As used in this Quarterly Report on Form 10-Q, unless the context suggests otherwise, the terms "DZS," the "Company" "we," "our" and "us" refer to DZS Inc. and its subsidiaries.

Forward-Looking Statements



This Quarterly Report on Form 10-Q, including "Management's Discussion and
Analysis of Financial Condition and Results of Operations," contains
forward-looking statements regarding future events and our future results that
are subject to the safe harbors created under the Securities Act of 1933 (the
"Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act").
These statements are based on current expectations, estimates, forecasts, and
projections about the industries in which we operate, and reflect the beliefs
and assumptions of our management as of the date hereof.

We use words such as "anticipate," "believe," "continue," "could," "estimate,"
"expect," "forecast," "goal," "intend," "may," "plan," "project," "seek,"
"should," "target," "will," "would," variations of such words, the negative of
such words, and similar expressions to identify forward-looking statements. In
addition, statements that refer to projections of earnings, revenue, costs or
other financial items in future periods; our ability to satisfy our short- and
long-term cash requirements; anticipated growth and trends in our business,
industry or key markets; future growth and revenues from our products; our plans
and our ability to refinance or repay our existing indebtedness prior to the
applicable maturity dates; our ability to access other capital to fund our
future operations; future economic conditions and performance; the impact of the
global outbreak of COVID-19; the impact of interest rate and foreign currency
fluctuations; anticipated performance of products or services; competition;
plans, objectives and strategies for future operations, including our pursuit or
strategic acquisitions and our continued investment in research and development;
other characterizations of future events or circumstances; and all other
statements that are not statements of historical fact, are forward-looking
statements within the meaning of the Securities Act and the Exchange
Act. Although we believe that the assumptions underlying the forward-looking
statements are reasonable, we can give no assurance that our expectations will
be attained. Factors which could have a material adverse effect on our
operations and future prospects or which could cause actual results to differ
materially from our expectations include, but are not limited to:

• the impact of the global COVID-19 pandemic on the Company's business and

operations, including as a result of travel bans related thereto, the health


      and wellbeing of our employees in affected areas and disruption of our
      supply chain;



• our ability to realize the anticipated cost savings, synergies and other

benefits of the Company's acquisitions and any integration risks relating to


      the Company's acquisitions;




   •  our ability to generate sufficient revenue to achieve or sustain
      profitability;




   •  our ability to raise additional capital to fund existing and future
      operations or to refinance or repay our future indebtedness;




  • our ability to hire and retain key management and other personnel;




  • defects or other performance problems in our products;



• any economic slowdown in the telecommunications industry that restricts or

delays the purchase of our products by our customers, or delays in payments


      of accounts receivable by our customers;




  • commercial acceptance of our products;



• intense competition in the communications equipment market from large

equipment companies as well as private companies with products that address


      the same network needs as our products;




  • higher than anticipated expenses that we may incur;



• any failure to comply with the periodic report filing and other requirements


      of The Nasdaq Stock Market for continued listing;



• our ability to meet future customer demands, by utilizing outsourced

manufacturers and based on the availability of raw material component parts;


      and



• additional factors discussed in our Annual Report on Form 10-K for the year

ended December 31, 2020 and from time to time in our other reports filed


      with the SEC.




You are urged to consider these factors carefully in evaluating the
forward-looking statements herein and are cautioned not to place undue reliance
on such forward-looking statements, which are qualified in their entirety by
this cautionary statement.

                                       22

--------------------------------------------------------------------------------

OVERVIEW



We are a global provider of packet-based mobile transport, broadband access,
network orchestration and cloud-native automation solutions deployed by advanced
Tier I, national and regional service providers and enterprise customers. Our
solutions are deployed worldwide. Our intelligent-edge solutions are focused on
creating significant value for our customers by delivering innovative solutions
that empower global communication advancement by shaping the internet connection
experience.

We research, develop, test, sell, manufacture and support platforms in the areas
of mobile transport and fixed broadband access, as discussed below. We have
extensive regional development and support centers around the world to support
our customer needs.

Our network access solutions and communications platforms include products in
Mobile Transport and Fixed Broadband Access, which includes broadband access and
connected premises.

Mobile Transport. Our DZS Chronos portfolio provides a robust, manageable

and scalable solution for mobile operators that enable them to upgrade their

mobile fronthaul/midhaul/backhaul ("xHaul") systems and migrate to fifth

generation wireless technologies ("5G") and beyond. DZS Chronos provides a

full range of 5G-ready xHaul solutions that are open, software-defined, and

field proven. Our mobile xHaul products may be collocated at the radio

access node base station and can aggregate multiple radio access node base

stations into a single backhaul for delivery of mobile traffic to the radio

access node network controller. Our products support pure Ethernet switching


      as well as layer 3 IP and Multiprotocol Label Switching ("MPLS"), and we
      interoperate with other vendors in these networks.


   •  Fixed Broadband Access. Our DZS Velocity portfolio offers a variety of
      solutions for carriers and service providers to connect residential and
      business customers, either using high-speed fiber or leveraging their

existing deployed copper networks to offer broadband services to customer

premises. Once our broadband access products are deployed, the service

provider can offer voice, high-definition and ultra-high-definition video,

highspeed internet access and business class services to their customers. In

addition, the switching and routing products we provide in this space offer

a high-performance and manageable solution that bridges the gap from carrier

access technologies to the core network. XCelerate by DZS increases the

velocity with which service providers can leap to multi-gigabit services at

scale by enabling rapid transition from GPON to XGS-PON and gigabit Ethernet

to 10 gigabit Ethernet via any service port across a range of existing DZS

Velocity chassis and 10 gig optimized stackable.

• Network Orchestration. Our DZS Cloud solution accelerates our software

capabilities specifically in the areas of network orchestration, application

slicing, automation, analytics, and service assurance. We offer a

commercial, carrier-grade network-slicing enabled orchestration platform

complementing our position with physical network devices supporting O-RAN

and 5G networks. Communications service providers are implementing software

defined networking ("SDN") and network functions virtualization ("NFV")

architectures to reduce reliance on proprietary systems and hardware, which


      increase service agility, flexibility, and deployment of new network
      services while lowering costs.

• Connected Premises. Our DZS Helix connected premises product portfolio offer

a large collection of smart gateway platforms for any FTTx deployment. DZS

Smart Gateway platforms are designed for high bandwidth services being

deployed to the home or business. Our connected premises portfolio consists

of indoor/outdoor optical network terminal ("ONT") gateways delivering

best-in-class data throughout to support the most demanding fiber to the "x"

("FTTx") applications. The product feature set gives service providers an

elegant migration path from legacy to softswitch architectures without

replacing ONTs.

Going forward, our key financial objectives include the following:

• Increasing revenue while continuing to carefully control costs;

• Continuing investments in strategic research and product development

activities that will provide the maximum potential return on investment; and




  • Minimizing consumption of our cash and cash equivalents.


                                       23

--------------------------------------------------------------------------------





RESULTS OF OPERATIONS

We list in the table below the unaudited condensed consolidated statement of (loss) income as a percentage of total net revenue for the periods indicated.



                                         Three months ended September 30,   

Nine months ended September 30,


                                          2021                     2020              2021                     2020
Net revenue                                     100 %                    100 %             100 %                    100 %
Cost of revenue                                  64 %                     70 %              65 %                     68 %
Gross profit                                     36 %                     30 %              35 %                     32 %
Operating expenses:
Research and product development                 13 %                     10 %              14 %                     13 %
Selling, marketing, general and
administrative                                   22 %                     18 %              28 %                     21 %
Restructuring and other charges                   8 %                      -                 5 %                      -
Impairment of long-lived assets                   -                        -                 1 %                      -
Amortization of intangible assets                 -                        -                 -                        -
Total operating expenses                         43 %                     28 %              48 %                     34 %
Operating income (loss)                          (7 )%                     2 %             (13 )%                    (2 )%
Interest income                                   -                        -                 -                        -
Interest expense                                  -                        -                 -                       (1 )%
Loss on extinguishment of debt                    -                        -                 -                        -
Other income (expense), net                       1 %                      -                 1 %                      -
Income (loss) before income taxes                (6 )%                     2 %             (12 )%                    (3 )%
Income tax provision (benefit)                    1 %                      2 %               1 %                      1 %
Net income (loss)                                (7 )%                     -               (13 )%                    (4 )%




Net Revenue

The following table presents our revenues by source (in millions):



                                Three months ended September 30,                             Nine months ended September 30,
                                                  Increase/                                                   Increase/
                       2021           2020       (Decrease)       % change         2021          2020        (Decrease)        % change
Products             $   82.9       $   88.9     $      (6.0 )         (6.7 )%   $   237.1      $ 197.8     $        39.3           19.9 %
Services and other   $    5.5       $    5.0             0.5           10.0 %    $    15.1      $  14.1               1.0            7.1 %
Total                $   88.4       $   93.9     $      (5.5 )         (5.9 )%   $   252.2      $ 211.9     $        40.3           19.0 %

For the three months ended September 30, 2021, product revenue decreased by 6.7% or $6.0 million to $82.9 million from $88.9 million in the same period last year. The decrease in product revenue during the period was primarily attributable to the very strong prior year results for our mobile transport products. For the three months ended September 30, 2021, service and other revenue of $5.5 million increased by 10.0% partly due to increased product sales.



For the nine months ended September 30, 2021, product revenue increased by 19.9%
or $39.3 million to $237.1 million from $197.8 million in the same period last
year. The increase in product revenue during the period was primarily
attributable to increased sales of our mobile transport and fixed broadband
connectivity products and partly as a result of recovering from the impacts of
the COVID-19 pandemic in the first half of 2020. For the nine months ended
September 30, 2021, service and other revenue of $15.1 million increased by 7.1%
partly due to increased product sales.

The following table presents our revenues by geographical concentration (in
millions):

                               Three months ended September 30,                            Nine months ended September 30,
                                                Increase/                                                   Increase/
                      2021          2020        (Decrease)       % change         2021          2020       (decrease)       % change
Revenue by
geography:
Americas            $   27.3       $  16.9     $       10.4           61.5 %    $    74.0      $  43.7     $      30.3           69.3 %
Europe, Middle
East, Africa        $   20.4       $  20.0              0.4            2.0 %    $    55.0      $  47.7             7.3           15.3 %
Asia                $   40.7       $  57.0            (16.3 )        (28.6 )%   $   123.2      $ 120.5             2.7            2.2 %
Total               $   88.4       $  93.9     $       (5.5 )         (5.9 )%   $   252.2      $ 211.9     $      40.3           19.0 %


From a geographical perspective, the decrease in net revenue for the three
months ended September 30, 2021 was attributable to decreased revenue in Asia
primarily attributable to the very strong prior year results. The increase in
net revenue for the nine

                                       24

--------------------------------------------------------------------------------

months ended September 30, 2021 was attributable to increased revenue in all regions driven by our enhanced go-to-market strategy and recovery from the impacts of the early onset of the COVID-19 pandemic in the first quarter of 2020.



For the three months ended September 30, 2021, two customers accounted for 15%
and 11% of net revenue, respectively. For the nine months ended September 30,
2021, two customers accounted for 18% and 12% of net revenue, respectively. For
the three months ended September 30, 2020, two customers accounted for 23% and
12% of net revenue, respectively. For the nine months ended September 30, 2020,
one customer accounted for 16% of net revenue.

We anticipate that our results of operations in any given period may depend to a
large extent on sales to a small number of large customers. As a result, our
revenue for any quarter may be subject to significant volatility based upon
changes in orders from one or a small number of key customers.

Cost of Revenue and Gross Profit



Total cost of revenue decreased 14.5% to $56.2 million for the three months
ended September 30, 2021, compared to $65.8 million for the three months ended
September 30, 2020. Total cost of revenue was 63.6% of net revenue for the three
months ended September 30, 2021, compared to 70.0% of net revenue for the three
months ended September 30, 2020, which resulted in an increase in gross profit
percentage to 36.4% for the three months ended September 30, 2021 from 30.0% for
the three months ended September 30, 2020. The decrease in total cost of revenue
was primarily due to the change in number and mix of products sold, including
the geographic mix of those sales.

Total cost of revenue increased 14.4% to $164.8 million for the nine months
ended September 30, 2021, compared to $144.0 million for the nine months ended
September 30, 2020. Total cost of revenue was 65.3% of net revenue for the nine
months ended September 30, 2021, compared to 67.9% of net revenue for the nine
months ended September 30, 2020, which resulted in an increase in gross profit
percentage to 34.7% for the nine months ended September 30, 2021 from 32.1% for
the nine months ended September 30, 2020. The increase in total cost of revenue
was primarily due to the increase in number and mix of products sold, including
the geographic mix of those sales.

We expect that in the future our cost of revenue as a percentage of net revenue
will vary depending on the geographic and product mix and average selling prices
of products sold. In addition, continued competitive and economic pressures
could cause us to reduce our prices, adjust the carrying values of our
inventory, or recognize inventory expenses relating to discontinued products and
excess or obsolete inventory.

Research and Product Development Expenses

Research and product development expenses include personnel costs, outside contractor and consulting services, depreciation on lab equipment, costs of prototypes and overhead allocations.



Research and product development expenses increased by 29.6% to $11.7 million
for the three months ended September 30, 2021 compared to $9.0 million for the
three months ended September 30, 2020. Research and product development expenses
increased by 27.7% to $34.8 million for the nine months ended September 30, 2021
compared to $27.2 million for the nine months ended September 30, 2020. The
increase in research and product development expenses was primarily due to
strategic hiring decisions in research, development, and product line management
in the second half of 2020 and into the first half of 2021 with the intent to
accelerate growth and capture market share.

We intend to continue to invest in research and product development to attain our strategic product development objectives, while seeking to manage the associated costs through expense controls.

Selling, Marketing, General and Administrative Expenses



Selling, marketing, general and administrative expenses include personnel costs
for sales, marketing, administration, finance, information technology, human
resources and general management as well as legal and accounting expenses, rent,
utilities, trade show expenses and related travel costs.

Selling, marketing, general and administrative expenses increased by 16.3% to
$19.5 million for the three months ended September 30, 2021 compared to $16.8
million for the three months ended September 30, 2020. The increase was due to
strategic hiring decisions across sales and administration in the second half of
2020 and into the first half of 2021 with the intent to accelerate growth and
capture market share, along with the full quarter impact of the Optelian and
Rift acquisitions.

Selling, marketing, general and administrative expenses increased by 60.1% to
$69.6 million for the nine months ended September 30, 2021 compared to $43.5
million for the nine months ended September 30, 2020. The increase in selling,
marketing, general and administrative expenses was primarily due to the increase
in allowance for doubtful accounts for one customer in India by $14.2 million in
the first quarter of 2021. Refer to Note 1 in the Notes to Unaudited Condensed
Consolidated Financial Statements, for further information on the bad debt
expense. The increase was also partially due to strategic hiring decisions
across sales and administration in the second half of 2020 and into the first
half of 2021 with the intent to accelerate growth and capture market share,
along with the impact of the Optelian and Rift acquisitions.



                                       25

--------------------------------------------------------------------------------

Restructuring and Other Charges



Restructuring and other charges for the nine months ended September 30, 2021
were $12.1 million and relate primarily to the strategic decision to transition
DZS GmbH to a sales and research and development center by the end of 2021.
During July 2021, the Company and works council agreed to the terms of and
entered into a social plan that included employee termination benefits in
conjunction with the restructuring in Germany. The Company accounted for the
one-time employee termination benefits when the final terms of the benefit
arrangement were communicated to the affected employees in the third quarter of
2021, as reflected in the increase to restructuring and other charges in the
statement of operations during the three months ended September 30, 2021 of $6.7
million. See Note 9 Restructuring and Other Charges of the Notes to Unaudited
Condensed Consolidated Financial Statements included in this Quarterly Report on
Form 10-Q for further information.

Impairment of Long-lived Assets



Impairment of long-lived assets for the nine months ended September 30, 2021 was
$1.7 million, and related to the headquarters relocation to Plano, Texas. No
impairment was recorded during the three months ended September 30, 2021. See
Note 13 Leases of the Notes to Unaudited Condensed Consolidated Financial
Statements included in this Quarterly Report on Form 10-Q for further
information.

Income Tax Provision



Income tax expense for the three and nine months ended September 30, 2021 was
$0.7 million and $2.0 million, respectively, on pre-tax loss of $5.2 million and
$30.4 million, respectively. Income tax expense for the three and nine months
ended September 30, 2020 was $1.6 million and $2.5 million, respectively, on
pre-tax income of $1.5 million and pre-tax loss of $6.6 million, respectively.
For the three and nine months ended September 30, 2021, the effective income tax
rate varied from the United States statutory income tax rate primarily due to
valuation allowances in North America and EMEA and the mix of earnings generated
by our wholly owned foreign subsidiaries in Asia.

OTHER PERFORMANCE MEASURES



In managing our business and assessing our financial performance, we supplement
the information provided by our U.S. GAAP results with adjusted earnings before
stock-based compensation, interest, taxes, and depreciation, or Adjusted EBITDA,
a non-U.S. GAAP financial measure. We define Adjusted EBITDA as net income
(loss) plus (i) interest expense, net, (ii) provision (benefit) for taxes,
(iii) depreciation and amortization, (iv) stock-based compensation, and (v) the
impact of material transactions or events that we believe are not indicative of
our core operating performance, such as acquisition costs, goodwill impairment,
impairment of long-lived assets, loss on debt extinguishment, restructuring and
other charges, headquarters relocation, executive transition, and bad debt
expense related to a large customer in India, any of which may or may not be
recurring in nature. We believe that the presentation of Adjusted EBITDA
enhances the usefulness of our financial information by presenting a measure
that management uses internally to monitor and evaluate our operating
performance and to evaluate the effectiveness of our business strategies. We
believe Adjusted EBITDA also assists investors and analysts in comparing our
performance across reporting periods on a consistent basis because it excludes
the impact of items that we do not believe reflect our core operating
performance.

Adjusted EBITDA has limitations as an analytical tool. Some of these limitations are:



   •  Adjusted EBITDA does not reflect our cash expenditures, or future
      requirements, for capital expenditures or contractual requirements;

• Adjusted EBITDA does not reflect changes in, or cash requirements for, our


      working capital needs;


   •  Adjusted EBITDA does not reflect the interest expense, or the cash

      requirements necessary to service interest or principal payments, on our
      debts;

• Although depreciation and amortization are non-cash expenses, the assets

being depreciated and amortized will often have to be replaced in the

future, and Adjusted EBITDA does not reflect any cash requirements for such

replacements;

• Non-cash compensation is and will remain a key element of our overall

long-term incentive compensation package, although we exclude it as an

expense when evaluating our ongoing operating performance for a particular

period; and

• Other companies in our industry may calculate Adjusted EBITDA and similar

measures differently than we do, limiting its usefulness as a comparative

measure.




Because of these limitations, Adjusted EBITDA should not be considered in
isolation or as a substitute for net income (loss) or any other performance
measures calculated in accordance with U.S. GAAP or as a measure of liquidity.
Management understands these limitations and compensates for these limitations
by relying primarily on our U.S. GAAP results and using Adjusted EBITDA only as
a supplemental measure.

                                       26

--------------------------------------------------------------------------------


Set forth below is a reconciliation of net income (loss) to Adjusted EBITDA,
which we consider to be the most directly comparable U.S. GAAP financial measure
to Adjusted EBITDA (in thousands):

                                           Three months ended September 30, 

Nine months ended September 30,


                                             2021                  2020              2021               2020
Net income (loss)                         $    (5,896 )       $          (115 )   $  (32,400 )     $       (9,042 )
Add (deduct):
Interest expense, net                              29                     432            245                1,405
Income tax provision (benefit)                    676                   1,619          2,032                2,452
Depreciation and amortization                   1,112                   1,386          3,555                3,935
Stock-based compensation                        3,104                   1,660          6,450                3,310
Headquarters and facilities relocation           (908 )                    35          1,012                   35
Restructuring and other charges                 6,754                       -         12,098                    -
Acquisition costs                                   9                       -            689                    -
Executive transition                              200                   1,383            372                1,383
Bad debt expense*                                   -                       -         14,206                    -
Loss on debt extinguishment                         -                       -              -                1,369
Adjusted EBITDA                           $     5,080         $         6,400     $    8,259       $        4,847

* See Note 1 of the Notes to Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further information.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES



For a complete description of what we believe to be the critical accounting
policies and estimates used in the preparation of our unaudited condensed
consolidated financial statements, refer to Note 1 Organization and Summary of
Significant Accounting Policies in the notes to our audited consolidated
financial statements in our Annual Report on Form 10-K for the year ended
December 31, 2020, as supplemented by Note 1 Organization and Summary of
Significant Accounting Policies in the notes to our unaudited condensed
consolidated financial statements in Part I, Item 1 of this Quarterly Report on
Form 10-Q.

LIQUIDITY AND CAPITAL RESOURCES

Our operations are financed through a combination of our existing cash, cash equivalents, available credit facilities, and sales of equity and debt instruments, based on our operating requirements and market conditions.

The following table summarizes the information regarding our cash and cash equivalents and working capital (in thousands):



                             September 30, 2021       December 31, 2020
Cash and cash equivalents   $             45,505     $            45,219
Working capital                          121,780                 123,285


The Company had a net loss of $5.9 million and $32.4 million for the three
months and nine months ended September 30, 2021, respectively. The Company had a
net loss of $0.1 million and $9.0 million for the three months and nine months
ended September 30, 2020, respectively.

As of September 30, 2021, we had working capital of $121.8 million. As of September 30, 2021, we had $45.5 million in cash and cash equivalents, which included $22.3 million in cash balances held by our international subsidiaries.



On January 29, 2021, we closed an equity offering which resulted in gross
proceeds of approximately $64.4 million and net proceeds, after deducting
underwriting discounts and commissions and offering expenses, of approximately
$59.5 million. We used a portion of the net proceeds from the equity offering to
pay off the outstanding balance of debt with financial institutions and related
parties.

We continue to focus on cost management, operating efficiency and efficient
discretionary spending. In addition, if necessary, we may sell assets, issue
debt or equity securities or purchase credit insurance. We may also rationalize
the number of products we sell, adjust our manufacturing footprint, and reduce
our operations in low margin regions, including reductions in headcount. Based
on our current plans and current business conditions, we believe that these
measures along with our existing cash and cash equivalents will be sufficient to
satisfy our anticipated cash requirements for at least the next 12 months from
the date of this Quarterly Report on Form 10-Q.

In December 2019, a strain of coronavirus, now known to cause COVID-19, was
reported to have surfaced in Wuhan, China. Since that time, the widespread and
sustained transmission of the virus has reached global pandemic status. In
response to the pandemic, many national and international health agencies have
recommended, and many countries and state, provincial and local governments have
implemented, various measures, including travel bans and restrictions,
limitations on public and private

                                       27

--------------------------------------------------------------------------------


gatherings, business closures or operating restrictions, social distancing, and
shelter-in-place orders. The health effects of the pandemic and the above
measures taken in response thereto have had an effect on the global economy in
general and have materially impacted and may continue to impact on our financial
condition, results of operations and cash flows. Given the ongoing and dynamic
nature of the virus and the worldwide response related thereto, it is difficult
to predict the full impact of the COVID-19 pandemic on our business. Due to the
uncertainty around the future economic impact of the pandemic, the fair value
measurements used in our impairment assessments could be negatively impacted and
could result in future impairments of goodwill, intangibles and other long-lived
assets. During the nine months ended September 30, 2021, our revenues increased
by 19.0%, compared to the nine months ended September 30, 2020, however the
impact of a continued COVID-19 pandemic or sustained measures taken to limit or
contain the outbreak could have a material and adverse effect on our business,
financial condition, results of operations, and cash flows.

Operating Activities



Net cash used in operating activities increased by $4.1 million to $15.1 million
for the nine months ended September 30, 2021 from net cash used in operating
activities of $11.0 million for the nine months ended September 30, 2020. The
increase in cash used in operating activities was primarily due to restructuring
activities related to our Hanover location, an increase in research and
development expenses, along with an increase in selling, general and
administrative expenses, partially offset by an increase in gross margin. The
increase in research and product development expenses was primarily due to
strategic hiring decisions in research, development, and product line management
in the second half of 2020 and into the first half of 2021 with the intent to
accelerate growth and capture market share. The increase in selling, general and
administrative expenses was due to strategic hiring decisions across sales and
administration in the second half of 2020 and into the first half of 2021 with
the intent to accelerate growth and capture market share, along with the impact
of the Optelian and Rift acquisitions.

Investing Activities



Net cash used in investing activities increased by $6.7 million to $8.6 million
for the nine months ended September 30, 2021 from $1.9 million for the nine
months ended September 30, 2020. This increase was primarily due to cash used in
the Optelian and RIFT acquisitions.

Financing Activities



Net cash provided by financing activities totaled $21.6 million for the nine
months ended September 30, 2021 and consisted primarily of proceeds from the
equity offering of $59.5 million, partially offset by repayments of our
short-term borrowings and related party term loan. This is in comparison to cash
provided by financing activities of $19.8 million for the nine months ended
September 30, 2020 and consisted primarily of proceeds from a related party
loan, factored accounts receivable accounted for as a secured borrowing, and
proceeds from short-term borrowings, partially offset by a net outflow
associated with the repayment of the PNC Credit Facilities and other short-term
borrowings.

Cash Management

Our primary source of liquidity comes from our cash, cash equivalents and
restricted cash, which totaled $52.4 million at September 30, 2021. Our cash,
cash equivalents and restricted cash as of September 30, 2021 included $22.3
million held by our international subsidiaries.

Debt Facilities

Bank and Trade Facilities - Foreign Operations



As of September 30, 2021, we had no outstanding balances with banks and other
lending institutions. As of December 31, 2020, we had an aggregate outstanding
balance of $13.8 million under financing arrangements with foreign banks and
other lending institutions. During the first half of 2021, we paid off the
outstanding balance of debt under such financing arrangements.

Related Party Debt



As of September 30, 2021, we had no related party debt outstanding. As of
December 31, 2020, we had an aggregate outstanding balance of $29.8 million of
related party debt with DNI. In January and February 2021, we paid off the
outstanding balance of debt with related parties with proceeds from the issuance
of shares of our common stock during January 2021.

Future Cash Requirements and Funding Sources

Our fixed commitments for cash expenditures consist primarily of payments under operating leases, and inventory purchase commitments.



From time to time, we may provide or commit to extend credit or credit support
to our customers. This financing may include extending the terms for product
payments to customers. Any extension of financing to our customers will limit
the capital that we have available for other uses.

                                       28

--------------------------------------------------------------------------------


Our accounts receivable, while not considered a primary source of liquidity,
represent a concentration of credit risk because a significant portion of the
accounts receivable balance at any point in time typically consists of a
relatively small number of customer account balances. As of September 30, 2021,
two customers represented 18% and 15% of net accounts receivable, respectively,
and net receivables from customers in countries other than the United States
represented 80%. We do not currently have any material commitments for capital
expenditures, or any other material commitments aside from operating leases for
our facilities, and inventory purchase commitments.

Operating Leases



Future minimum operating lease obligations include primarily payments for our
office locations and manufacturing, research and development locations, which
expire at various dates through 2028. See Note 13 Leases of the Notes to
Unaudited Condensed Consolidated Financial Statements included in this Quarterly
Report on Form 10-Q for further information regarding our operating leases.

Purchase Commitments



We may have short term purchase commitments related to the purchase orders for
products and services, within the normal course of business. These arrangements
typically have cancellation provisions that allow us to cancel with little to no
penalty.

                                       29

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses