2020 Proxy Statement & Annual Report Aviat Networks, Inc. September 25, 2020 To Our Stockholders: Our fiscal 2020 was marked with many accomplishments and an unprecedented disruption as a result of the COVID- 19 pandemic. Upon joining the company in January 2020, I saw significant opportunity to improve the foundation, define a strategic plan and pursue a more rigorous focus on growth. Throughout the year, we bolstered our foundation, launched new offerings, won new customers and demonstrated improved profitability. In fact, we delivered the highest annual profitability, 5.7% of Adjusted EBITDA, in the last 10 years of Aviat’s history. We achieved this amidst COVID-19, a cyberattack at one of our contract manufacturers and transitions of the executive management team. We are proud of the team’s performance in the face of these challenges. Our foundation has been improved by the following: • Upgrade of the executive leadership team and the overall talent of Aviat; • Optimization of the sales and operations process; • Deepening the understanding of the value of our offerings; • Improvement in our voice of the customer process; • Implementation of a performance management system; • Refresh of Aviat’s values and culture. Development and Implementation of our Corporate Strategy We recognized that to drive growth, there was a need to develop a corporate strategy. A significant part of our strategy, voice of the customer process and understanding value, was focused on improving our products and offerings. These foundational improvements resulted in the rollout of products with compelling value propositions: • Multi-band radio platform which improves total cost of ownership particularly where spectrum costs are high; • Frequency assurance software (FAS) solves a critical interference problem and creates a base to build a software as a service business; • North America mission-critical radio platform upgrade to enhance our position as the leader in public safety, utility, and transportation segments; • All-outdoor solution for 5G which leads the industry in system gain RF performance for lowest overall total cost of ownership. Our strategy, execution and process improvements translated into new customer and commercial wins including: • Network rollout for Virginia State Police demonstrating Aviat’s leading position in mission critical networks; • Our first microwave upgrade agreement (MUA) subscription offering with a large county government which ensures long term business and generates recurring cash flow; • Multi-band wins at Safaricom and Globe for 5G emanating from our focus on total cost of ownership; • New commercial partners to expand our reach in Middle East and Latin America; • Market validation and first orders for new frequency assurance software (FAS). We improved our profitability on an Adjusted EBITDA basis primarily by cost containment. We announced and executed our restructuring plans and expect to see significant savings on an annualized basis in fiscal 2021. We also improved our sales and operations process which led to improved gross margin. We are well-positioned in fiscal 2021 as we continue to execute our corporate strategy. We have the recipe to grow as demonstrated by North America where revenue grew 14% in FY20. North America business performance is highlighted by new wins, realizing our differentiated product offerings, and capturing three strong demand drivers: 5G mobile, mission critical networks and rural broadband. Our North America business expanded into new states, cities, and applications. The North America team has seized upon our differentiation. We have won initial business with FAS in public safety, utility, and service provider accounts. FAS is the industry’s only software expert system for the detection and reporting of interference on microwave links and is patent pending. FAS can prevent outages by identifying interference events and arm our customers with data analysis to deal with regulators on interference issues. FAS is critical to the reliability of mission critical microwave links especially with the emergence of WiFi 6e that allows unlicensed devices to operate in a key microwave band in the US. The North America team is capitalizing on additional opportunities. We are leveraging our core products to capture 5G growth and serving our rural internet customers via the Aviat Store, the industry’s only e-commerce platform for wireless transport solutions. Our strategic plan addresses the need to improve growth internationally. Our international opportunity for growth is sizable since we currently hold approximately a 2% share of a $2.3B market. We will capture this opportunity by executing our strategy: defend tier one accounts, leverage our value proposition at tier two accounts, and improve customers cost of ownership with offerings such as FAS, multi-band, and the Aviat Store. In the second half of fiscal 2020, we progressed in all these areas. Key evidence are the wins in Africa and Asia Pacific with the multi-band offering, securing local reseller partnerships that extend sales reach, and we expect to get traction with FAS and Aviat Store shortly. 5G demand is picking up and we see many international operators investing in their transport networks now to support 5G rollouts in the coming months and years. Aviat’s radios lead the industry in RF performance which will be a key requirement as networks evolve to 5G. Fiscal 2020 Financial Results In fiscal 2020, we reported total revenue of $238.6 million, compared to revenue of $243.9 million in the prior year. Revenue in North America increased by $18.8 million year-over-year or 14%. This helped offset a decline in international revenue as we had expected but the decline in the second half of the fiscal year was smaller than what we had experienced in the first half of the fiscal year. We exited fiscal 2020 with a book to bill well above 1, due in part to our strong performance in North America and a strong backlog. For fiscal 2020, GAAP gross margin of 35.5% and non-GAAP gross margins of 35.6% compared to GAAP and non-GAAP margin in Fiscal 2019 of 32.5%, represented an increase of 300 basis points and 310 basis points, respectively. For fiscal 2020, the Company reported GAAP total operating expenses of $81.3 million, compared to $77.9 million in the comparable fiscal 2019 period, an increase of $3.4 million or 4.4%. On a non-GAAP basis, excluding the impact of restructuring charges and share-based compensation, total operating expenses for the twelve months ended July 3, 2020 were $75.8 million, compared to $75.0 million in the fiscal 2019 period, an increase of $0.7 million or 1.0%. Operating expenses increased primarily due to fiscal 2020 containing an extra week. We reported Adjusted Earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) of $13.5 million in fiscal 2020, as compared to $8.8 million in the prior year, a year-over-year increase of approximately $4.8M. We ended fiscal 2020 with $41.6 million in cash and cash equivalents on our balance sheet, compared to $31.9 million for fiscal 2019, an increase of $9.7 million. We also invested approximately $1.8 million to repurchase shares from our stock repurchase program, and $3.4 million remains available under the program. Our net cash of $32.6 million at the end of fiscal 2020 was the highest level exiting a fiscal year since fiscal 2014. We continued to generate positive cash flow from operations and our working capital metrics remain among the best in our history, with further improvements anticipated. Fiscal 2021 Outlook We anticipate modest growth in both revenue and Adjusted EBITDTA in fiscal 2021. We have a strong backlog entering fiscal 2021. Our company and our products are well-positioned to benefit from key market drivers: • Rollout of 5G; • Increased importance of mission-critical networks; • Expansion of rural broadband networks. We anticipate continuing our strong momentum across these verticals. We have great relationship and history with global and domestic 5G players. We will continue to focus on share gains in our mission-critical network business. Lastly, we will leverage increased funding for rural broadband and the Aviat Store to participate in the expansion of these developing networks. Aviat’s goals are clearly defined: growth, margin expansion, expense reductions and meaningful bottom-line improvements. We expect to deliver on these goals in fiscal year 2021. Sincerely, President and CEO, Aviat Networks This letter to stockholders contains statements that qualify as “forward looking statements” under the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to our plans, strategies and objectives for future operations: expectations regarding future performance; plans for new products; services or developments; expectations of future economic conditions; opportunities to improve business processes; expected impacts on our operating results due to the volume, timing, customer, product and geographic mix of our product orders; our growth potential and the potential of industries and the markets we serve. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. These risks, uncertainties and other factors are discussed in our fiscal year 2020 Form 10-K and in our other filings with the Securities and Exchange Commission. You should not rely on any forward-looking statements,
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