to the provision for inventory, which is a component of cost of sales. At the point of the loss recognition, a new, lower-cost basis for that inventory is established, and any subsequent improvements in facts and circumstances do not result in the restoration or increase in that newly established cost basis.
Customer Service Inventories
Our customer service inventories are stated at the lower of cost and net realizable value. We carry service parts because we generally provide product warranty for 12 to 36 months and earn revenue by providing enhanced and extended warranty and repair service during and beyond this warranty period. Customer service inventories consist of both component parts, which are primarily used to repair defective units, and finished units, which are provided for customer use permanently or on a temporary basis while the defective unit is being repaired. We record adjustments to reduce the carrying value of customer service inventories to their net realizable value. Factors influencing these adjustments include product life cycles, end of service life plans and volume of enhanced or extended warranty service contracts. Estimates of net realizable value involve significant estimates and judgments about the future, and revisions would be required if these factors differ from our estimates.
Property, Plant and Equipment
Property, plant and equipment are stated on the basis of cost less accumulated depreciation and amortization. We capitalize costs of software, consulting services, hardware and other related costs incurred to purchase or develop internal-use software. We expense costs incurred during preliminary project assessment, re-engineering, training and application maintenance.
Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are amortized on the straight-line method over the shorter of the remaining lease term or the estimated useful life of the improvements. The useful lives of the assets are generally as follows:
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Buildings
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40 years
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Leasehold improvements
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2 to 10 years
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Software
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3 to 5 years
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Machinery and equipment
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2 to 5 years
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Expenditures for maintenance and repairs are charged to expense as incurred. Cost and accumulated depreciation of assets sold or retired are removed from the respective property accounts, and any gain or loss is reflected in the consolidated statements of operations.
Impairment of Long-Lived Assets
We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets. If impairment exists, the impairment loss is measured and recorded based on discounted estimated future cash flows. In estimating future cash flows, assets are grouped at the lowest levels for which there are identifiable cash flows that are largely independent of cash flows from other asset groups.
Our estimate of future cash flows is based upon, among other things, certain assumptions about expected future operating performance, growth rates and other factors. The actual cash flows realized from these assets may vary significantly from our estimates due to increased competition, changes in technology, fluctuations in demand, consolidation of our customers, reductions in average selling prices and other factors. Assumptions underlying future cash flow estimates are therefore subject to significant risks and uncertainties.
Warranties
On product sales, we provide for future warranty costs upon product delivery. The specific terms and conditions of those warranties vary depending upon the product sold and the country in which we do business. In the case of products sold by us, our warranties generally start from the delivery date and continue for one to three years, depending on the terms.
Many of our products are manufactured to customer specifications and their acceptance is based on meeting those specifications. Factors that affect our warranty liabilities include the number of product units subject to warranty protection, historical experience and management’s judgment regarding anticipated rates of warranty claims and cost per claim. We assess the adequacy of our recorded warranty liabilities every quarter and make adjustments to the liabilities as necessary.
Noncontrolling Interests
A noncontrolling interest represents the equity interest in a subsidiary that is not attributable, either directly or indirectly, to Aviat Networks and is reported as our equity, separately from our controlling interests. The noncontrolling interests related to our ownership interest in a subsidiary company in South Africa with a local partner, where we were the majority owner at 51% prior to our acquisition of the remaining interest of this subsidiary in the fourth quarter of 2018. Revenues, expenses, gains, losses, net loss and other comprehensive income (loss) are reported in the consolidated financial statements at the consolidated amounts, which include the amounts attributable to both the controlling and noncontrolling interests. During the fourth quarter of fiscal year 2018, we acquired the remaining interest of this subsidiary for $0.6 million which was recorded as “Accrued expenses” on our consolidated balance sheets as of June 29, 2018. This amount was fully paid during fiscal 2019.
Leases
On June 29, 2019, the first day of our fiscal 2020, we adopted ASC 842 using the modified retrospective transition method, which requires a cumulative-effect adjustment, if any, to the opening balance of accumulated deficit to be recognized on the date of adoption with prior periods not restated.
We lease facilities under non-cancelable operating lease agreements. These leases have varying terms that range from one to 20 years and contain leasehold improvement incentives, rent holidays and escalation clauses. In addition, some of these leases have renewal options for up to 3 years.
We determine if an arrangement contains a lease at inception. These operating leases are included in Right of use assets (ROU assets) on our July 3, 2020 consolidated balance sheets and represent our right to use the underlying asset for the lease term. Our obligation to make lease payments are included in "Short-term lease liabilities" and "Long-term lease liabilities" on our July 3, 2020 consolidated balance sheets. We did not enter into any finance leases during fiscal 2020.
Operating lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we used the incremental borrowing rate based on the remaining lease term at commencement date in determining the present value of future payments. The operating lease ROU assets also include any lease payments made and exclude lease incentives and initial direct costs incurred. Variable lease payments are expensed as incurred and are not included within the ROU asset and lease liability calculation. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Certain of our lease arrangements include non-lease components and we account for non-lease components together with lease components for all such lease arrangements.
Leases with an initial term of 12 months or less are not recorded on our balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term.
Foreign Currency Translation
The functional currency of our subsidiaries located in the United Kingdom, Singapore, Mexico, Algeria and New Zealand is the United States (“U.S.”) dollar. Determination of the functional currency is dependent upon the economic environment in which an entity operates as well as the customers and suppliers the entity conducts business with. Changes in facts and circumstances may occur which could lead to a change in the functional currency of that entity. Accordingly, all of the monetary assets and liabilities of these subsidiaries are re-measured into U.S. dollars at the current exchange rate as of the applicable balance sheet date, and all non-monetary assets and liabilities are re-measured at historical rates. Income and expenses are re-measured at the average exchange rate prevailing during the period. Gains
and losses resulting from the re-measurement of these subsidiaries’ financial statements are included in the consolidated statements of operations.
Our other international subsidiaries use their respective local currency as their functional currency. Assets and liabilities of these subsidiaries are translated at the local current exchange rates in effect at the balance sheet date, and income and expense accounts are translated at the average exchange rates during the period. The resulting translation adjustments are included in accumulated other comprehensive loss.
Gains and losses resulting from foreign exchange transactions and revaluation of monetary assets and liabilities in non-functional currencies are included in either cost of product sales and services or other (expense) income, net in the accompanying consolidated statements of operations, based on the nature of the transactions. Net foreign exchange gain (loss) recorded in our consolidated statements of operations during fiscal 2020, 2019 and 2018 was as follows:
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Fiscal Year
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(In thousands)
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2020
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2019
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2018
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Amount included in costs of revenues
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$
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419
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$
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(664)
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$
|
402
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Amount included in other (expense) income, net
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—
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—
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(188)
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Total foreign exchange gain (loss), net
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$
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419
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$
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(664)
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$
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214
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Retirement Benefits
As of July 3, 2020, we provided retirement benefits to substantially all employees primarily through our defined contribution retirement plans. These plans have matching and savings elements. Contributions by us to these retirement plans are based on profits and employees’ savings with no other funding requirements. Contributions to retirement plans are expensed as incurred. Retirement plan expense amounted to $1.7 million, $2.0 million and $1.9 million in fiscal 2020, 2019 and 2018, respectively.
Revenue Recognition
Effective June 30, 2018, we adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, using the modified retrospective method applied to those contracts that were not completed as of June 29, 2018. Results for the reporting periods after June 29, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historical accounting under ASC 605.
We recognize revenue by applying the following five-step approach: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, we satisfy a performance obligation.
Revenue from product sales, recognized at a point-in-time, is generated predominately from the sales of products manufactured by third-party manufacturers to whom we have outsourced our manufacturing processes. Printed circuit assemblies, mechanical housings, and packaged modules are manufactured by contract manufacturing partners, with periodic business reviews of material levels and obsolescence. Product assembly, product testing, complete system integration, and system testing may either be performed within our own facilities or at the locations of our third-party manufacturers.
Revenue from services includes certain network planning and design, engineering, installation and commissioning, extended warranty, customer support, consulting, training, and education. Maintenance and support services are generally offered to our customers and recognized over a specified period of time and from sales and subsequent renewals of maintenance and support contracts. The network planning and design, engineering and installation related services noted are recognized based on an over-time recognition model using the cost-input method.
Revenues related to certain contracts for customized network solutions are recognized over time using the cost input method. In using the cost input method, we generally apply the cost-to-cost method of accounting where sales and profits are recorded based on the ratio of costs incurred to estimated total costs at completion. Recognition of profit on these contracts requires estimates of the total contract value, the total cost at completion, and the measurement of progress towards completion. Significant judgment is required when estimating total contract costs and progress to completion on the arrangements, as well as whether a loss is expected to be incurred on the contract. If circumstances
arise that change the original estimates of revenues, costs, or extent of progress toward completion, revisions to the estimates are made. These revisions may result in increases or decreases in estimated revenues or costs, and such revisions are reflected in income in the period in which the circumstances that gave rise to the revision become known to us. We perform ongoing profitability analysis of our service contracts accounted for under this method in order to determine whether the latest estimates of revenues, costs, and profits require updating. If at any time these estimates indicate that the contract will be unprofitable, the entire estimated loss for the remainder of the contract is recorded immediately. We establish billing terms at the time project deliverables and milestones are agreed. Revenues recognized in excess of the amounts invoiced to clients are classified as unbilled receivables on our consolidated balance sheet.
Contracts and customer purchase orders are used to determine the existence of an arrangement. In addition, shipping documents and customer acceptances, when applicable, are used to verify delivery and transfer of control. We typically satisfy our performance obligations upon shipment or delivery of product depending on the contractual terms. Payment terms to customers generally range from net 30 to 120 days from invoice, which are considered to be standard payment terms. We assess our ability to collect from our customers based primarily on the creditworthiness and past payment history of the customer.
While our customers generally do not have the right of return, we reserve for estimated product returns as an offset to revenue based primarily on historical trends. Actual product returns may be different than what was estimated. These factors and unanticipated changes in economic and industry condition could make actual results differ from our return estimates.
Cost of Product Sales and Services
Cost of sales consists primarily of materials, labor and overhead costs incurred internally and amounts incurred for contract manufacturers to produce our products, personnel and other implementation costs incurred to install our products and train customer personnel, and customer service and third party original equipment manufacturer costs to provide continuing support to our customers.
Shipping and handling costs are included as a component of costs of product sales in our consolidated statements of operations because they are also included in revenue that we bill our customers.
Advertising Costs
We expense all advertising costs as incurred. Advertising costs were immaterial during fiscal 2020, 2019 and 2018.
Presentation of Transactional Taxes Collected from Customers and Remitted to Government Authorities
We present transactional taxes such as sales and use tax collected from customers and remitted to governmental authorities on a net basis.
Research and Development Costs
Our research and development costs, which include costs in connection with new product development, improvement of existing products, process improvement, and product use technologies, are generally charged to operations in the period in which they are incurred. For certain of our software projects under development, we capitalize the development costs during the period between determining technological feasibility of the product and commercial release. We amortize the capitalized development cost upon commercial release, generally over three years. To date, the amount of development costs capitalized have not been material.
Share-Based Compensation
We estimate the grant date fair value of our share-based awards and amortize this fair value to compensation expense over the requisite service period or vesting term. To estimate the fair value of our stock option awards, we use the Black-Scholes option pricing model. The determination of the fair value of stock option awards on the date of grant using an option pricing model is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the expected term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rate and expected dividends. Due to the inherent limitations of option valuation models, including consideration of future events that are unpredictable and the estimation process utilized in determining the valuation of the share-based awards, the ultimate value realized by our employees may vary significantly from the amounts expensed in our financial statements. For restricted stock awards and units and performance share awards and units, we measure the grant date fair value based upon the market price of our common stock on the date of the grant. The fair value of each market-based stock unit with market conditions was estimated using the Monte-Carlo simulation model. We elected to account for forfeitures as they occur.
We generally recognize compensation cost for share-based payment awards on a straight-line basis over the requisite service period. For an award that has a graded vesting schedule, compensation expense is recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards. The amount of compensation cost recognized at any date must at least equal the portion of the grant-date value of the award that is vested at that date.
For awards with a performance condition vesting feature, we recognize share-based compensation costs for the performance awards and units when achievement of the performance conditions is considered probable. Any previously recognized compensation cost would be reversed if the performance condition is not satisfied or if it is not probable that the performance conditions will be achieved. For awards with a market condition vesting feature, we recognize share-based compensation costs over the period the requisite service is rendered, regardless of when, if ever, the market condition is satisfied.
Restructuring Charges
Our restructuring charges represent expenses incurred in connection with certain cost reduction programs that we have implemented, and consisted of the costs of employee termination costs, lease and other contract termination charges and other costs of exiting activities or geographies. A liability for costs associated with an exit or disposal activity is measured at its fair value when the liability is incurred. Expenses for one-time termination benefits are recognized at the date we notify the employee, unless the employee must provide future service, in which case the benefits are expensed ratably over the future service period. We recognize severance benefits provided as part of an ongoing benefit arrangement when the payment is probable, and the amounts can be reasonably estimated. Liabilities related to termination of an operating lease or contract are measured and recognized at fair value when the contract does not have any future economic benefit to the entity and the fair value of the liability is determined based on the present value of the remaining lease obligations, adjusted for the effects of deferred items recognized under the lease, and reduced by estimated sublease rentals that could be reasonably obtained for the property. The assumptions in determining such estimates include anticipated timing of sublease rentals and estimates of sublease rental receipts and related costs based on market conditions. We expense all other costs related to an exit or disposal activity as incurred.
Income Taxes and Related Uncertainties
We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are determined based on the estimated future tax effects of temporary differences between the financial statement and tax basis of assets and liabilities, as measured by tax rates at which temporary differences are expected to reverse as well as operating loss and tax credit carry forwards. Deferred tax expense (benefit) is the result of changes in deferred tax assets and liabilities. A valuation allowance is established to offset any deferred tax assets if, based upon the available information, it is more likely than not that some or all of the deferred tax assets will not be realized.
We are required to compute our income taxes in each federal, state, and international jurisdiction in which we operate. This process requires that we estimate the current tax exposure as well as assess temporary differences between the accounting and tax treatment of assets and liabilities, including items such as accruals and allowances not currently deductible for tax purposes as well as operating loss and tax credit carry forwards. The income tax effects of the differences we identify are classified as current or long-term deferred tax assets and liabilities in our consolidated balance sheets. Our judgments, assumptions, and estimates relative to the current provision for income taxes take into account current tax laws, our interpretation of current tax laws, and possible outcomes of current and future audits
conducted by foreign and domestic tax authorities. Changes in tax laws or our interpretation of tax laws and the resolution of current and future tax audits could significantly impact the amounts provided for income taxes in our consolidated balance sheets and consolidated statements of operations. We must also assess the likelihood that deferred tax assets will be realized from future taxable income and, based on this assessment, establish a valuation allowance, if required. Our determination of our valuation allowance is based upon a number of assumptions, judgments, and estimates, including forecasted earnings, future taxable income, and the relative proportions of revenue and income before taxes in the various domestic and international jurisdictions in which we operate. To the extent we establish a valuation allowance or change the valuation allowance in a period, we reflect the change with a corresponding increase or decrease to our tax provision in our consolidated statements of operations.
We use a two-step process to determine the amount of tax benefit to be recognized for uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires us to estimate and measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as this requires us to determine the probability of various possible outcomes. We reevaluate these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the period.
Accounting Standards Adopted
In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASC 842, which amends the existing accounting standards for leases. The new standard requires lessees to record a right-of-use asset and a corresponding lease liability on the balance sheet (with the exception of short-term leases). For lessees, leases will continue to be classified as either operating or financing in the income statement. We adopted ASC 842, effective June 29, 2019, using the modified retrospective transition method with the cumulative effect recognized as an adjustment to the opening balance of our accumulated deficit. Prior-period financial statements were not retrospectively restated. We elected the package of practical expedients permitted under the transition guidance, which allowed us to carryforward our historical lease classification, assessment of whether a contract was or contains a lease, and initial direct costs for leases that existed prior to June 28, 2019. We also elected not to recognize right-of-use (“ROU”) assets and lease liabilities for leases with an initial term of 12 months or less. We elected not to apply the hindsight practical expedient when determining lease term and assessing impairment of ROU assets. See Note 4, “Leases” to the Notes to our consolidated financial statements for more information.
In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation: Improvement to Nonemployees Share-Based Payment Accounting (ASU 2018-07), which expands the scope of Topic 718 to include all share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 specifies that Topic 718 applies to all share-based payment transactions in which the grantor acquires goods and services to be used or consumed in its own operations by issuing share-based payment awards. ASU 2018-07 also clarifies that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC 606. This ASU is effective for fiscal years beginning after December 15, 2018. We adopted this update during the first quarter of fiscal 2020. The adoption had no material impact on our consolidated financial statements.
Accounting Standards Not Yet Adopted
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). This guidance provides optional guidance related to reference rate reform, which provides practical expedients for contract modifications and certain hedging relationships associated with the transition from reference rates that are expected to be discontinued. This guidance is applicable for our borrowing instruments, which use LIBOR as a reference rate, and was effective March 12, 2020 through December 31, 2022. We are currently evaluating the potential impact of ASU 2020-04 will have on our consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740). This guidance simplifies the accounting for income taxes by removing certain exceptions to the general principles and also simplifies areas such as franchise taxes, step-up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws and rate changes. ASU 2019-12 will be effective for us in our first quarter of fiscal 2022. We are currently evaluating the potential impact that adopting ASU 2019-12 will have on our consolidated financial statements.
In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. This guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 will be effective for us in our first quarter of fiscal 2021, with early adoption permitted. The standard can be adopted either using the prospective or retrospective transition approach. We are evaluating the potential impact adopting ASU 2018-15 will have on our consolidated financial statements.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13). The update eliminates, adds, and modifies certain disclosure requirements for fair value measurements. ASU 2018-13 will be effective for us in our first quarter of fiscal 2021 and early adoption is permitted of the entire standard or only the provisions that eliminate or modify disclosure requirements. We are evaluating the impact the adoption of ASU 2018-13 will have on our consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, and ASU 2019-05 (collectively, Topic 326). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. Topic 326 will be effective for us in our first quarter of fiscal 2024, and earlier adoption is permitted. We are evaluating the impact adopting Topic 326 will have on our consolidated financial statements.
Note 2. Net Income per Share of Common Stock
Net income per share is computed using the two-class method, by dividing net income attributable to us by the weighted average number of shares of our outstanding common stock and participating securities outstanding. Our restricted shares contain rights to receive non-forfeitable dividends and therefore are considered to be participating securities and included in the calculations of net income per basic and diluted common share. Undistributed losses are not allocated to unvested restricted shares because the unvested restricted shares are not contractually obligated to share our losses. The impact on earnings per share of the participating securities under the two-class method was immaterial.
The following table presents the computation of basic and diluted net income per share attributable to our common stockholders:
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Fiscal Year
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(In thousands, except per share amounts)
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2020
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2019
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2018
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Numerator:
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Net income attributable to Aviat Networks
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$
|
257
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|
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$
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9,738
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|
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$
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1,845
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Denominator:
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Weighted average shares outstanding, basic
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5,391
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5,377
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|
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5,336
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Effect of potentially dilutive equivalent shares
|
77
|
|
|
241
|
|
|
311
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|
Weighted average shares outstanding, diluted
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5,468
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|
|
5,618
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|
|
5,647
|
|
|
|
|
|
|
|
Net income per share attributable to Aviat Networks:
|
|
|
|
|
|
Basic
|
$
|
0.05
|
|
|
$
|
1.81
|
|
|
$
|
0.35
|
|
Diluted
|
$
|
0.05
|
|
|
$
|
1.73
|
|
|
$
|
0.33
|
|
The following table summarizes the weighted-average equity awards that were excluded from the diluted net income per share calculations since they were antidilutive:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
|
|
|
|
(In thousands)
|
2020
|
|
2019
|
|
2018
|
Stock options
|
356
|
|
|
390
|
|
|
270
|
|
Restricted stock units and performance stock units
|
2
|
|
|
32
|
|
|
—
|
|
Total shares of common stock excluded
|
358
|
|
|
422
|
|
|
270
|
|
Note 3. Revenue Recognition
We recognize revenue by applying the following five-step approach: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, we satisfy a performance obligation.
Contracts and customer purchase orders are used to determine the existence of an arrangement.
Revenue from product sales, recognized at a point-in-time, is generated predominately from the sales of products manufactured by third-party manufacturers to whom we have outsourced our manufacturing processes. Printed circuit assemblies, mechanical housings, and packaged modules are manufactured by contract manufacturing partners, with periodic business reviews of material levels and obsolescence. Product assembly, product testing, complete system integration, and system testing may either be performed within our own facilities or at the locations of our third-party manufacturers.
Revenue from services includes certain network planning and design, engineering, installation and commissioning, extended warranty, customer support, consulting, training, and education. Maintenance and support services are generally offered to our customers and recognized over a specified period of time and from sales and subsequent renewals of maintenance and support contracts. The network planning and design, engineering and installation related services noted are recognized based on an over-time recognition model using the cost-input method.
Revenues related to certain contracts for customized network solutions are recognized over time using the cost input method. In using this input method, we generally apply the cost-to-cost method of accounting where sales and profits are recorded based on the ratio of costs incurred to estimated total costs at completion. Recognition of profit on these contracts requires estimates of the total contract value, the total cost at completion, and the measurement of
progress towards completion. Significant judgment is required when estimating total contract costs and progress to completion on the arrangements, as well as whether a loss is expected to be incurred on the contract. If circumstances arise that change the original estimates of revenues, costs, or extent of progress toward completion, revisions to the estimates are made. These revisions may result in increases or decreases in estimated revenues or costs, and such revisions are reflected in income in the period in which the circumstances that gave rise to the revision become known to us. We perform ongoing profitability analysis of our service contracts accounted for under this method in order to determine whether the latest estimates of revenues, costs, and profits require updating. If at any time these estimates indicate that the contract will be unprofitable, the entire estimated loss for the remainder of the contract is recorded immediately. We establish billing terms at the time project deliverables and milestones are agreed. Revenues recognized in excess of the amounts invoiced to clients are classified as unbilled receivables on the unaudited condensed consolidated balance sheet.
In addition, shipping documents and customer acceptances, when applicable, are used to verify delivery and transfer of control. We typically satisfy our performance obligations upon shipment or delivery of product depending on the contractual terms. Payment terms to customers generally range from net 30 to 120 days from invoice, which are considered to be standard payment terms. We assess our ability to collect from our customers based primarily on the creditworthiness and past payment history of the customer.
While our customers do not have the right of return, we reserve for estimated product returns as an offset to revenue based primarily on historical trends. Actual product returns may be different than what was estimated. These factors and unanticipated changes in economic and industry condition could make actual results differ from our return estimates.
We present transactional taxes such as sales and use tax collected from customers and remitted to government authorities on a net basis.
Bill-and-Hold Sales
Certain customer arrangements consist of bill-and-hold characteristics under which transfer of control has been met (including the passing of title and significant risk and reward of ownership to the customers). Therefore, the customers can direct the use of the bill-and-hold inventory while we retain physical possession of the product until it is installed at a customer site at a point in time in the future.
Termination Rights
The contract term is determined on the basis of the period over which the parties to the contract have present enforceable rights and obligations. Certain customer contracts include a termination for convenience clause that allows the customer to terminate services without penalty, upon advance notification. We concluded that the duration of support contracts does not extend beyond the non-cancellable portion of the contract.
Variable Consideration
The consideration associated with customer contracts is generally fixed. Variable consideration includes discounts, rebates, refunds, credits, incentives, penalties, or other similar items. The amount of consideration that can vary is not a substantial portion of total consideration.
Variable consideration estimates are re-assessed at each reporting period until a final outcome is determined. The changes to the original transaction price due to a change in estimated variable consideration are applied on a retrospective basis, with the adjustment recorded in the period in which the change occurs. Changes to variable consideration are tracked and material changes disclosed.
Stand-alone Selling Price
Stand-alone selling price is the price at which an entity would sell a good or service on a stand-alone (or separate) basis at contract inception. Under the model, the observable price of a good or service sold separately provides the best evidence of stand-alone selling price. However, in certain situations, stand-alone selling prices will not be readily observable and the entity must estimate the stand-alone selling price.
When allocating on a relative stand-alone selling price basis, any discount provided in the contract is allocated proportionately to all of the performance obligations in the contract.
The majority of products and services that we offer have readily observable selling prices. For products and services that do not, we estimate stand-alone selling price using the market assessment approach based on expected selling price and adjust those prices as necessary to reflect our costs and margins. As part of our stand-alone selling price policy, we review product pricing on a periodic basis to identify any significant changes and revise our expected selling price assumptions as appropriate.
Shipping and Handling
Shipping and handling costs are included as a component of costs of product sales in our consolidated statements of operations because they are also included in revenue that we bill our customers.
Costs to Obtain a Contract
We have assessed the treatment of costs to obtain or fulfill a contract with a customer. Under ASC 606, we capitalize sales commissions related to multi-year service contracts, and amortize the asset over the period of benefit, which is the estimated service period. Sales commissions paid on contract renewals, including service contract renewals, is commensurate with the sales commissions paid on the initial contracts. The capitalized sales commissions are included in Other Current Assets and Other Assets on the consolidated balance sheets.
We elected the practical expedient to expense sales commissions as incurred when the amortization period of the related asset is one year or less. These costs are recorded as sales and marketing expense and included in our consolidated balance sheet as accrued expenses until paid. Our amortization expense was not material for the fiscal years ended July 3, 2020 and June 28, 2019.
Contract Balances, Performance Obligations, and Backlog
The following table provides information about receivables and liabilities from contracts with customers (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
July 3, 2020
|
|
June 28, 2019
|
Contract Assets
|
|
|
|
Accounts receivable, net
|
$
|
44,661
|
|
|
$
|
51,937
|
|
Unbilled receivables
|
$
|
28,085
|
|
|
$
|
27,780
|
|
Capitalized commissions
|
$
|
1,157
|
|
|
$
|
955
|
|
Contract Liabilities
|
|
|
|
Advance payments and unearned revenue
|
$
|
21,872
|
|
|
$
|
13,962
|
|
Unearned revenue, long-term
|
$
|
8,142
|
|
|
$
|
9,662
|
|
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, we may experience unforeseen events that could result in a change to the scope or price associated with an arrangement. We would update the transaction price and measure of progress for the performance obligation and recognize the change as a cumulative catch-up to revenue. Because of the nature and type of contracts we engage in, the timeframe to completion and satisfaction of current and future performance obligations can shift; however, this will have no impact on our future obligation to bill and collect.
As of July 3, 2020, we had $30.0 million in advance payments and unearned revenue and long-term unearned revenue, of which approximately 70% is expected to be recognized as revenue in fiscal 2021 and the remainder thereafter. During fiscal 2020, we recognized approximately $14.0 million which was included in advance payments and unearned revenue at June 28, 2019.
Remaining Performance Obligations
The aggregate amount of transaction price allocated to the unsatisfied performance obligations (or partially unsatisfied) was approximately $83.4 million at July 3, 2020. Of this amount, we expect to recognize approximately 60% as revenue during fiscal 2021, with the remaining amount to be recognized as revenue within two to five years.
ASC 606 Adoption
We recorded a net reduction to the opening balance of our accumulated deficit of $5.6 million as of June 30, 2018 due to the cumulative impact of adopting ASC 606, with the impact primarily related to our bill-and-hold and services revenue. Our revenue was $243.9 million for fiscal 2019 under ASC 606, compared to $231.4 million under ASC 605.
The details of the significant changes and quantitative impact of our adoption of ASC 606 are set out below:
•Bill-and-Hold Sales: ASC 606 requires consideration of the indicators of when control has been transferred and sets forth additional criteria to be met in a bill-and-hold arrangement potentially resulting in revenue being recognized earlier than under ASC 605. Upon adoption of ASC 606, we recorded a cumulative effect adjustment to June 30, 2018 opening accumulated deficit consisting of bill-and-hold backlog of $10.5 million that will not be recognized as revenue under ASC 606, less related cost of product sales and income taxes, resulting in a net decrease to accumulated deficit of $1.7 million.
•Professional Services Revenue: We historically recognized certain professional services revenue upon completion under ASC 605 which changed to over time revenue recognition under ASC 606. We use the input method based on costs incurred, where revenue is calculated based on the percentage of total costs incurred in relation to total estimated costs at completion of the contract. The input method is reasonable because the costs incurred best reflect our efforts toward satisfying the performance obligation over time. The use of the input method requires us to make reasonably dependable estimates. Upon adoption of ASC 606, we recorded a cumulative effect adjustment to June 30, 2018 opening accumulated deficit of $4.7 million that will not be recognized as revenue under ASC 606, less related cost of services and income taxes, resulting in a net decrease to accumulated deficit of $1.6 million.
•Transfer of Control: Certain of our contracts include penalties, acceptance provisions, or other price variability that precluded revenue recognition under ASC 605 because of the requirement for amounts to be fixed or determinable. ASC 606 requires us to estimate and account for variable consideration as a reduction of the transaction price. Upon adoption of ASC 606, we recorded a cumulative effect adjustment to June 30, 2018 opening accumulated deficit of $0.6 million that will not be recognized as revenue under ASC 606, less related cost of revenues and income taxes, resulting in a net decrease to accumulated deficit of $0.4 million.
In addition, revenue allocation under ASC 606 requires an allocation of revenue between deliverables, or performance obligations, within an arrangement. Under ASC 605, the allocation of revenue was restricted to the amount which was not contingent on future deliverables; however, ASC 606 removes this restriction. Upon adoption of ASC 606, we recorded a cumulative effect adjustment to decrease June 30, 2018 opening accumulated deficit by $0.5 million.
Under ASC 605, we deferred revenue for stand-alone software licenses where vendor-specific objective evidence (VSOE) of fair value had not been established for undelivered items, and revenue was recognized straight line over the term of the maintenance agreement. Under ASC 606, software revenue is allocated to delivered and undelivered elements based on relative fair value resulting in more software arrangement revenue being recognized earlier. Upon adoption of ASC 606, we recorded a cumulative effect adjustment to decrease June 30, 2018 opening accumulated deficit by $0.7 million.
Previously, we expensed the majority of our commission expense as incurred. Under ASC 606, we capitalize and amortize incremental commission costs to obtain the contract over a benefit period. We elected a practical expedient to exclude contracts with a benefit period of a year or less from this deferral requirement. Upon adoption of ASC 606, we recorded a cumulative effect adjustment to decrease June 30, 2018 opening accumulated deficit by $0.7 million.
Impacts on Financial Statements
The following tables summarize the impacts of adopting ASC 606 on our consolidated statements of operations for fiscal 2019 and our consolidated balance sheet as of June 28, 2019 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2019
|
|
|
|
|
(In thousands)
|
|
As Reported
|
|
Adjustments
|
|
Balances without adoption of ASC 606
|
Income Statement
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
Revenue from product sales
|
|
$
|
156,724
|
|
|
$
|
(7,387)
|
|
|
$
|
149,337
|
|
Revenue from services
|
|
87,134
|
|
|
(5,098)
|
|
|
82,036
|
|
Total revenues
|
|
$
|
243,858
|
|
|
$
|
(12,485)
|
|
|
$
|
231,373
|
|
|
|
|
|
|
|
|
Cost of revenues:
|
|
|
|
|
|
|
Cost of product sales
|
|
$
|
103,517
|
|
|
$
|
(4,967)
|
|
|
$
|
98,550
|
|
Cost of services
|
|
61,071
|
|
|
(3,355)
|
|
|
57,716
|
|
Total cost of revenues
|
|
$
|
164,588
|
|
|
$
|
(8,322)
|
|
|
$
|
156,266
|
|
|
|
|
|
|
|
|
Selling and administrative expenses
|
|
$
|
56,055
|
|
|
$
|
295
|
|
|
$
|
56,350
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
9,738
|
|
|
$
|
(7,253)
|
|
|
$
|
2,485
|
|
See Note 10, “Segment and Geographic Information” to the Notes to Consolidated Financial Statements for discussion on the impact of additional information, including disaggregated revenue disclosures.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
Balances as of June 29, 2018
|
|
Adjustments due to ASC 606
|
|
As Adjusted as of June 30, 2018
|
Balance Sheet
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
Accounts receivable, net
|
|
$
|
43,068
|
|
|
$
|
2,503
|
|
|
$
|
45,571
|
|
Unbilled receivables
|
|
$
|
14,167
|
|
|
$
|
8,627
|
|
|
$
|
22,794
|
|
Inventories
|
|
$
|
21,290
|
|
|
$
|
(11,516)
|
|
|
$
|
9,774
|
|
Other current assets
|
|
$
|
6,006
|
|
|
$
|
476
|
|
|
$
|
6,482
|
|
Deferred income taxes
|
|
$
|
5,600
|
|
|
$
|
(545)
|
|
|
$
|
5,055
|
|
Other assets
|
|
$
|
9,816
|
|
|
$
|
180
|
|
|
$
|
9,996
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
Advance payments and unearned revenue
|
|
$
|
19,300
|
|
|
$
|
(6,600)
|
|
|
$
|
12,700
|
|
Unearned revenue - long term
|
|
$
|
6,593
|
|
|
$
|
702
|
|
|
$
|
7,295
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
Accumulated deficit
|
|
$
|
(746,359)
|
|
|
$
|
5,623
|
|
|
$
|
(740,736)
|
|
The effects of the adoption of the new revenue recognition guidance on our June 28, 2019 consolidated balance sheet were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adoption of ASC 606
|
|
|
|
|
(In thousands)
|
|
As Reported
|
|
Adjustments due to ASC 606
|
|
Balances without Adoption of ASC 606
|
Balance Sheet
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
Accounts receivable, net
|
|
$
|
51,937
|
|
|
$
|
(6,079)
|
|
|
$
|
45,858
|
|
Unbilled receivables
|
|
$
|
27,780
|
|
|
$
|
(16,567)
|
|
|
$
|
11,213
|
|
Inventories
|
|
$
|
8,573
|
|
|
$
|
19,289
|
|
|
$
|
27,862
|
|
Other current assets
|
|
$
|
4,825
|
|
|
$
|
(587)
|
|
|
$
|
4,238
|
|
Deferred income taxes
|
|
$
|
13,864
|
|
|
$
|
(2,274)
|
|
|
$
|
11,590
|
|
Other assets
|
|
$
|
12,077
|
|
|
$
|
(368)
|
|
|
$
|
11,709
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
Accrued expenses
|
|
$
|
22,555
|
|
|
$
|
(45)
|
|
|
$
|
22,510
|
|
Advance payments and unearned revenue
|
|
$
|
13,962
|
|
|
$
|
8,414
|
|
|
$
|
22,376
|
|
Unearned revenue - long term
|
|
$
|
9,662
|
|
|
$
|
(2,022)
|
|
|
$
|
7,640
|
|
Reserve for uncertain tax positions
|
|
$
|
3,606
|
|
|
$
|
(55)
|
|
|
$
|
3,551
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
Accumulated deficit
|
|
$
|
(730,998)
|
|
|
$
|
(12,877)
|
|
|
$
|
(743,875)
|
|
Note 4. Leases
On June 29, 2019, the first day of our fiscal 2020, we adopted ASC 842 using the modified retrospective transition method as of the effective date, which requires a cumulative-effect adjustment, if any, to the opening balance of accumulated deficit to be recognized on the date of adoption with prior periods not restated.
We lease facilities under non-cancelable operating lease agreements. These leases have varying terms that range from one to 20 years and contain leasehold improvement incentives, rent holidays and escalation clauses. In addition, some of these leases have renewal options for up to 3 years. We lease approximately 18,000 square feet of office space in Austin, Texas as our corporate headquarters with an original term of 36 months.
We determine if an arrangement contains a lease at inception. These operating leases are included in "Right of use assets" (ROU assets) on our July 3, 2020 consolidated balance sheet and represent our right to use the underlying asset for the lease term. Our obligation to make lease payments are included in "Short-term lease liabilities" and "Long-term lease liabilities" on our July 3, 2020 consolidated balance sheet. We did not enter into any finance leases during fiscal 2020.
Operating lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we used the incremental borrowing rate based on the remaining lease term at commencement date in determining the present value of future payments. The operating lease ROU assets also include any lease payments made and exclude lease incentives and initial direct costs incurred. Variable lease payments are expensed as incurred and are not included within the ROU asset and lease liability calculation. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Certain of our lease arrangements include non-lease components and we account for non-lease components together with lease components for all such lease arrangements.
Leases with an initial term of 12 months or less are not recorded on our balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term.
Adoption of ASC 842
Upon our adoption of ASC 842, we recorded total ROU assets of $7.9 million, with corresponding liabilities of $8.3 million, on our consolidated balance sheet. The ROU assets include adjustments for prepayments and accrued lease payments. The adoption did not impact our prior year consolidated statements of operations and statements of cash flows. As of July 3, 2020, total ROU assets were approximately $3.5 million, and short-term lease liabilities and long-term lease liabilities were approximately $1.4 million and $2.3 million, respectively. Cash paid for lease liabilities was $5.3 million for fiscal 2020. During fiscal 2020, we obtained $0.3 million, of right-of-use assets in exchange for new operating lease obligations.
The following summarizes our lease costs, lease term and discount rate for fiscal 2020 (in thousands, except for weighted average):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2020
|
Operating lease costs
|
|
|
$
|
5,241
|
|
Short-term lease costs
|
|
|
1,541
|
|
Variable lease costs
|
|
|
351
|
|
Total lease costs
|
|
|
$
|
7,133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average remaining lease term
|
|
6.8
|
|
|
|
|
|
|
|
|
|
Weighted average discount rate
|
|
6.8
|
%
|
Rental expense for operating leases, including rentals on a month-to-month basis was $3.7 million for each of fiscal 2020, 2019 and 2018.
As of July 3, 2020, our future minimum lease payments under all non-cancelable operating leases with an initial term in excess of one year were as follows (in thousands):
|
|
|
|
|
|
|
|
|
Fiscal years
|
|
Amount
|
2021
|
|
$
|
1,651
|
|
2022
|
|
617
|
|
2023
|
|
353
|
|
2024
|
|
233
|
|
2025
|
|
239
|
|
Thereafter
|
|
1,780
|
|
Total lease payments
|
|
4,873
|
|
Less: interest
|
|
(1,125)
|
|
Present value of lease liabilities
|
|
$
|
3,748
|
|
Prior to our adoption of the new lease accounting standard, as of June 28, 2019, our future minimum lease payments under all non-cancelable operating leases were as follows (in thousands):
|
|
|
|
|
|
|
|
|
Fiscal years
|
|
Amount
|
2020
|
|
$
|
2,052
|
|
2021
|
|
1,268
|
|
2022
|
|
456
|
|
2023
|
|
243
|
|
2024
|
|
249
|
|
Thereafter
|
|
2,090
|
|
Total
|
|
$
|
6,358
|
|
|
|
|
Note 5. Balance Sheet Components
Cash, Cash Equivalents, and Restricted Cash
The following table provides a summary of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that reconciles to the corresponding amount in the Consolidated Statements of Cash Flows:
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
July 3,
2020
|
|
June 28,
2019
|
Cash and cash equivalents
|
$
|
41,618
|
|
|
$
|
31,946
|
|
Restricted cash included in Other assets
|
254
|
|
|
255
|
|
Total cash, cash equivalents, and restricted cash in the Statements of Cash Flows
|
$
|
41,872
|
|
|
$
|
32,201
|
|
Accounts Receivable, net
Our net accounts receivable are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
July 3,
2020
|
|
June 28,
2019
|
Accounts receivable
|
$
|
46,502
|
|
|
$
|
53,539
|
|
Less: Allowances for collection losses
|
(1,841)
|
|
|
(1,602)
|
|
Total accounts receivable, net
|
$
|
44,661
|
|
|
$
|
51,937
|
|
Inventories
Our inventories are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
July 3,
2020
|
|
June 28,
2019
|
Finished products
|
$
|
9,055
|
|
|
$
|
4,894
|
|
Raw materials and supplies
|
4,942
|
|
|
3,679
|
|
Total inventories
|
$
|
13,997
|
|
|
$
|
8,573
|
|
Consigned inventories included within raw materials
|
$
|
1,931
|
|
|
$
|
1,649
|
|
During fiscal 2020, 2019 and 2018, we recorded charges to adjust our inventory and customer service inventory due to excess and obsolete inventory resulting from lower sales forecasts, product transitioning or discontinuance. Such charges incurred during fiscal 2020, 2019 and 2018 were classified in cost of product sales as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
|
|
|
|
(In thousands)
|
2020
|
|
2019
|
|
2018
|
Excess and obsolete inventory charges (recovery)
|
$
|
233
|
|
|
$
|
(352)
|
|
|
$
|
(443)
|
|
Customer service inventory write-downs
|
712
|
|
|
905
|
|
|
807
|
|
Total charges
|
$
|
945
|
|
|
$
|
553
|
|
|
$
|
364
|
|
Property, Plant and Equipment, net
Our property, plant and equipment, net is summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
July 3,
2020
|
|
June 28,
2019
|
Land
|
$
|
710
|
|
|
$
|
710
|
|
Buildings and leasehold improvements
|
11,737
|
|
|
11,668
|
|
Software
|
17,887
|
|
|
17,556
|
|
Machinery and equipment
|
52,293
|
|
|
49,733
|
|
|
82,627
|
|
|
79,667
|
|
Less accumulated depreciation and amortization
|
(65,716)
|
|
|
(62,412)
|
|
Total Property, Plant and Equipment, net
|
$
|
16,911
|
|
|
$
|
17,255
|
|
Included in the total plant, property and equipment above were $3.5 million and $2.8 million of assets in progress which have not been placed in service as of July 3, 2020 and June 28, 2019, respectively. Depreciation and amortization expense related to property, plant and equipment, including amortization of internal use software and capital lease equipment, was $4.4 million, $4.5 million and $5.2 million in fiscal 2020, 2019 and 2018, respectively.
Accrued Expenses
Our accrued expenses are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
July 3,
2020
|
|
June 28,
2019
|
Accrued compensation and benefits
|
$
|
11,814
|
|
|
$
|
7,583
|
|
Accrued agent commissions
|
2,356
|
|
|
2,035
|
|
Accrued warranties
|
3,196
|
|
|
3,323
|
|
Other
|
9,554
|
|
|
9,614
|
|
|
$
|
26,920
|
|
|
$
|
22,555
|
|
We accrue for the estimated cost to repair or replace products under warranty. Changes in our warranty liability, which is included as a component of accrued expenses in the consolidated balance sheets, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
|
|
|
|
(In thousands)
|
2020
|
|
2019
|
|
2018
|
Balance as of the beginning of the fiscal year
|
$
|
3,323
|
|
|
$
|
3,196
|
|
|
$
|
3,056
|
|
Warranty provision recorded during the period
|
1,564
|
|
|
1,974
|
|
|
2,529
|
|
Consumption during the period
|
(1,691)
|
|
|
(1,847)
|
|
|
(2,389)
|
|
Balance as of the end of the period
|
$
|
3,196
|
|
|
$
|
3,323
|
|
|
$
|
3,196
|
|
Advance payments and Unearned Income
Our advance payments and unearned income are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
July 3,
2020
|
|
June 28,
2019
|
Advance payments
|
$
|
2,529
|
|
|
$
|
1,534
|
|
Unearned income
|
19,343
|
|
|
12,428
|
|
|
$
|
21,872
|
|
|
$
|
13,962
|
|
Note 6. Fair Value Measurements of Assets and Liabilities
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal market (or most advantageous market, in the absence of a principal market) for the asset or liability in an orderly transaction between market participants as of the measurement date. We maximize the use of observable inputs and minimize the use of unobservable inputs in measuring fair value and establish a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The three levels of inputs used to measure fair value are as follows:
•Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities;
•Level 2 — Observable market-based inputs or observable inputs that are corroborated by market data; and
•Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The carrying amounts, estimated fair values and valuation input levels of our assets and liabilities that are measured at fair value on a recurring basis as of July 3, 2020 and June 28, 2019 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 3, 2020
|
|
|
|
June 28, 2019
|
|
|
|
|
(In thousands)
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Valuation
Inputs
|
Assets:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|
Money market funds
|
$
|
18,189
|
|
|
$
|
18,189
|
|
|
$
|
15,121
|
|
|
$
|
15,121
|
|
|
Level 1
|
Bank certificates of deposit
|
$
|
3,250
|
|
|
$
|
3,250
|
|
|
$
|
1,989
|
|
|
$
|
1,989
|
|
|
Level 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
Other accrued expenses:
|
|
|
|
|
|
|
|
|
|
Foreign exchange forward contracts
|
$
|
14
|
|
|
$
|
14
|
|
|
$
|
7
|
|
|
$
|
7
|
|
|
Level 2
|
We classify items within Level 1 if quoted prices are available in active markets. Our Level 1 items mainly are money market funds purchased from two major financial institutions. As of July 3, 2020, these money market funds were valued at $1.00 net asset value per share by these financial institutions.
We classify items in Level 2 if the observable inputs to quoted market prices, benchmark yields, reported trades, broker/dealer quotes or alternative pricing sources are available with reasonable levels of price transparency. Our bank certificates of deposit and foreign exchange forward contracts are classified within Level 2. Foreign currency forward contracts are measured at fair value using observable foreign currency exchange rates. The assets and liabilities related to our foreign currency forward contracts were not material as of July 3, 2020 and June 28, 2019. We did not have any recurring assets or liabilities that were valued using significant unobservable inputs.
Our policy is to recognize asset or liability transfers among Level 1, Level 2 and Level 3 as of the actual date of the events or change in circumstances that caused the transfer. During fiscal 2020, 2019 and 2018, we had no transfers between levels of the fair value hierarchy of our assets or liabilities measured at fair value.
Note 7. Credit Facility and Debt
On May 4, 2020, we entered into Amendment No. 3 to Third Amended and Restated Loan and Security Agreement with Silicon Valley Bank (the “SVB Credit Facility”) which extended the expiration date to June 28, 2021. The SVB Credit Facility provides for a $23.8 million accounts receivable formula based revolving credit facility that can be borrowed by our U.S. company, with a $25.0 million sublimit that can be borrowed by our U.S. and Singapore entities. Loans may be advanced under the SVB Credit Facility based on a borrowing base equal to a specified percentage of the value of eligible accounts of the borrowers under the SVB Credit Facility. The borrowing base is subject to certain eligibility criteria. Availability under the accounts receivable formula based revolving credit facility can also be utilized to issue letters of credit with a $12.0 million sub limit. We may prepay loans under the SVB Credit Facility in whole or in part at any time without premium or penalty. As of July 3, 2020, available credit under the SVB Credit Facility was $13.3 million reflecting the calculated borrowing base of $23.8 million less existing borrowings of $9.0 million and outstanding letters of credit of $1.5 million.
The SVB Credit Facility carries an interest rate, at our option, computed (i) at the prime rate reported in the Wall Street Journal plus a spread of 0.50% to 1.50%, with such spread determined based on our adjusted quick ratio; or (ii) if we satisfy a minimum adjusted quick ratio, a LIBOR rate determined in accordance with the SVB Credit Facility, plus a spread of 2.75%. Any outstanding Singapore subsidiary borrowed loans shall bear interest at an additional 2.00% above the applicable prime or LIBOR rate. During fiscal 2020, the weighted average interest rate on our outstanding loan was 3.97%. As of July 3, 2020 and June 28, 2019, our outstanding debt balance under the SVB Credit Facility was $9.0 million, and the interest rate was 3.75% and 6.00%, respectively.
The SVB Credit Facility contains monthly and quarterly financial covenants including minimum adjusted quick ratio and minimum profitability (EBITDA) requirements. In the event our adjusted quick ratio falls below a certain level, cash received in our accounts with Silicon Valley Bank may be directly applied to reduce outstanding obligations under the SVB Credit Facility. The SVB Credit Facility also imposes certain restrictions on our ability to dispose of assets, permit a change in control, merge or consolidate, make acquisitions, incur indebtedness, grant liens, make investments, make certain restricted payments and enter into transactions with affiliates under certain circumstances. Certain of our assets, including accounts receivable, inventory, and equipment, are pledged as collateral for the SVB Credit Facility. Upon an event of default, outstanding obligations would be immediately due and payable. Under certain circumstances, a default interest rate will apply on all obligations during the existence of an event of default at a per annum rate of interest equal to 5.00% above the applicable interest rate. As of July 3, 2020, we were in compliance with the quarterly financial covenants, as amended, contained in the SVB Credit Facility. The $9.0 million borrowing was classified as a current liability as of July 3, 2020 and June 28, 2019. We repaid the $9.0 million outstanding as of July 3, 2020 in July 2020.
Due to the current economic uncertainty stemming from the impact of the COVID-19 pandemic, on April 21, 2020, we entered into a Paycheck Protection Program Note (the “Note”) with Silicon Valley Bank as the lender (“Lender”) in an aggregate principal amount of $5.9 million pursuant to the Paycheck Protection Program under the CARES Act (the “PPP Loan”). On April 22, 2020, we received proceeds of $5.9 million from the PPP Loan. At the time when we applied for the PPP Loan, we had qualified to receive the funds pursuant to the then published qualification requirements. On April 23, 2020, the SBA, in consultation with the Department of Treasury, issued new guidance regarding qualification requirements for public companies. Based on our assessment of the new guidance, on May 5, 2020, we repaid the principal and interest on the PPP Loan.
We also obtained an uncommitted short-term line of credit of $0.3 million from a bank in New Zealand to support the operations of our subsidiary located there in fiscal 2015. This line of credit provides for $0.2 million in short-term advances at various interest rates, all of which was available as of July 3, 2020. The line of credit also provides for the issuance of standby letters of credit and company credit cards, of which $0.1 million was outstanding as of July 3, 2020. This facility may be terminated upon notice, is reviewed annually for renewal or modification, and is supported by a corporate guarantee.
Note 8. Restructuring Activities
The following table summarizes our restructuring related activities during fiscal year 2020, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
Severance and Benefits
|
|
|
|
|
|
|
|
|
|
Facilities and Other
|
|
|
|
|
|
Q4 2020 Plan
|
|
Q3 2020 Plan
|
|
Fiscal 2020 Plan
|
|
Fiscal
2018-2019
Plan
|
|
Prior Years' Plans
|
|
Fiscal
2015-2016
Plan
|
|
Prior Years' Plans
|
|
Total
|
Balance as of June 30, 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
478
|
|
|
$
|
563
|
|
|
$
|
673
|
|
|
$
|
1,714
|
|
Charges, net
|
—
|
|
|
—
|
|
|
—
|
|
|
1,532
|
|
|
(5)
|
|
|
(253)
|
|
|
5
|
|
|
1,279
|
|
Cash payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(361)
|
|
|
(63)
|
|
|
(678)
|
|
|
(1,102)
|
|
Foreign currency translation loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
19
|
|
|
—
|
|
|
21
|
|
Balance as of June 29, 2018
|
—
|
|
|
—
|
|
|
—
|
|
|
1,532
|
|
|
114
|
|
|
266
|
|
|
—
|
|
|
1,912
|
|
Charges, net
|
—
|
|
|
—
|
|
|
—
|
|
|
736
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
736
|
|
Cash payments
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,245)
|
|
|
(48)
|
|
|
(23)
|
|
|
—
|
|
|
(1,316)
|
|
Foreign currency translation gain
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5)
|
|
|
—
|
|
|
(5)
|
|
Balance as of June 28, 2019
|
—
|
|
|
—
|
|
|
—
|
|
|
1,023
|
|
|
66
|
|
|
238
|
|
|
—
|
|
|
1,327
|
|
Charges, net
|
1,879
|
|
|
595
|
|
|
1,725
|
|
|
(150)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,049
|
|
Cash payments
|
(322)
|
|
|
(164)
|
|
|
(1,365)
|
|
|
(783)
|
|
|
(2)
|
|
|
—
|
|
|
—
|
|
|
(2,636)
|
|
Foreign current translation gain
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2)
|
|
|
—
|
|
|
(2)
|
|
Balance as of July 3, 2020
|
$
|
1,557
|
|
|
$
|
431
|
|
|
$
|
360
|
|
|
$
|
90
|
|
|
$
|
64
|
|
|
$
|
236
|
|
|
$
|
—
|
|
|
$
|
2,738
|
|
As of July 3, 2020, the sum of the accrual balance of $2.7 million was in short-term restructuring liabilities on the consolidated balance sheets.
Q4 2020 Plan
During the fourth quarter of fiscal 2020, our Board of Directors approved a restructuring plan (the “Q4 2020 Plan”) in order to continue to reduce our operating costs and improve profitability to optimize our business model and increase efficiencies. The Q4 2020 Plan is being implemented starting with our fourth fiscal quarter of 2020 through the second fiscal quarter of 2021. Payments related to the accrued restructuring liability balance for this plan are expected to be fully paid in fiscal 2021.
Q3 2020 Plan
During the third quarter of fiscal 2020, our Board of Directors approved a restructuring plan (the “Q3 2020 Plan”) in order to reduce our operating costs and improve profitability to optimize our business model and increase efficiencies. Payments related to the accrued restructuring liability balance for this plan are expected to be fully paid in fiscal 2021.
Fiscal 2020 Plan
During the fourth quarter of fiscal 2019, our Board of Directors approved a restructuring plan (the “Fiscal 2020 Plan”) to primarily consolidate product development, right size our resources to support our international business and other support functions. Payments related to the accrued restructuring liability balance for this plan are expected to be fully paid in fiscal 2021.
Fiscal 2018-2019 Plan
During the fourth quarter of fiscal 2018, our Board of Directors approved a restructuring plan (the “Fiscal 2018-2019 Plan”) to consolidate back-office support functions and align resources by geography to lower our expense structure. We completed the restructuring activities under the Fiscal 2018-2019 Plan at the end of fiscal 2019. Payments related to the accrued restructuring liability balance for this plan are expected to be fully paid in fiscal 2021.
Fiscal 2015-2016 Plan
In January 2018, we reached a settlement with certain foreign government for grant liabilities which allowed us to reduce our estimated payments relating to prior years’ restructuring plan by $0.3 million. During the third quarter of fiscal 2015, with the intent to bring our operational cost structure in line with the changing dynamics of the microwave radio and telecommunications markets, we initiated a restructuring plan (the “Fiscal 2015-2016 Plan”) to lower fixed overhead costs and operating expenses and to preserve cash flow. Activities under the Fiscal 2015-2016 Plan primarily included reductions in workforce across the Company, but primarily in operations outside the United States. We completed the restructuring activities under the Fiscal 2015-2016 Plan as of July 1, 2016. Payments related to the accrued restructuring liability balance for this plan are expected to be paid in fiscal 2021.
Note 9. Stockholders’ Equity
Stock Repurchase Program
In May 2018, our board of directors approved a repurchase program pursuant to which authorized repurchase of up to $7.5 million of our common stock.
The following table summarizes the repurchase of our common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except share and per-share amounts)
|
|
Shares
|
|
Weighted-Average Price Paid per Share
|
|
Aggregate purchase price
|
Fiscal 2020
|
|
128,023
|
|
|
$
|
13.82
|
|
|
$
|
1,769
|
|
Fiscal 2019
|
|
156,269
|
|
|
$
|
14.78
|
|
|
$
|
2,309
|
|
All repurchased shares were retired. As of July 3, 2020, $3.4 million remained available for repurchase under our stock repurchase program. The repurchase program has been suspended temporarily since February 2020.
Stock Incentive Programs
Stock Equity Plan
At July 3, 2020, we had one stock incentive plan for our employees and non-employee directors, the 2018 Incentive Plan (the “2018 Plan”). The 2018 Plan was approved by the stockholders at the fiscal year 2017 Annual Stockholders’ Meeting and it added 500,000 shares to the equity pool of shares available to grant to employees and non-employee directors. The 2018 Plan replaced the 2007 Plan as our primary long-term incentive program (“LTIP”). The 2007 Plan was discontinued following stockholder approval of the 2018 Plan, but the outstanding awards under the 2007 Plan will continue to remain in effect in accordance with their terms; provided that, as shares are returned under the 2007 Plan upon cancellation, termination or otherwise of awards outstanding under the 2007 Plan, such shares will be available for grant under the 2018 Plan. The 2018 Plan also 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 our common stock on the date the options are granted using our 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 to non-executive board members annually 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 criteria and continued employment through the end of the applicable period. Market-based stock units vest upon meeting certain predetermined share price performance criteria and continued employment through the end of the applicable period.
We issue new shares of our common stock to our employees upon the exercise of stock options, vesting of restricted stock awards and units or vesting of performance share awards and units. All awards that are canceled prior to vesting or expire unexercised are returned to the approved pool of reserved shares and made available for future grants under the 2018 Plan. Shares of our common stock remaining available for future issuance under the 2018 Plan totaled 653,764 as of July 3, 2020.
On September 6, 2016, our Board of Directors authorized and declared a dividend distribution of one right (a “Right”) for each outstanding share of our common stock, par value $0.01 per share (the “Common Shares”), to our stockholders of record as of the close of business on September 16, 2016 (the “Record Date”). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Participating Preferred Stock, par value $0.01 per share (the “Preferred Shares”), of the Company at an exercise price of $35.00 (the “Exercise Price”) per one one-thousandth of a Preferred Share, subject to adjustment. Until the rights become exercisable, they will not be evidenced by separate certificates and will trade automatically with shares of the Company’s common stock. The Rights have a de minimis fair value. The complete terms of the Rights are set forth in a Tax Benefit Preservation Plan (the “Plan”), dated as of September 6, 2016, between the Company and Computershare Inc., as rights agent. By adopting the Plan, we are helping to preserve the value of certain deferred tax benefits, including those generated by net operating losses (collectively, the “Tax Benefits”), which could be lost in the event of an “ownership change” as defined under Section 382 of the Internal Revenue Code of 1986, as amended. The Plan reduces the likelihood that changes in our investor base have the unintended effect of limiting our use of the Tax Benefits. The Plan expired on September 6, 2019. On March 3, 2020, our Board of Directors reauthorized the Plan at the same term with a Record Date of March 13, 2020.
Also, on September 6, 2016, our Board of Directors adopted certain amendments to our Amended and Restated Certificate of Incorporation, as amended (the “Charter Amendments”). The Charter Amendments are designed to preserve the Tax Benefits by restricting certain transfers of our common stock. The Plan, reauthorized by our Board of Directors on March 3, 2020, will be subject to our shareholders approval at our upcoming Annual Shareholders’ Meeting to be held in November 2020.
Employee Stock Purchase Plan
Under the Employee Stock Purchase Plan (“ESPP”), employees are entitled to purchase shares of our common stock at a 5% discount from the fair market value at the end of a three-month purchase period. As of July 3, 2020, 57,598 shares were reserved for future issuances under the ESPP. We issued 1,248 shares under the ESPP during fiscal 2020.
Share-Based Compensation
Total following table presents the compensation expense for share-based awards included in our consolidated statements of operations for fiscal 2020, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
|
|
|
|
(In thousands)
|
2020
|
|
2019
|
|
2018
|
By Expense Category:
|
|
|
|
|
|
Cost of product sales and services
|
$
|
182
|
|
|
$
|
170
|
|
|
$
|
201
|
|
Research and development
|
112
|
|
|
150
|
|
|
147
|
|
Selling and administrative
|
1,392
|
|
|
1,403
|
|
|
2,009
|
|
Total share-based compensation expense
|
$
|
1,686
|
|
|
$
|
1,723
|
|
|
$
|
2,357
|
|
By Types of Award:
|
|
|
|
|
|
Options
|
$
|
588
|
|
|
$
|
389
|
|
|
$
|
139
|
|
Restricted stock awards and units
|
743
|
|
|
879
|
|
|
1,696
|
|
Performance share awards and units and market-based stock units
|
355
|
|
|
455
|
|
|
522
|
|
Total share-based compensation expense
|
$
|
1,686
|
|
|
$
|
1,723
|
|
|
$
|
2,357
|
|
The following table summarizes the unamortized compensation expense and the remaining years over which such expense would be expected to be recognized, on a weighted-average basis, by type of award:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 3, 2020
|
|
|
|
|
Unamortized Expense
|
|
Weighted-Average Remaining Recognition Period
|
|
|
(In thousands)
|
|
(Years)
|
Options
|
|
$
|
818
|
|
|
1.91
|
Restricted stock awards and units
|
|
$
|
838
|
|
|
1.62
|
Performance share awards and units
|
|
$
|
696
|
|
|
1.89
|
Stock Options
A summary of the combined stock option activity under our equity plans during fiscal 2020 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted-Average
Exercise Price-
|
|
Weighted-Average
Remaining
Contractual
Life
|
|
Aggregate
Intrinsic
Value
|
|
|
|
|
|
(Years)
|
|
(In thousands)
|
Options outstanding as of June 28, 2019
|
369,004
|
|
|
$
|
21.85
|
|
|
3.37
|
|
$
|
—
|
|
Granted
|
142,485
|
|
|
$
|
14.27
|
|
|
|
|
|
Exercised
|
(832)
|
|
|
$
|
14.88
|
|
|
|
|
|
Forfeited
|
(41,459)
|
|
|
$
|
17.62
|
|
|
|
|
|
Expired
|
(147,480)
|
|
|
$
|
25.68
|
|
|
|
|
|
Options outstanding as of July 3, 2020
|
321,718
|
|
|
$
|
17.30
|
|
|
4.20
|
|
$
|
798
|
|
Options vested and expected to vest as of July 3, 2020
|
321,718
|
|
|
$
|
17.30
|
|
|
4.20
|
|
$
|
798
|
|
Options exercisable as of July 3, 2020
|
134,955
|
|
|
$
|
19.81
|
|
|
1.83
|
|
$
|
219
|
|
The aggregate intrinsic value represents the total pre-tax intrinsic value or the aggregate difference between the closing price of our common stock on July 2, 2020 of $18.59, in place of July 3, 2020 as the stock market was closed in observance of Independence Day, and the exercise price for in-the-money options that would have been received by the optionees if all options had been exercised on July 3, 2020.
The fair value of each option grant under our 2018 Stock Plan was estimated using the Black-Scholes option pricing model on the date of grant. A summary of the significant weighted-average assumptions we used in the Black-Scholes valuation model is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
|
|
|
|
|
2020
|
|
2019
|
|
2018
|
Expected dividends
|
—
|
|
|
—
|
|
|
N/A
|
Expected volatility
|
51.7
|
%
|
|
59.0
|
%
|
|
N/A
|
Risk-free interest rate
|
1.7
|
%
|
|
2.8
|
%
|
|
N/A
|
Weighted-average grant date fair value per share granted
|
$
|
14.45
|
|
|
$
|
8.93
|
|
|
N/A
|
The following summarizes all of our stock options outstanding and exercisable as of July 3, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
|
|
|
|
|
|
Options Exercisable
|
|
|
Actual Range of Exercise Prices
|
|
|
Number
Outstanding
|
|
Weighted-Average
Remaining
Contractual
Life
|
|
Weighted-Average
Exercise Price
|
|
Number
Exercisable
|
|
Weighted-Average
Exercise Price
|
|
|
|
|
|
(Years)
|
|
|
|
|
|
|
$12.84
|
—
|
$12.84
|
16,367
|
|
|
6.88
|
|
$
|
12.84
|
|
|
—
|
|
|
$
|
—
|
|
$14.45
|
—
|
$14.45
|
122,545
|
|
|
5.44
|
|
$
|
14.45
|
|
|
17,862
|
|
|
$
|
14.45
|
|
$14.88
|
—
|
$15.60
|
34,296
|
|
|
1.27
|
|
$
|
15.28
|
|
|
34,296
|
|
|
$
|
15.28
|
|
$17.80
|
—
|
$17.80
|
105,393
|
|
|
4.90
|
|
$
|
17.80
|
|
|
39,680
|
|
|
$
|
17.80
|
|
$23.52
|
—
|
$26.28
|
29,695
|
|
|
0.32
|
|
$
|
25.85
|
|
|
29,695
|
|
|
$
|
25.85
|
|
$27.72
|
—
|
$27.72
|
291
|
|
|
0.50
|
|
$
|
27.72
|
|
|
291
|
|
|
$
|
27.72
|
|
$31.20
|
—
|
$31.20
|
13,131
|
|
|
0.19
|
|
$
|
31.20
|
|
|
13,131
|
|
|
$
|
31.20
|
|
$12.48
|
—
|
$31.20
|
321,718
|
|
|
4.20
|
|
$
|
17.30
|
|
|
134,955
|
|
|
$
|
19.81
|
|
Additional information related to our stock options is summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
|
|
|
|
(In thousands)
|
2020
|
|
2019
|
|
2018
|
Intrinsic value of options exercised
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
1
|
|
Fair value of options vested
|
$
|
499
|
|
|
$
|
23
|
|
|
$
|
140
|
|
Restricted Stock Awards and Units
A summary of the status of our restricted stock as of July 3, 2020 and changes during fiscal 2020 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted-Average
Grant Date
Fair Value
|
Restricted stock outstanding as of June 28, 2019
|
171,567
|
|
|
$
|
9.90
|
|
Granted
|
86,662
|
|
|
$
|
14.23
|
|
Vested and released
|
(173,679)
|
|
|
$
|
9.93
|
|
Forfeited
|
(3,721)
|
|
|
$
|
9.86
|
|
Restricted stock outstanding as of July 3, 2020
|
80,829
|
|
|
$
|
14.28
|
|
The fair value of each restricted stock grant is based on the closing price of our common stock on the date of grant. The total fair value of restricted stock that vested during fiscal 2020, 2019 and 2018 was $1.7 million, $2.2 million and $0.4 million, respectively.
Market-Based Stock Units
A summary of the status of our market-based stock units granted during fiscal 2020 as of July 3, 2020 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted-Average
Grant Date
Fair Value
|
Restricted stock outstanding as of June 28, 2019
|
—
|
|
|
$
|
—
|
|
Granted
|
46,500
|
|
|
7.13
|
|
Restricted stock outstanding as of July 3, 2020
|
46,500
|
|
|
$
|
7.13
|
|
|
|
|
|
The fair value for each market-based stock units with market condition was estimated using the Monte-Carlo simulation model. A summary of the significant weighted-average assumptions we used in the Monte-Carlo simulation model is as follows:
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
|
|
2020
|
|
Expected dividends
|
—
|
|
|
Expected volatility
|
36.4% - 47.3%
|
|
Risk-free interest rate
|
1.6
|
%
|
|
Weighted-average grant date fair value per share granted
|
$
|
14.29
|
|
|
Performance Share Awards and Units
A summary of the status of our performance shares awards and units as of July 3, 2020 and changes during fiscal 2020 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted-Average
Grant Date
Fair Value
|
Performance share awards and units outstanding as of June 28, 2019
|
124,597
|
|
|
$
|
14.59
|
|
Granted
|
51,706
|
|
|
$
|
14.45
|
|
Vested and released
|
(49,297)
|
|
|
$
|
9.55
|
|
Forfeited/Cancelled
|
(51,238)
|
|
|
$
|
17.37
|
|
Performance share awards and units outstanding as of July 3, 2020
|
75,768
|
|
|
$
|
15.90
|
|
Note 10. Segment and Geographic Information
We operate in one reportable business segment: the design, manufacturing and sale of a range of wireless networking products, solutions and services. We conduct business globally and our sales and support activities are managed on a geographic basis. Our Chief Executive Officer is the Chief Operating Decision Maker (the “CODM”). Our CODM manages our 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 our geographic regions is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company.
We report revenue by region and country based on the location where our customers accept delivery of our products and services. Revenue by region for 2020, 2019 and 2018 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
|
|
|
|
(In thousands)
|
2020
|
|
2019
|
|
2018
|
North America
|
$
|
151,709
|
|
|
$
|
132,884
|
|
|
$
|
131,078
|
|
Africa and Middle East
|
37,595
|
|
|
48,305
|
|
|
58,459
|
|
Europe and Russia
|
11,157
|
|
|
16,933
|
|
|
18,205
|
|
Latin America and Asia Pacific
|
38,181
|
|
|
45,736
|
|
|
34,764
|
|
Total Revenue
|
$
|
238,642
|
|
|
$
|
243,858
|
|
|
$
|
242,506
|
|
Revenue by country comprising more than 5% of our total revenue for fiscal 2020, 2019 and 2018 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except percentages)
|
Revenue
|
|
% of
Total Revenue
|
Fiscal 2020:
|
|
|
|
United States
|
$
|
147,795
|
|
|
61.9
|
%
|
Philippines
|
$
|
12,550
|
|
|
5.3
|
%
|
Fiscal 2019:
|
|
|
|
United States
|
$
|
129,929
|
|
|
53.3
|
%
|
Philippines
|
$
|
24,368
|
|
|
10.0
|
%
|
Fiscal 2018:
|
|
|
|
United States
|
$
|
128,269
|
|
|
52.9
|
%
|
South Africa
|
$
|
13,929
|
|
|
5.7
|
%
|
Philippines
|
$
|
13,838
|
|
|
5.7
|
%
|
Our long-lived assets, consisting primarily of net property, plant and equipment, by geographic areas based on the physical location of the assets as of July 3, 2020 and June 28, 2019 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
July 3,
2020
|
|
June 28,
2019
|
New Zealand
|
$
|
8,342
|
|
|
$
|
8,368
|
|
United States
|
4,829
|
|
|
4,984
|
|
United Kingdom
|
2,420
|
|
|
2,654
|
|
Other countries
|
1,320
|
|
|
1,249
|
|
Total
|
$
|
16,911
|
|
|
$
|
17,255
|
|
Note 11. Income Taxes
Income before provision for income taxes during fiscal year 2020, 2019 and 2018 consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
|
|
|
|
(In thousands)
|
2020
|
|
2019
|
|
2018
|
United States
|
$
|
9,497
|
|
|
$
|
5,827
|
|
|
$
|
7,718
|
|
Foreign
|
(5,788)
|
|
|
(4,277)
|
|
|
(6,452)
|
|
Total income before income taxes
|
$
|
3,709
|
|
|
$
|
1,550
|
|
|
$
|
1,266
|
|
Provision for (benefit from) income taxes from continuing operations for fiscal year 2020, 2019 and 2018 were summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
|
|
|
|
(In thousands)
|
2020
|
|
2019
|
|
2018
|
Current provision (benefit):
|
|
|
|
|
|
Federal
|
$
|
(10)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign
|
3,589
|
|
|
527
|
|
|
2,043
|
|
State and local
|
45
|
|
|
45
|
|
|
76
|
|
|
3,624
|
|
|
572
|
|
|
2,119
|
|
Deferred provision (benefit):
|
|
|
|
|
|
Federal
|
(744)
|
|
|
(7,482)
|
|
|
(3,397)
|
|
Foreign
|
572
|
|
|
(1,278)
|
|
|
242
|
|
|
(172)
|
|
|
(8,760)
|
|
|
(3,155)
|
|
Total provision for (benefit from) income taxes
|
$
|
3,452
|
|
|
$
|
(8,188)
|
|
|
$
|
(1,036)
|
|
The provision for (benefit from) income taxes differed from the amount computed by applying the federal statutory rate of 21.0%, 21.0% and 28.1% for fiscal 2020, 2019 and 2018, respectively, to our income before provision for (benefit from) income taxes as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
|
|
|
|
(In thousands)
|
2020
|
|
2019
|
|
2018
|
Tax provision at statutory rate
|
$
|
779
|
|
|
$
|
308
|
|
|
$
|
442
|
|
Valuation allowances
|
(6,577)
|
|
|
(13,461)
|
|
|
(53,308)
|
|
Permanent differences
|
(347)
|
|
|
664
|
|
|
348
|
|
State and local taxes, net of U.S. federal tax benefit
|
542
|
|
|
2,008
|
|
|
441
|
|
Foreign income taxed at rates different than the U.S. statutory rate
|
764
|
|
|
1,488
|
|
|
22
|
|
Tax credit/deductions - generated and expired
|
99
|
|
|
2,167
|
|
|
—
|
|
|
|
|
|
|
|
Foreign withholding taxes
|
303
|
|
|
911
|
|
|
1,287
|
|
Brazil withholding tax receivable
|
—
|
|
|
(1,877)
|
|
|
—
|
|
Singapore refund
|
—
|
|
|
—
|
|
|
(1,325)
|
|
Change in uncertain tax positions
|
2,674
|
|
|
859
|
|
|
508
|
|
|
|
|
|
|
|
Impact from tax reform
|
—
|
|
|
—
|
|
|
50,115
|
|
Deferred true-up adjustments
|
5,634
|
|
|
(1,371)
|
|
|
—
|
|
Other
|
(419)
|
|
|
116
|
|
|
434
|
|
Total provision for (benefit from) income taxes
|
$
|
3,452
|
|
|
$
|
(8,188)
|
|
|
$
|
(1,036)
|
|
Our provision for (benefit from) income taxes was $3.5 million of expense for fiscal 2020, $8.2 million of benefit for fiscal 2019 and $1.0 million of benefit for fiscal 2018. The tax expense for fiscal 2020 was primarily due to tax expense related to profitable foreign subsidiaries and increase in our reserve for uncertain tax positions.
During fiscal year 2020, we corrected the prior year balance of deferred tax assets and liabilities relating to property and equipment, accruals and reserves, stock compensation, unrealized exchange loss and tax loss and credit carryforwards, as well as the valuation allowance related to these assets by an equal and offsetting amount. As a result, certain items that comprised our prior year tax benefit reconciliation have been revised as of June 28, 2019, with no change to the tax benefit amount of $8.2 million. As a result, the previously reported amounts were revised as follows: valuation allowance decreased by $0.7 million, tax credit/deductions - generated and expired increased by $0.2 million and deferred true-up adjustments increased by $0.5 million as of June 28, 2019 in the table above. There was also a reclassification of $1.9 million between deferred true-up adjustments and other. These immaterial adjustments to the disclosures had no effect on the consolidated balance sheets, statements of operations and cash flows for any periods presented.
Our tax benefit for fiscal 2019 was primarily due to the release of certain U.S. federal and state valuation allowances of $7.5 million and refundable foreign withholding tax credit, partially offset by losses in tax jurisdictions in which we cannot recognize tax benefits. During the first quarter of fiscal 2019, we received notification from the Department of Federal Revenue of Brazil that our withholding tax refund request had been approved. We recorded a net discrete income tax benefit of $1.6 million for the release of valuation allowance previously recorded as a deferred tax asset for the withholding tax credits. This consisted of an income tax benefit of $1.9 million for the refundable withholding tax credit, less tax expense of $0.3 million from recognizing an ASC 740-10 reserve previously recorded as a reduction to the withholding tax credits. We expect to receive the refundable withholding tax credit during our fiscal year 2021.
The components of deferred tax assets and liabilities were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
July 3, 2020
|
|
June 28, 2019
|
Deferred tax assets:
|
|
|
|
Inventory
|
$
|
4,849
|
|
|
$
|
—
|
|
Accruals and reserves
|
2,923
|
|
|
889
|
|
Bad debts
|
201
|
|
|
6
|
|
Amortization
|
1,585
|
|
|
1,916
|
|
Stock compensation
|
465
|
|
|
1,021
|
|
Deferred revenue
|
2,124
|
|
|
2,583
|
|
Unrealized exchange gain/loss
|
129
|
|
|
58
|
|
Other
|
4,845
|
|
|
4,547
|
|
Tax credit carryforwards
|
5,498
|
|
|
5,876
|
|
Tax loss carryforwards
|
126,550
|
|
|
141,685
|
|
Total deferred tax assets before valuation allowance
|
149,169
|
|
|
158,581
|
|
Valuation allowance
|
(136,097)
|
|
|
(142,865)
|
|
Total deferred tax assets
|
13,072
|
|
|
15,716
|
|
Deferred tax liabilities:
|
|
|
|
Branch undistributed earnings reserve
|
57
|
|
|
801
|
|
Depreciation
|
142
|
|
|
619
|
|
Inventory
|
—
|
|
|
1,810
|
|
Right of Use Asset
|
556
|
|
|
—
|
|
Other
|
63
|
|
|
—
|
|
Total deferred tax liabilities
|
818
|
|
|
3,230
|
|
Net deferred tax assets
|
$
|
12,254
|
|
|
$
|
12,486
|
|
|
|
|
|
As Reported on the Consolidated Balance Sheets
|
|
|
|
Deferred income tax assets
|
$
|
12,799
|
|
|
$
|
13,864
|
|
Deferred income tax liabilities
|
545
|
|
|
1,378
|
|
Total net deferred income tax assets
|
$
|
12,254
|
|
|
$
|
12,486
|
|
During fiscal year 2020, we corrected the prior year balance of deferred tax assets and liabilities relating to property and equipment, accruals and reserves, stock compensation, unrealized exchange loss and tax loss and credit carryforwards, as well as the valuation allowance related to these assets by an equal and offsetting amount. As a result, the previously reported amounts were revised as follows: deferred tax assets decreased by $0.2 million, valuation allowance decreased by $0.7 million and deferred tax liabilities increased by $0.5 million as of June 28, 2019 in the table above. These immaterial adjustments to the disclosures had no effect on the consolidated balance sheets, statements of operations and cash flows for any periods presented.
Our valuation allowance related to deferred income taxes, as reflected in our consolidated balance sheets, was $136.1 million as of July 3, 2020 and $142.9 million as of June 28, 2019. The change in valuation allowance for the fiscal years ended July 3, 2020 and June 28, 2019 was a decrease of $6.8 million and $14.4 million, as revised for the correction to the deferred tax assets in table above, respectively. The decrease in the valuation allowance in fiscal 2020 was primarily due to the release of certain U.S. federal, state, and foreign valuation allowances, partially offset by losses in tax jurisdictions in which we cannot recognize tax benefits.
We entered into a tax sharing agreement with Harris effective on January 26, 2007, the date of the acquisition of Stratex. The tax sharing agreement addresses, among other things, the settlement process associated with pre-merger tax liabilities and tax attributes, including tax loss carryforwards that are attributable to the Microwave Communication Division when it was a division of Harris. There were no settlement payments recorded since the acquisition date.
Realization of deferred tax assets is dependent upon future earnings in applicable tax jurisdictions. Prior to fiscal 2019, due to our U.S. operating losses in previous years and continuing U.S. earnings volatility which did not allow sustainable profitability, we had established and maintained a full valuation allowance for our U.S. deferred tax assets. While there had been a trend of positive evidence that had been strengthening prior to fiscal 2019, it was not sufficiently persuasive to outweigh the negative evidence in future periods. During the third quarter of fiscal 2019, we generated our third consecutive profitable year from a U.S. pre-tax book income perspective. Accordingly, we determined that it was more likely than not that we would realize a portion of our U.S. deferred tax assets, primarily relating to certain net operating loss carryforwards and current temporary differences. The positive evidence as of March 29, 2019, which outweighed the negative evidence to release a portion of the valuation allowance, included our fiscal 2019 and three-year cumulative U.S. profitability driven by continued demand for our products in North America that have historically resulted in higher margins than international sales, reductions in operating expenses resulting from our previous restructurings, and our forecasted U.S. operating profits in future periods. The negative evidence primarily relates to certain net operating loss carryforwards and credits that are expected to expire prior to utilization. We believed that our positive evidence was strong and continues to be strong in fiscal 2020. The improved financial performance as it relates to U.S. profitability in recent years is an objectively verifiable piece of positive evidence and is the result of a number of factors which have been present to a greater or lesser extent in prior years but had only gathered sufficient weight to deliver objectively verifiable, consistent U.S. pre-tax book profits in fiscal 2019. In performing our analysis, we used the most updated plans and estimates that we currently use to manage the underlying business and calculated the utilization of our deferred tax assets. Accordingly, during fiscal 2019, we released $7.5 million of U.S. valuation allowance as a discrete item on certain deferred tax assets. The remaining valuation allowance relates to deferred tax assets, for which we believe it is not more likely than not to be realized in future periods. We also performed this analysis in fiscal 2020, which resulted in no additional U.S. valuation allowance release.
Tax loss and credit carryforwards as of July 3, 2020 have expiration dates ranging between one year and no expiration in certain instances. The amounts of U.S. federal tax loss carryforwards as of July 3, 2020 and June 28, 2019 were $404.1 million ($325.6 million and $78.5 million related to Harris tax attributes) and $408.5 million ($330.0 million and $78.5 million to Harris tax attributes), respectively, and begin to expire in fiscal 2023. The amount of U.S. federal and state tax credit carryforwards as of July 3, 2020 was $8.0 million, and certain credits will begin to expire in fiscal 2021. The amount of foreign tax loss carryforwards as of July 3, 2020 was $189.1 million and certain losses begin to expire in fiscal 2021. The amount of foreign tax credit carryforwards as of July 3, 2020 was $2.6 million, and certain credits will begin to expire in fiscal 2023.
United States income taxes have not been provided on basis differences in foreign subsidiaries of $1.6 million and $0.8 million as of July 3, 2020 and June 28, 2019, respectively, because of our intention to reinvest these earnings indefinitely. The residual U.S. tax liability, if such amounts were remitted, would be nominal.
As of July 3, 2020 and June 28, 2019, we had unrecognized tax benefits of $18.0 million and $13.0 million, respectively, as revised for correction to unrecognized tax benefits in the table below, for various federal, foreign, and state income tax matters. Unrecognized tax benefits increased by $5.0 million. Our total unrecognized tax benefits that, if recognized, would affect our effective tax rate were $5.8 million and $3.6 million, respectively, as of July 3, 2020 and June 28, 2019. These unrecognized tax benefits are presented on the accompanying consolidated balance sheets net of the tax effects of net operating loss carryforwards.
We account for interest and penalties related to unrecognized tax benefits as part of our provision for income taxes. The interest accrued was $0.7 million as of July 3, 2020 and $0.6 million as of June 28, 2019. An immaterial amount of penalties have been accrued.
Our unrecognized tax benefit activity for fiscal 2020, 2019 and 2018 was as follows:
|
|
|
|
|
|
(In thousands)
|
Amount
|
|
|
|
|
|
|
|
|
|
|
Unrecognized tax benefit as of June 30, 2017
|
$
|
15,432
|
|
Additions for tax positions in prior periods
|
509
|
|
Additions for tax positions in current periods
|
349
|
|
Decreases for tax positions in prior periods
|
(3,481)
|
|
Decreases related to change of foreign exchange rate
|
31
|
|
Unrecognized tax benefit as of June 29, 2018
|
12,840
|
|
Additions for tax positions in prior periods
|
287
|
|
Additions for tax positions in current periods
|
1,501
|
|
Decreases for tax positions in prior periods
|
(1,674)
|
|
Decreases related to change of foreign exchange rate
|
33
|
|
Unrecognized tax benefit as of June 28, 2019
|
12,987
|
|
Additions for tax positions in prior periods
|
7,023
|
|
Additions for tax positions in current periods
|
3,094
|
|
Decreases for tax positions in prior periods
|
(4,692)
|
|
Decreases related to change of foreign exchange rate
|
(365)
|
|
Unrecognized tax benefit as of July 3, 2020
|
$
|
18,047
|
|
During fiscal year 2020, we corrected the prior year balance of unrecognized tax benefits relating to certain reserves, as well as the deferred tax asset and valuation allowance related to these reserves by an equal and offsetting amount. As a result, the net unrecognized tax benefit as of June 30, 2017 and June 28, 2019 have both been adjusted in the table above and decreased by $3.3 million and $0.2 million, respectively.
We have a number of years with open tax audits which vary from jurisdiction to jurisdiction. Our major tax jurisdictions that are open and subject to potential audits include the U.S., Singapore, Nigeria, Saudi Arabia and the Ivory Coast. The earliest years for these jurisdictions are as follows: U.S. - 2003; Singapore - 2015; Nigeria - 2006: Saudi Arabia - 2014, and Ivory Coast - 2017.
During the fourth quarter of fiscal 2020, we completed our audit with the Inland Revenue of Singapore (IRAS) for fiscal years 2011 to 2014, which resulted in a reduction to net operating loss carryforward of $9.7 million and recorded no tax expense due to a full valuation allowance against Singapore’s deferred tax assets.
On March 27, 2020, the US enacted the Coronavirus Aid, Relief, and Economic Security (CARES) Act which provided certain tax relief measures including, but not limited to, (1) a five-year net operating loss carryback, (2) changes in the deduction of interest, (3) acceleration of alternative minimum tax credit (AMT) refunds, and (4) a technical correction to allow accelerated deductions for qualified improvement property. The Tax Cuts and Jobs Act repealed the corporate AMT credit and allowed taxpayers to claim any unused AMT credit over four tax years beginning in tax year 2018. The CARES Act allows for acceleration of the refundable AMT credit up to 100% of the AMT credit to be refunded in tax year 2018. During the third quarter of fiscal 2020, in connection with our analysis of the impact of the CARES Act, we reclassified the refundable AMT credit of $3.4 million from long-term to short-term receivable and recorded no income tax effects on the other tax relief measures of the CARES Act.
Note 12. Commitments and Contingencies
Purchase Orders and Other Commitments
From time to time in the normal course of business, we may enter into purchasing agreements with our suppliers that require us to accept delivery of, and remit full payment for, finished products that we have ordered, finished products that we requested be held as safety stock, and work in process started on our behalf in the event we cancel or terminate the purchasing agreement. Because these agreements do not specify fixed or minimum quantities, do not
specify minimum or variable price provisions, and do not specify the approximate timing of the transaction, and we have no present intention to cancel or terminate any of these agreements, we currently do not believe that we have any future liability under these agreements. As of July 3, 2020, we had outstanding purchase obligations with our suppliers or contract manufacturers of $22.1 million. In addition, we had contractual obligations of approximately $1.6 million associated with software as a service and software maintenance support as of July 3, 2020.
Financial Guarantees and Commercial Commitments
Guarantees issued by banks, insurance companies or other financial institutions are contingent commitments issued to guarantee our performance under borrowing arrangements, such as bank overdraft facilities, tax and customs obligations and similar transactions or to ensure our performance under customer or vendor contracts. The terms of the guarantees are generally equal to the remaining term of the related debt or other obligations and are generally limited to two years or less. As of July 3, 2020, we had no guarantees applicable to our debt arrangements.
We have entered into commercial commitments in the normal course of business including surety bonds, standby letters of credit agreements and other arrangements with financial institutions primarily relating to the guarantee of future performance on certain contracts to provide products and services to customers. As of July 3, 2020, we had commercial commitments of $57.2 million outstanding that were not recorded on our consolidated balance sheets. During the second quarter of fiscal 2017, we recorded a payout in cost of revenues of $0.4 million on the performance guarantees to a contractor in the Middle East region. We believe the customer improperly drew down on the performance bond and intend to pursue all remedies available to recover the payment. We do not believe, based on historical experience and information currently available, that it is probable that any significant amounts will be required to be paid on the performance guarantees in the future.
Indemnifications
Under the terms of substantially all of our license agreements, we have agreed to defend and pay any final judgment against our customers arising from claims against such customers that our products infringe the intellectual property rights of a third party. As of July 3, 2020, we have not received any notice that any customer is subject to an infringement claim arising from the use of our products; we have not received any request to defend any customers from infringement claims arising from the use of our products; and we have not paid any final judgment on behalf of any customer related to an infringement claim arising from the use of our products. Because the outcome of infringement disputes is related to the specific facts of each case and given the lack of previous or current indemnification claims, we cannot estimate the maximum amount of potential future payments, if any, related to our indemnification provisions. As of July 3, 2020, we had not recorded any liabilities related to these indemnifications.
Legal Proceedings
We are subject from time to time to disputes with customers concerning our products and services. In May 2016, we received notification of a claim for damages from a customer alleging that certain of our products were defective. Although we believe that we have numerous contractual and legal defenses to these disputes but at this time we have accrued an immaterial amount representing the estimated probable loss for which we would settle the matter. We currently cannot form an estimate of the range of loss in excess of our amounts already accrued. If the outcome of this matter is greater than the current immaterial amount accrued, we intend to dispute it vigorously.
From time to time, we may be involved in various other legal claims and litigation that arise in the normal course of our operations. We are aggressively defending all current litigation matters. Although there can be no assurances and the outcome of these matters is currently not determinable, we currently believe that none of these claims or proceedings are likely to have a material adverse effect on our financial position. We expect to defend each of these disputes vigorously. There are many uncertainties associated with any litigation and these actions or other third-party claims against us may cause us to incur costly litigation and/or substantial settlement charges. As a result, our business, financial condition, results of operations, and cash flows could be adversely affected. The actual liability in any such matters may be materially different from our estimates, if any.
We record accruals for our outstanding legal proceedings, investigations or claims when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. We evaluate, at least on a quarterly basis, developments in legal proceedings, investigations or claims that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable. We have not recorded any accrual for loss contingencies associated with such legal claims or litigation discussed above.
Contingent Liabilities
We record a loss contingency as a charge to operations when (i) it is probable that an asset has been impaired or a liability has been incurred at the date of the 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 those conditions if there is a reasonable possibility that a loss may have been incurred. Gain contingencies are not recorded until realized. We expense all legal costs incurred to resolve regulatory, legal and tax matters as incurred.
In March 2016, an enforcement action by the Indian Department of Revenue, Ministry of Finance was brought against our subsidiary 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 FEMA. In November 2017, the Indian Department of Revenue, Ministry of Finance also initiated a similar action against 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 our acquisition of Telsima India in February 2009. In September 2019, our directors of Aviat India appeared before the Ministry of Finance Enforcement Directorate. No settlement offers were discussed at the meeting and the matter is still ongoing with no subsequent hearing date currently scheduled. We have accrued an immaterial amount representing the estimated probable loss for which we would settle the matter. We currently cannot form an estimate of the range of loss in excess of our amounts already accrued. If the outcome of this matter is greater than the current immaterial amount accrued, we intend to dispute it vigorously.
Periodically, we review the status of each significant matter to assess the potential financial exposure. If a potential loss is considered probable and the amount can be reasonably estimated, we reflect the estimated loss in our results of operations. Significant judgment is required to determine the probability that a liability has been incurred or an asset impaired and whether such loss is reasonably estimable. Further, estimates of this nature are highly subjective, and the final outcome of these matters could vary significantly from the amounts that have been included in our consolidated financial statements. As additional information becomes available, we reassess the potential liability related to our pending claims and litigation and may revise estimates accordingly. Such revisions in the estimates of the potential liabilities could have a material impact on our results of operations and financial position.
COVID-19
In March 2020, the World Health Organization characterized a recent pandemic of respiratory illness caused by novel coronavirus disease, known as COVID-19, as a pandemic. The pandemic has resulted in government authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place or stay-at-home orders, and business shutdowns. Our global operations expose us to risks associated with public health crises and epidemics/pandemics, such as the COVID-19 virus. The COVID-19 virus may have an impact on our operations, supply chains and distribution systems and increase our expenses, including as a result of impacts associated with preventive and precautionary measures that we, other businesses and governments are taking or requiring. The extent to which the COVID-19 pandemic impacts our business, prospects and results of operations will depend on future developments, which are highly uncertain, including, but not limited to, the duration and spread of the pandemic, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating activities can resume. Management is actively monitoring the impact of COVID-19 on our financial condition, liquidity, operations, suppliers, industry, and workforce.
Our first priority remains the health and safety of our employees and their families. Employees whose tasks can be done off-site have been instructed to work from home. Our manufacturing sites support essential businesses and remain operational. We are maintaining social distancing for workers on-site and have enhanced cleaning protocols and usage of personal protective equipment, where appropriate.
The impact to our supply chain lead times and ability to fulfill orders was minimal for the second half of fiscal 2020. However, depending on pandemic-related factors like the uncertain duration of temporary manufacturing restrictions as well as our ability to perform field services during shelter in place orders, we could experience constraints and delays in fulfilling customer orders in future periods. We are monitoring, assessing and adapting to the situation and preparing for implications to our business, supply chain and customer demand. We expect these challenges to continue until business and economic activities return to more normal levels. The financial results for the second half of fiscal 2020 reflect some of the reduced activity experienced during the period in various locations around the world.
Note 13. Quarterly Financial Data (Unaudited)
The following financial information reflects all normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of the results of the interim periods. Our fiscal quarters end on the Friday nearest the end of the calendar quarter. Summarized quarterly data for fiscal 2020 and 2019 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except per share amounts)
|
Q1
Ended
9/27/2019
|
|
Q2
Ended
12/27/2019
|
|
Q3
Ended
4/3/2020
|
|
Q4
Ended
7/3/2020
|
Fiscal 2020
|
|
|
|
|
|
|
|
Revenue
|
$
|
58,614
|
|
|
$
|
55,997
|
|
|
$
|
61,379
|
|
|
$
|
62,652
|
|
Gross margin
|
22,556
|
|
|
18,319
|
|
|
21,961
|
|
|
21,860
|
|
Operating income (loss)
|
1,519
|
|
|
(1,497)
|
|
|
1,236
|
|
|
2,120
|
|
Net income (loss)
|
54
|
|
|
(1,671)
|
|
|
731
|
|
|
1,143
|
|
Per share data:
|
|
|
|
|
|
|
|
Basic net income (loss) per common share
|
$
|
0.01
|
|
|
$
|
(0.31)
|
|
|
$
|
0.14
|
|
|
$
|
0.21
|
|
Diluted net income (loss) per common share
|
$
|
0.01
|
|
|
$
|
(0.31)
|
|
|
$
|
0.13
|
|
|
$
|
0.21
|
|
|
|
|
|
|
|
|
|
(In thousands, except per share amounts)
|
Q1
Ended
9/28/2018
|
|
Q2
Ended
12/28/2018
|
|
Q3
Ended
3/29/2019
|
|
Q4
Ended
6/28/2019
|
Fiscal 2019
|
|
|
|
|
|
|
|
Revenue
|
$
|
60,504
|
|
|
$
|
65,088
|
|
|
$
|
54,037
|
|
|
$
|
64,229
|
|
Gross margin
|
17,925
|
|
|
22,490
|
|
|
16,255
|
|
|
22,600
|
|
Operating (loss) income
|
(1,514)
|
|
|
2,883
|
|
|
(2,503)
|
|
|
2,502
|
|
Net (loss) income
|
(750)
|
|
|
2,310
|
|
|
4,339
|
|
|
3,839
|
|
Per share data:
|
|
|
|
|
|
|
|
Basic net (loss) income per common share
|
$
|
(0.14)
|
|
|
$
|
0.43
|
|
|
$
|
0.81
|
|
|
$
|
0.71
|
|
Diluted net (loss) income per common share
|
$
|
(0.14)
|
|
|
$
|
0.41
|
|
|
$
|
0.78
|
|
|
$
|
0.69
|
|
The following tables summarize charges (recoveries) included in our results of operations for each of the fiscal quarters presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
Q1
Ended
9/27/2019
|
|
Q2
Ended
12/27/2019
|
|
Q3
Ended
4/3/2020
|
|
Q4
Ended
7/3/2020
|
Fiscal 2020
|
|
|
|
|
|
|
|
Restructuring charges
|
$
|
1,177
|
|
|
$
|
381
|
|
|
$
|
617
|
|
|
$
|
1,874
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
Q1
Ended
9/28/2018
|
|
Q2
Ended
12/28/2018
|
|
Q3
Ended
3/29/2019
|
|
Q4
Ended
6/28/2019
|
Fiscal 2019
|
|
|
|
|
|
|
|
Restructuring charges (recovery)
|
$
|
796
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(60)
|
|
WTM inventory recovery
|
$
|
(88)
|
|
|
$
|
(2)
|
|
|
$
|
—
|
|
|
$
|
(65)
|
|
Strategic alternative costs
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
491
|
|
|
$
|
102
|
|
Tax receivable from Department of Federal Revenue of Brazil
|
$
|
(1,646)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Release of valuation allowance
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7,054)
|
|
|
$
|
(432)
|
|