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, 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; anticipated growth and trends in our business, industry or key markets; cost synergies, growth opportunities and other potential financial and operating benefits of our acquisitions; future growth and revenues from our products; our ability to access capital to fund our future operations; future economic conditions and performance; the impact of the global outbreak of COVID-19, also known as the coronavirus; 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. Readers are cautioned not to place undue reliance on such forward-looking statements, which are being made as of the date of this Quarterly Report on Form 10-Q. Except as required by law, we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

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 factors discussed in Part I, Item 1A "Risk Factors" of our Annual Report on Form 10-K, as well as factors described from time to time in our future reports filed with the U.S. Securities and Exchange Commission (the "SEC").

OVERVIEW

We are a global provider of leading-edge access, 5G transport, and enterprise communications platforms that enable the emerging hyper-connected, hyper-broadband world. We provide a wide array of reliable, cost-effective networking technologies, including broadband access, Ethernet switching, mobile backhaul, Passive Optical LAN and software-defined networks, to a diverse customer base.

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 solutions and platforms portfolio include products in Broadband Connectivity, Connected Home & Business, Mobile & Optical Edge, and Cloud Software.

Broadband Connectivity. 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 Gigabit Ethernet Passive Optical Network ("GPON") to 10 Gigabit Symmetrical Passive Optical Network ("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 fixed form factor units.

Connected Home & Business. Our DZS Helix connected premises product portfolio offer a large collection of smart gateway platforms for any fiber to the "x" ("FTTx") deployment. DZS Smart Gateway platforms are designed for high bandwidth services being deployed to the home or business. Our connected premises portfolio



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consists of indoor/outdoor optical network terminal ("ONT") gateways delivering best-in-class data throughout to support the most demanding FTTx applications. The product feature set gives service providers an elegant migration path from legacy to soft switch architectures without replacing ONTs.

Mobile & Optical Edge. 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.

Cloud Software. Our DZS Cloud platform 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 Open RAN ("O-RAN") and 4G/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.

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.

RESULTS OF OPERATIONS

The table below presents the unaudited condensed consolidated statement of (loss) income with year-over-year changes (in thousands except percent change).



                                            Three months ended March 31,
                                             2022                 2021             % change

Net revenue                             $       77,040       $        81,031             -4.9 %
Cost of revenue                                 50,215                52,936             -5.1 %
Gross profit                                    26,825                28,095             -4.5 %
Operating expenses:
Research and product development                11,844                11,119              6.5 %
Selling, marketing, general and
administrative                                  17,742                31,824            -44.2 %
Restructuring and other charges                    436                 6,252            -93.0 %
Impairment of long-lived assets                      -                 1,735           -100.0 %
Amortization of intangible assets                  294                   262             12.2 %
Total operating expenses                        30,316                51,192            -40.8 %
Operating loss                                  (3,491 )             (23,097 )          -84.9 %
Interest income                                     37                    42            -11.9 %
Interest expense                                  (127 )                (249 )          -49.0 %
Other income (expense), net                       (800 )                 972           -182.3 %
Loss before income taxes                        (4,381 )             (22,332 )          -80.4 %
Income tax provision (benefit)                  (1,333 )                 893           -249.3 %
Net loss                                $       (3,048 )     $       (23,225 )          -86.9 %




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


                                                           Three months ended March 31,
                                                         2022                       2021
Net revenue                                                     100 %                      100 %
Cost of revenue                                                  65 %                       65 %
Gross profit                                                     35 %                       35 %
Operating expenses:
Research and product development                                 15 %                       14 %
Selling, marketing, general and administrative                   23 %                       39 %
Restructuring and other charges                                   1 %                        8 %
Impairment of long-lived assets                                   -                          2 %
Amortization of intangible assets                                 1 %                        1 %
Total operating expenses                                         40 %                       64 %
Operating income (loss)                                          (5 )%                     (29 )%
Interest income                                                   -                          -
Interest expense                                                  -                          -
Other income (expense), net                                      (1 )%                       1 %
Income (loss) before income taxes                                (6 )%                     (28 )%
Income tax provision (benefit)                                   (2 )%                       1 %
Net income (loss)                                                (4 )%                     (29 )%


Net Revenue

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



                           Three months ended March 31,
                       2022            2021          % change
Products             $    72.4       $    76.2            (5.0 )%
Services and other         4.6             4.8            (4.2 )%
Total                $    77.0       $    81.0            (4.9 )%

For the three months ended March 31, 2022, product revenue decreased by 5.0% or $3.8 million to $72.4 million from $76.2 million in the same period last year. The decrease in product revenue during the period was primarily attributable to the supply chain disruptions aggravated by the Covid-19 Omicron variant surge and lower spending levels from our major customers in Asia. Service revenue represents revenue from maintenance and other services associated with product shipments. The decrease in service revenue was primarily due to the decreased product sales.



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

                                    Three months ended March 31,
                                2022            2021         % change
Americas                      $    23.1       $    20.2           14.4 %
Europe, Middle East, Africa        18.6            17.9            3.9 %
Asia                               35.3            42.9          (17.7 )%
Total                         $    77.0       $    81.0           (4.9 )%


Our geographic diversification reflects the combination of market demand, a strategic focus on capturing market share through new customer wins and new product introductions.

From a geographical perspective, the decrease in net revenue for the three months ended March 31, 2022 was attributable to decreased revenue in Asia primarily attributable to the supply chain disruptions and lower spending levels from our major customers in Asia. Revenue in Americas and EMEA increased primarily due to the market share gains and new customers.

For the three months ended March 31, 2022, two customers accounted for 13% and 12% of net revenue, respectively. For the three months ended March 31, 2021, two customers accounted for 18% and 10% of net revenue, respectively.

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.



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Cost of Revenue and Gross Profit

Total cost of revenue decreased 5.1% to $50.2 million for the three months ended March 31, 2022, compared to $52.9 million for the three months ended March 31, 2021. Total cost of revenue was 65.2% of net revenue for the three months ended March 31, 2022, compared to 65.3% of net revenue for the three months ended March 31, 2021, which resulted in an increase in gross profit percentage to 34.8% for the three months ended March 31, 2022 from 34.7% for the three months ended March 31, 2021. 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.

Operating Expenses

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 6.5% to $11.8 million for the three months ended March 31, 2022 compared to $11.2 million for the three months ended March 31, 2021. The increase in research and product development expenses was primarily due to strategic hiring decisions in research, development, and product line management 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 decreased by 44.2% to $17.7 million for the three months ended March 31, 2022 compared to $31.8 million for the three months ended March 31, 2021. The decrease was primarily due to $14.2 million of bad debt expense recorded in the first quarter of 2021 for one customer in India. Refer to Note 1, in the Notes to Unaudited Condensed Consolidated Financial Statements, for further information on the bad debt expense. The above impact was partially offset by strategic hiring decisions across sales and administration with the intent to accelerate growth and capture market share.

Restructuring and Other Charges: Restructuring and other charges for the three months ended March 31, 2022 and 2021 relate primarily to the strategic decision to transition DZS GmbH and Optelian to sales and research and development centers. For the three months ended March 31, 2022, the Company incurred restructuring and other charges of approximately $0.4 million, consisting primarily of logistics costs and professional services related to legal and accounting support. For the three months ended March 31, 2021, the Company incurred restructuring and other charges of approximately $6.3 million, consisting primarily of severance and other termination related benefits of $3.5 million, an impairment of long-lived assets charge of $2.7 million primarily related to right-of-use assets from operating leases, and $0.1 million of other charges. See Note 9 Restructuring and Other Charges of the Notes to Unaudited Condensed Consolidated Financial Statements, for further information.

Impairment of Long-lived Assets: Impairment of long-lived assets for the three months ended March 31, 2021 was $1.7 million for the right-of use assets from operating leases related to completion of the headquarters relocation to Plano, Texas. No impairment was recorded during the three months ended March 31, 2022.

Other Income (Expense), net: Other income (expense) relates mainly to realized and unrealized foreign exchange gains and losses. Other expense, net was $0.8 million for the three months ended March 31, 2022 compared to other income, net of $1.0 million for the three months ended March 31, 2021. The increase in other expense, net was due to foreign currency exchange losses recorded during the first quarter of 2022.

Income Tax Provision: Income tax benefit for the three months ended March 31, 2022 was $1.3 million on a pre-tax loss of $4.4 million. Income tax expense for the three months ended March 31, 2021 was approximately $0.9 million on pre-tax loss of $22.3 million. As of March 31, 2022, the income tax rate varied from the United States statutory income tax rate primarily due to valuation allowances in North America, EMEA and Asia, as well as foreign and state income tax rate differentials.

NON-GAAP FINANCIAL 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, impairment of goodwill, intangibles or long-lived assets, loss on debt extinguishment, restructuring and other charges,



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including termination related benefits, headquarters and facilities relocation, executive transition, and bad debt expense primarily 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.

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 March 31,
                                             2022                 2021
Net income (loss)                        $      (3,048 )     $       (23,225 )
Add (deduct):
Interest expense, net                               90                   207
Income tax provision (benefit)                  (1,333 )                 893
Depreciation and amortization                    1,081                 1,265
Stock-based compensation                         2,671                 1,352
Headquarters and facilities relocation               -                 1,920
Restructuring and other charges                    436                 6,252
Acquisition costs                                   51                   643
Executive transition                               247                    71
Bad debt expense, net of recoveries*            (1,227 )              14,206
Adjusted EBITDA                          $      (1,032 )     $         3,584


* See Note 1 of the Notes to Unaudited Condensed Consolidated Financial Statements 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, 2021, as supplemented by Note 1 Organization and Summary of Significant Accounting Policies of the Notes to 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.



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



                             March 31, 2022       December 31, 2021
Cash and cash equivalents   $         34,160     $            46,666
Working capital                      121,772                 124,498


The Company had a net loss of $3.0 million and $23.2 million for the three months March 31, 2022 and 2021, respectively.

As of March 31, 2022, we had working capital of $121.8 million. As of March 31, 2022, we had $34.2 million in unrestricted cash and cash equivalents, which included $31.0 million in cash balances held by our international subsidiaries.

We continue to focus on cost management, operating efficiency and efficient discretionary spending. In addition, if necessary, we may sell assets or issue debt or equity securities. 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.

The following table presents a summary of our cash flow activity for the periods set forth below (in thousands):

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