Item 2.02 Results of Operations and Financial Condition

Item 2.02 RegulationFD Disclosure

The information contained in this Current Report on Form 8-K , including the accompanying Exhibit99.1, is being furnished to Item 2.02 and 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. The information contained in this Current Report on Form 8-K that is furnished under Item 2.02 and 7.01, including the accompanying Exhibit99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

On September6, 2017, Aviat Networks, Inc. (“Aviat Networks”) issued a press release announcing its results of operations and financial condition as of and for its fiscal fourth quarter and fiscal year 2017, which ended on June30, 2017. The full text of the press release and related financial tables is furnished herewith as Exhibit99.1 and is incorporated herein by reference.

Use of Non-GAAP Measures and Comparative Financial Information

The press release and related financial tables include a discussion of non-GAAP financial measures, including non-GAAP (loss) income from continuing operations attributable to Aviat Networks, non-GAAP net (loss) income per diluted share from continuing operations attributable to Aviat Networks, and adjusted income (loss) before interest, tax, depreciation and amortization ("Adjusted EBITDA") for the fiscal fourth quarter and fiscal year 2017. A “non-GAAP financial measure” is generally defined as a numerical measure of a company's historical or future performance that excludes or includes amounts, or is subject to adjustments, so as to be different from the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles (“GAAP”). The non-GAAP (loss) income from continuing operations was determined by excluding share-based compensation and other non-recurring charges (recoveries). Adjusted EBITDA attributable to Aviat Networks was determined by excluding depreciation and amortization on property, plant and equipment, interest, provision for income taxes, and non-GAAP pre-tax adjustments, as set forth above, from the GAAP loss from continuing operations attributable to Aviat Networks. Aviat Networks has included in its press release a reconciliation of non-GAAP financial measures disclosed in the press release to the most directly comparable GAAP financial measures.

Aviat Networks reports information in accordance with U.S. GAAP. Management of Aviat Networks monitors gross margin, operating income (loss), (loss) income from continuing operations attributable to Aviat Networks, (loss) income per share from continuing operations and Adjusted EBITDA on a non-GAAP basis for planning and forecasting results in future periods, and may use these measures for some management compensation purposes. As such, historical non-GAAP combined information has been included in this press release for comparative purposes. As a result, management is presenting these non-GAAP measures in addition to results reported in accordance with GAAP to better communicate underlying operational and financial performance in each period. Management believes these non-GAAP measures provide information that is useful to investors in understanding period-over-period operating results separate and apart from items that may, or could, have a disproportionate positive or negative impact on results in any given period. Management also believes that these non-GAAP measures enhance the ability of an investor to analyze trends in Aviat Networks' business and to better understand its performance.

Aviat Networks management does not, nor does it suggest that investors should consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Aviat Networks presents such non-GAAP financial measures in reporting its financial results to provide investors with an additional tool to evaluate Aviat Networks' financial performance.

Item 2.02 Financial Statements and Exhibits.

(d)Exhibits.

The following exhibit is furnished herewith:

AVIAT NETWORKS, INC. Exhibit
EX-99.1 2 a8-kerexhibitsq4fy17.htm EXHIBIT 99.1 8-K ER Exhibits Q4FY17 NewsRelease www.aviatnetworks.com Aviat Networks Announces Fiscal 2017 Fourth Quarter and Year-end Financial Results•Q4 FY17 GAAP operating loss of $0.6 million represents a $12.6 million improvement year-over-year; Non-GAAP operating income of $0.2 million represents a $6.3 million improvement year-over-year •Q4 FY17 GAAP net loss from continuing operations attributable to Aviat Networks of $1.5 million represents a $13.8 million improvement year-over-year; Non-GAAP net loss from continuing operations attributable to Aviat Networks of $0.1 million represents a $6.3 million improvement year-over-year•FY17 GAAP operating loss of $1.0 million represents a $26.5 million improvement year-over-year; Non-GAAP operating income of $1.9 million represents a $20.0 million improvement year-over-year •FY17 GAAP net loss from continuing operations attributable to Aviat Networks of $0.8 million represents a $29.6 million improvement year-over-year; Non-GAAP net income from continuing operations attributable to Aviat Networks of $0.7 million represents a $20.2 million improvement year-over-year•Aviat Networks anticipates bottom-line improvements in FY18 driven by top-line stabilizing,…
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About AVIAT NETWORKS, INC. (NASDAQ:AVNW)

Aviat Networks, Inc., together with its subsidiaries, is a supplier of microwave networking solutions. The Company’s product categories include point-to-point microwave and millimeter wave radios that are licensed (subject to local frequency regulatory requirements), lightly-licensed and license-exempt (operating in license-exempt frequencies), and element and network management software. In addition, it provides a range of professional services enabling it to deliver turnkey networks, including design, deployment, maintenance and managed services. It designs, manufactures and sells a range of wireless networking products, solutions and services to mobile and fixed public network operators, private network operators, Federal, State and Local government agencies, transportation, energy and utility companies, public safety agencies and broadcast network operators around the world. The Company sells products and services directly to its customers and also use agents and resellers.

AVIAT NETWORKS, INC. (NASDAQ:AVNW) Recent Trading Information

AVIAT NETWORKS, INC. (NASDAQ:AVNW) closed its last trading session down -0.53 at 14.75 with 7,673 shares trading hands.