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 January 30, 2013, Aviat Networks, Inc. ("Aviat Networks") issued a press
release announcing its results of operations and financial condition as of and
for its second quarter of fiscal year 2013, which ended December 28, 2012 and
guidance regarding expected revenue for its third quarter of fiscal 2013. 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 income or loss from continuing
operations, non-GAAP net income or loss from continuing operations per basic and
diluted share, and adjusted earnings before interest, tax, depreciation and
amortization ("adjusted EBITA") for the second quarter of fiscal 2013. 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 income or loss from
continuing operations was determined by excluding share-based compensation,
amortization of purchased technology, amortization of intangible assets,
restructuring charges, and adjustment to reflect pro forma tax rate. Adjusted
EBITDA was determined by excluding depreciation and amortization on property,
plant and equipment, interest expense, provision for income taxes, and non-GAAP
pre-tax adjustments as set forth above, from the GAAP income from continuing
operations. 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, income or loss
from continuing operations, income or loss from continuing operations per share
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
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.