Item 7.01 Regulation FD Disclosure
The information contained in this Current Report on Form 8-K , including the
accompanying Exhibit 99.1, is being furnished pursuant to Item 2.02 and 7.01 of
Form 8-K and shall not be deemed to be "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the 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 Exhibit 99.1, 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 May 2, 2012, Aviat Networks, Inc. ("Aviat Networks") issued a press release
announcing its results of operations and financial condition as of and for its
third quarter of fiscal year 2012, which ended March 30, 2012 and guidance
regarding expected revenue for its fourth quarter of fiscal 2012. The full text
of the press release and related financial tables is furnished herewith as
Exhibit 99.1 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 net income or loss and net income or loss
(or earnings or loss) per basic and diluted share for the third quarter of
fiscal 2012. 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"). Each of such non-GAAP net
income or loss amounts was determined by excluding certain items including
share-based compensation, amortization of purchased technology, NetBoss bad debt
expenses, amortization of intangible assets, restructuring charges,
transactional tax assessments and adjustment to reflect zero percent pro forma
tax rate. 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 or loss, net income or
loss, and net income or loss per share 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 our 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 the Company's financial
performance.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is furnished herewith:
99.1 Press Release, issued by Aviat Networks, Inc. on May 2, 2012.