On July 2, 2024, the Company acquired 4RF Limited (“4RF”), a New Zealand company. Aviat purchased all of the issued and outstanding shares of 4RF in an all-cash transaction for $18.2 million, net of $1.2 million cash acquired. 4RF is a leading provider of industrial wireless access solutions, including narrowband point-to-point/multi-point radios and Private LTE and 5G routers. The acquisition of 4RF allows Aviat to expand its product offering for the global industrial wireless access markets including Private LTE/5G.

The 4RF acquisition was accounted for as a business combination using the acquisition method of accounting. The Company is in the process of obtaining independent third-party valuations of the intangible and tangible assets acquired. The fair values of the acquired intangible assets are based on estimates and assumptions that are considered reasonable to the Company.


(In thousands)
Cash and cash equivalents	$	1,215
Accounts receivable, net	2,575
Inventories	6,861
Property, plant and equipment, net	235
Identifiable finite-lived intangible assets:
Customer relationships	6,300
Technology	2,200
Trade names	300
Other assets	3,503
Accounts payable	(5,104)
Advance payments and unearned revenue	(323)
Other liabilities	(2,134)
Goodwill	3,737
Net assets acquired	$	19,365

The preliminary purchase price allocation has been updated for certain measurement period adjustments based on revised estimates of fair value, which primarily resulted in a $0.9 million decrease in identifiable finite-lived intangible assets acquired, a $0.2 million increase in other assets and a $0.7 million increase to goodwill. The preliminary purchase price allocation is subject to adjustment based on the Company obtaining final independent third-party valuations and determining fair value and final allocations of purchase price to the identifiable assets acquired and liabilities assumed. The goodwill from this acquisition is non-deductible for tax purposes.

On May 9, 2023, the Company entered into a Master Sale of Business Agreement (as amended on November 30, 2023, the “Purchase Agreement”) with NEC Corporation (“NEC”), to acquire NEC’s wireless transport business (the “NEC Transaction”). The Company completed the NEC Transaction on November 30, 2023 (the “Closing Date”).

Prior to the Closing Date, NEC was a leader in wireless backhaul networks with an extensive installed base of their Pasolink series products. The completion of the NEC Transaction increases the scale of Aviat, enhances the Company’s product portfolio with a greater capability to innovate, and creates a more diversified business. The results of operations of the NEC Transaction have been included in the consolidated financial statements since the Closing Date.

The fair value of the consideration transferred at the closing of the NEC Transaction was comprised of (i) cash of $32.2 million, and (ii) the issuance of 736,750 shares or $22.3 million of common stock of the Company. The fair value of the shares issued was determined based on the closing market price of the Company’s common stock on the Closing Date. Aggregate consideration transferred at closing was approximately $54.5 million, which was subject to certain post-closing adjustments. The Company funded the cash portion of the consideration transferred at closing primarily with Term Loan borrowings under its Credit Facility. See Note 6. Credit Facility and Debt for further information.

In the second quarter of fiscal 2025, the Company transferred consideration of $5.8 million to settle a portion of the post-closing working capital adjustment. As of March 28, 2025, the Company recorded accruals of approximately $13.2 million in estimated additional cash consideration, which is included in other current liabilities on the unaudited condensed consolidated balance sheets. The additional consideration is primarily related to the settlement of the remaining post-closing working capital adjustment.

The NEC Transaction was accounted for as a business combination using the acquisition method of accounting. The Company has obtained final independent third-party valuations of the intangible and tangible assets acquired. The fair values of the acquired intangible assets are based on estimates and assumptions that are considered reasonable by the Company. As of the acquisition date, the Company has recorded the assets acquired and the liabilities assumed at their respective estimated fair values. The recognized goodwill is attributable to the workforce of the acquired business and expected synergies. The goodwill from this acquisition is expected to be fully deductible for tax purposes.


(In thousands)
Accounts receivable, net	$	42,487
Inventories	29,279
Property, plant and equipment, net	539
Identifiable finite-lived intangible assets:
Customer relationships	9,200
Technology	3,200
Other assets	243
Accounts payable	(13,182)
Advance payments and unearned revenue	(3,192)
Other liabilities	(5,597)
Goodwill	10,543
Net assets acquired	$	73,520

The following unaudited supplemental pro forma information has been presented as if the NEC Transaction occurred at the beginning of fiscal 2023 and includes certain pro forma adjustments for interest expense, depreciation and amortization expense, the fair value of acquired inventory, and transaction costs, net of income tax:

The unaudited pro forma information presented above is for informational purposes only and is not necessarily indicative of the operating results that would have occurred if the NEC Transaction occurred at the beginning of fiscal 2023, nor is it necessarily indicative of future operating results.