Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No ☒

	June 30, 2020			December 31, 2019			March 31, 2021			December 31, 2020
Assets
Current assets:
Cash and cash equivalents	$	37,971		$	28,747		$	56,818		$	45,219
Restricted cash		9,211			4,646			6,848			9,200
Accounts receivable - trade, net of allowance for doubtful accounts of $513 as of June 30, 2020 and $393 as of December 31, 2019		89,178			96,865
Accounts receivable - trade, net of allowance for doubtful accounts of $17.9 million as of March 31, 2021 and $4.0 million as of December 31, 2020								82,028			97,253
Other receivables		9,482			8,124			10,159			9,165
Inventories								41,116			39,572
Contract assets		11,767			16,680			6,233			6,182
Inventories		48,232			35,439
Prepaid expenses and other current assets		5,451			4,185			7,603			5,332
Total current assets		211,292			194,686			210,805			211,923
Property, plant and equipment, net		7,281			6,769			7,880			7,146
Right-of-use assets from operating leases		19,371			20,469			14,535			18,483
Goodwill		3,977			3,977			5,675			3,977
Intangible assets, net		10,838			12,381			6,759			3,377
Deferred tax assets		2,105			1,622			1,633			1,405
Other assets		5,039			6,243			5,589			5,919
Total assets	$	259,903		$	246,147		$	252,876		$	252,230
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable - trade	$	43,124		$	38,427		$	50,955		$	49,250
Short-term debt - bank, trade facilities and secured borrowings		29,144			17,484			1,764			13,787
Other payables		1,568			3,278
Contract liabilities		5,233			3,567			3,997			4,400
Operating lease liabilities		4,268			4,201			4,435			4,494
Accrued and other liabilities		11,861			12,844			18,941			16,707
Total current liabilities		95,198			79,801			80,092			88,638
Long-term debt
Bank and trade facilities		—			9,937
Related party		27,688			9,096			—			29,754
Contract liabilities		2,959			3,230			2,495			2,471
Operating lease liabilities		17,127			18,154
Operating lease liabilities - non-current								16,154			15,959
Pension liabilities		17,219			17,671			18,936			20,052
Other long-term liabilities		1,794			1,710			3,697			1,777
Total liabilities		161,985			139,599			121,374			158,651
Commitments and contingencies (Note 14)
Stockholders’ equity:
Common stock, authorized 36,000 shares, 21,559 and 21,419 shares outstanding as of June 30, 2020 and December 31, 2019, respectively, at $0.001 par value		21			21
Common stock, authorized 36,000 shares, 26,883 and 21,958 shares outstanding as of March 31, 2021 and December 31, 2020, respectively, at $0.001 par value								27			22
Additional paid-in capital		142,343			139,700			211,438			147,997
Accumulated other comprehensive loss		(6,285	)		(3,939	)		(4,422	)		(2,124	)
Accumulated deficit		(38,161	)		(29,234	)		(75,541	)		(52,316	)
Total stockholders’ equity		97,918			106,548			131,502			93,579
Total liabilities and stockholders’ equity	$	259,903		$	246,147		$	252,876		$	252,230

See accompanying notes to unaudited condensed consolidated financial statements.

	Three Months Ended						Six Months Ended						Three Months Ended
	June 30,						June 30,						March 31,
	2020			2019			2020			2019			2021			2020
Net revenue:
Third parties	$	69,169		$	82,790		$	116,487		$	156,115
Related parties		1,363			874			1,525			1,638
Total net revenue		70,532			83,664			118,012			157,753
Cost of revenue:
Products and services - third parties		45,197			54,855			76,153			103,050
Products and services - related parties		1,172			621			1,305			1,237
Amortization of intangible assets		395			406			791			814
Total cost of revenue		46,764			55,882			78,249			105,101
Net revenue													$	81,031		$	47,480
Cost of revenue														52,936			31,485
Gross profit		23,768			27,782			39,763			52,652			28,095			15,995
Operating expenses:
Research and product development		8,362			9,430			17,962			19,614			11,119			9,710
Selling, marketing, general and administrative		13,303			14,929			26,920			29,968			31,824			13,507
Restructuring and other charges														6,252			—
Impairment of long-lived assets														1,735			—
Amortization of intangible assets		371			470			743			942			262			372
Total operating expenses		22,036			24,829			45,625			50,524			51,192			23,589
Operating income (loss)		1,732			2,953			(5,862	)		2,128			(23,097	)		(7,594	)
Interest income		14			62			84			150			42			70
Interest expense		(414	)		(1,244	)		(1,057	)		(2,115	)		(249	)		(643	)
Loss on extinguishment of debt		—			—			(1,369	)		—			—			(1,369	)
Other income (expense), net		(650	)		1,345			110			1,573			972			760
Income (loss) before income taxes		682			3,116			(8,094	)		1,736			(22,332	)		(8,776	)
Income tax provision		838			732			833			809
Income tax provision (benefit)														893			(5	)
Net income (loss)		(156	)		2,384			(8,927	)		927			(23,225	)		(8,771	)
Net income (loss) attributable to non-controlling interest		—			(24	)		—			157
Net income (loss) attributable to DASAN Zhone Solutions, Inc.		(156	)		2,408			(8,927	)		770

Foreign currency translation adjustments		804			(573	)		(2,631	)		(1,697	)		(2,270	)		(3,435	)
Actuarial gain (loss)		(1,171	)		(1,153	)		285			(1,153	)		(28	)		1,456
Comprehensive income (loss)		(523	)		658			(11,273	)		(1,923	)	$	(25,523	)	$	(10,750	)
Comprehensive income (loss) attributable to non- controlling interest		—			(2	)		—			178
Comprehensive income (loss) attributable to DASAN Zhone Solutions, Inc.	$	(523	)	$	660		$	(11,273	)	$	(2,101	)

Net income (loss) per share attributable to DASAN Zhone Solutions, Inc.
Net income (loss) per share
Basic	$	(0.01	)	$	0.13		$	(0.42	)	$	0.04		$	(0.92	)	$	(0.41	)
Diluted	$	(0.01	)	$	0.13		$	(0.42	)	$	0.04		$	(0.92	)	$	(0.41	)
Weighted average shares outstanding used to compute basic net income (loss) per share		21,529			18,166			21,502			17,384			25,252			21,474
Weighted average shares outstanding used to compute diluted net income (loss) per share		21,529			18,482			21,502			17,710			25,252			21,474

See accompanying notes to unaudited condensed consolidated financial statements.

Unaudited Condensed Consolidated Statements of Stockholders' Equity ~~and Non-Controlling Interest~~

	Common stock				Additional paid-in		Accumulated other comprehensive			Accumulated			Total stockholders'			Non- controlling			Total stockholders' equity and non- controlling			Common stock				Additional paid-in		Accumulated other comprehensive			Accumulated			Total stockholders'
	Shares		Amount		capital		income (loss)			deficit			equity			interest			interest			Shares		Amount		capital		loss			deficit			equity
For the Six-Month Period Ended June 30, 2020:
Balance as of December 31, 2019		21,419	$	21	$	139,700	$	(3,939	)	$	(29,234	)	$	106,548		$	—		$	106,548
Exercise of stock awards and employee stock plan purchases		94		—		709		—			—			709			—			709
Stock-based compensation		—		—		782		—			—			782			—			782
Net loss		—		—		—		—			(8,771	)		(8,771	)		—			(8,771	)
Other comprehensive loss		—		—		—		(1,979	)		—			(1,979	)		—			(1,979	)
Balance as of March 31, 2020		21,513		21		141,191		(5,918	)		(38,005	)		97,289			—			97,289
Exercise of stock awards and employee stock plan purchases		46		—		284		—			—			284			—			284
Stock-based compensation		—		—		868		—			—			868			—			868
Net loss		—		—		—		—			(156	)		(156	)		—			(156	)
Other comprehensive loss		—		—		—		(367	)		—			(367	)		—			(367	)
Balance as of June 30, 2020		21,559	$	21	$	142,343	$	(6,285	)	$	(38,161	)	$	97,918		$	—		$	97,918

For the Six-Month Period Ended June 30, 2019:
Balance as of December 31, 2018		16,587	$	16	$	93,192	$	(192	)	$	(15,777	)	$	77,239		$	615		$	77,854
Stock-based compensation		9		—		825		—			—			825			—			825
Net loss		—		—		—		—			(1,638	)		(1,638	)		181			(1,457	)
Other comprehensive loss		—		—		—		(1,124	)		—			(1,124	)		(1	)		(1,125	)
Balance as of March 31, 2019		16,596		16		94,017		(1,316	)		(17,415	)		75,302			795			76,097
For the Three-Month Period Ended March 31, 2021:
Balance as of December 31, 2020																							21,958	$	22	$	147,997	$	(2,124	)	$	(52,316	)	$	93,579
Issuance of common stock in public offering, net of issuance costs		4,718		5		42,504		—			—			42,509			—			42,509			4,600		5		59,520		—			—			59,525
Exercise of stock awards and employee stock plan purchases		55		—		473		—			—			473			—			473			325		—		2,569		—			—			2,569
Stock-based compensation		11		—		811		—			—			811			—			811			—		—		1,352		—			—			1,352
Net income (loss)		—		—		—		—			2,408			2,408			(24	)		2,384			—		—		—		—			(23,225	)		(23,225	)
Other comprehensive income (loss)		—		—		—		(1,748	)		—			(1,748	)		23			(1,725	)
Balance as of June 30, 2019		21,380	$	21	$	137,805	$	(3,064	)	$	(15,007	)	$	119,755		$	794		$	120,549
Other comprehensive loss																							—		—		—		(2,298	)		—			(2,298	)
Balance as of March 31, 2021																							26,883	$	27	$	211,438	$	(4,422	)	$	(75,541	)	$	131,502

For the Three-Month Period Ended March 31, 2020:
Balance as of December 31, 2019																							21,419	$	21	$	139,700	$	(3,939	)	$	(29,234	)	$	106,548
Exercise of stock awards and employee stock plan purchases																							94		—		709		—			—			709
Stock-based compensation																							—		—		782		—			—			782
Net income (loss)																							—		—		—		—			(8,771	)		(8,771	)
Other comprehensive loss																							—		—		—		(1,979	)		—			(1,979	)
Balance as of March 31, 2020																							21,513	$	21	$	141,191	$	(5,918	)	$	(38,005	)	$	97,289

See accompanying notes to unaudited condensed consolidated financial statements.

	Six Months Ended						Three Months Ended
	June 30,						March 31,
	2020			2019			2021			2020
Cash flows from operating activities:
Net income (loss)	$	(8,927	)	$	927		$	(23,225	)	$	(8,771	)
Adjustments to reconcile net income (loss) to net cash Used in operating activities:
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		2,549			2,767			1,265			1,256
Impairment of long-lived assets								4,443			—
Loss on extinguishment of debt		1,343			—			—			1,343
Amortization of deferred financing costs		144			264			12			141
Stock-based compensation		1,650			1,636			1,352			782
Provision for inventory write-down		3,506			1,569			666			1,421
Allowance for doubtful accounts		118			114			14,805			24
Provision for sales returns		101			374			239			(231	)
Provision for warranty								269			—
Unrealized gain on foreign currency transactions		(698	)		(1,117	)		(883	)		(1,983	)
Deferred taxes		(520	)		479			(134	)		(820	)
Bargain purchase gain on acquisition		—			(334	)
Changes in operating assets and liabilities:
Accounts receivable		3,467			(11,643	)		(1,423	)		9,109
Inventories								(3,239	)		14,129
Contract assets		5,357			(8,236	)		(267	)		(7,048	)
Inventories		(16,799	)		(1,543	)
Prepaid expenses and other assets		(3,431	)		262			(3,864	)		(3,285	)
Accounts payable		7,105			6,905			3,539			(1,261	)
Contract liabilities		1,436			(4,730	)		32			(275	)
Accrued and other liabilities		(389	)		(3,528	)		(523	)		(3,937	)
Net cash used in operating activities		(3,988	)		(15,834	)
Net cash provided by (used in) operating activities								(6,936	)		594
Cash flows from investing activities:
Purchases of property, plant and equipment		(1,580	)		(811	)		(1,266	)		(560	)
Acquisition of business, net of cash acquired		—			(4,697	)		(4,258	)		—
Net cash used in investing activities		(1,580	)		(5,508	)		(5,524	)		(560	)
Cash flows from financing activities:
Proceeds from issuance of common stock in public offerings, net of issuance costs								59,525			—
Proceeds from short-term borrowings and line of credit		8,228			22,327			—			1,307
Repayments of short-term borrowings and line of credit		(6,145	)		(31,262	)		(11,494	)		(4,167	)
Proceeds from long-term borrowings		—			25,000
Repayments of long-term borrowings		(13,125	)		(625	)		—			(13,125	)
Proceeds from related party term loan		18,361			—			—			18,361
Proceeds from factored accounts receivable		11,645			—
Repayments of related party term loan		—			(5,000	)		(29,298	)		—
Deferred financing costs		(21	)		(1,992	)
Proceeds from issuance of common stock in public offering, net of issuance costs		—			42,509
Proceeds from exercise of stock awards and employee stock plan purchases		993			473			2,569			709
Net cash provided by financing activities		19,936			51,430			21,302			3,085
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		(659	)		(379	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash								404			(873	)
Net increase in cash, cash equivalents and restricted cash		13,709			29,709			9,246			2,246
Cash, cash equivalents and restricted cash at beginning of period		33,635			35,648			54,587			33,635
Cash, cash equivalents and restricted cash at end of period	$	47,344		$	65,357		$	63,833		$	35,881

Reconciliation of cash, cash equivalents and restricted cash to statement of financial position
Cash and cash equivalents	$	37,971		$	56,421		$	56,818		$	26,437
Restricted cash		9,211			8,364			6,848			9,281
Long-term restricted cash		162			572			167			163
	$	47,344		$	65,357		$	63,833		$	35,881

Supplemental disclosure of cash flow information:
Shares of the Company's common stock held in escrow		—			—
Cash paid during the period for:
Interest - bank and trade facilities	$	507		$	1,525		$	83		$	424
Interest - related party	$	465		$	287		$	94		$	152
Income taxes	$	1,879		$	1,129		$	1,206		$	1,504

See accompanying notes to unaudited condensed consolidated financial statements.

~~DASAN Zhone Solutions,~~(1) Organization and Summary of Significant Accounting Policies

DZS Inc. (referred to, collectively with its subsidiaries, as “DZS” or the “Company”) is a global provider of ultra-broadband network access solutions and communications platforms deployed by advanced Tier 1, 2national and 3regional service providers and enterprise customers. The Company provides 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 that includes more than~~ base.~~1,200~~ ~~customers in more than 120 countries worldwide.~~

DZS was incorporated under the laws of the state of Delaware in June ~~1999, under the name Zhone Technologies, Inc.~~1999. The Company is headquartered in Plano, Texas with flexible in-house production facilities in Seminole, Florida and ~~Hannover,~~Hanover, Germany, and contract manufacturers located in China, India, Korea and Vietnam. The Company also maintains offices to provide sales and customer support at global ~~locations, including in Alameda, California, its former corporate headquarters.~~locations.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These financial statements include the accounts of the Company and its wholly owned ~~subsidiaries~~subsidiaries. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission (“SEC”) on March 11, 2021. For a ~~subsidiary~~complete description of what the Company believes to be the critical accounting policies and estimates used in ~~which it had a controlling interest.~~ the preparation of its unaudited condensed consolidated financial statements, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

All intercompany transactions and balances have been eliminated in consolidation.

Certain prior-year amounts have been reclassified to conform to the current-quarter presentation. The unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) that, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the current interim period are not necessarily indicative of results to be expected for the current year or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission (“SEC”) on March 24, 2020. For a complete description of what the Company believes to be the critical accounting policies and estimates used in the preparation of its unaudited condensed consolidated financial statements, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, assuming the Company will continue as a going concern.

The Company had net loss of $0.2 million and net loss of $8.9 million for the three and six months ended June 30, 2020, respectively, and a net loss of $13.3 million for the year ended December 31, 2019. Additionally, the Company incurred significant losses in years prior to 2019. As of June 30, 2020, the Company had an accumulated deficit of $38.2 million and working capital of $116.1 million. As of June 30, 2020, the Company had $38.0 million in cash and cash equivalents, which included $18.2 million in cash balances held by its international subsidiaries, and $56.8 million in aggregate principal debt of which $29.1 million was reflected in current liabilities (including $11.6 million of secured borrowings related to factored accounts receivable).

The Company’s ability to meet its obligations as they become due in the ordinary course of business for the next twelve (12) months will depend on its ability to (i) achieve forecasted results of operations, (ii) access funds approved under existing or new credit facilities and/or raise additional capital through sale of the Company’s common stock to the public, and (iii) effectively manage working capital requirements. If the Company cannot raise additional funds when it needs or want them, or if customers are unable to pay on a timely basis, its operations and prospects could be negatively affected. Management’s belief that it will achieve forecasted results of operations assumes that, among other things, the Company will continue to be successful in implementing its business strategy. If one or more of these factors do not occur as expected, it could cause the Company to fail to meet its obligations as they come due.

In December 2019, a strain of coronavirus, now known as 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 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 will likely continue to impact the Company’s 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 the Company’s impairment assessments could be negatively impacted and could result in future impairments of goodwill, intangibles and other long-lived assets. During the ~~quarter~~three months ended March 31, ~~2020, the Company’s revenues declined relative to its prior expectations, in part due to the COVID-19 pandemic. However, during the quarter ended June 30, 2020,~~2021, the Company’s revenues increased by ~~49%~~70.7%, compared to the ~~quarter~~three months ended March 31, 2020, ~~but decreased by approximately 16% compared to~~however the ~~same period of last year. The~~ impact of a continued COVID-19 pandemic or sustained measures taken to limit or contain the outbreak could ~~continue to~~ have a material and adverse effect on our business, financial condition, results of operations, and cash flows.

Based on the Company's current plans and current business conditions, as of the date of this Quarterly Report on Form 10-Q, the Company believes that its existing cash, cash equivalents and available credit facilities will be sufficient to satisfy its anticipated cash requirements for at least the next twelve months from the date of this Quarterly Report on Form 10-Q.

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.

The following ~~summarizes required disclosures about~~table present revenues by geographical ~~concentrations~~concentration (in thousands):

The Company records contract assets when it has a right to consideration and records accounts receivable when it has an unconditional right to consideration. Contract liabilities consist of cash payments received (or unconditional rights to receive cash) in advance of fulfilling performance obligations.

~~The opening and closing balances of contract assets and contract liabilities related to contracts with customers are as follows:~~

~~The increase in contract liabilities during~~ ~~the six months ended June 30, 2020~~ ~~was primarily due to the deferral of revenue due to shipments not meeting the criteria for revenue recognition as of June 30, 2020.~~ The amount of revenue recognized in the six months ended June 30, 2020 that was included in the prior period contract liability balance was $3.5 million. This revenue consists of products and services provided to customers who had been invoiced prior to the current year.

~~The decrease in contract assets during~~ ~~the six months ended June 30, 2020~~ ~~was primarily due to invoicing that occurred in the first half of 2020~~ ~~from unbilled balances reflected as contract assets~~ ~~as of December 31, 2019.~~

Financial instruments ~~which~~that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and restricted cash, ~~which totaled $47.3 million at June 30, 2020, including $22.3 million held by its international subsidiaries.~~accounts receivables, and contract assets. Cash, ~~and~~ cash equivalents and restricted cash consist of financial deposits and money market accounts that are principally held with various domestic and international financial institutions with high credit standing.

The Company’s customers include competitive and incumbent local exchange carriers, competitive access providers, internet service providers, wireless carriers and resellers serving these markets. The Company performs ongoing credit evaluations of its customers and generally does not require collateral. Allowances are maintained for potential doubtful accounts.

For the three months ended ~~June 30, 2020, 1 customer~~March 31, 2021, 2 customers accounted for ~~19%~~18% and 10% of net ~~revenue. For the six months ended June 30, 2020, 1 customer accounted for 11% of net revenue.~~revenue, respectively. For the three months ended ~~June 30, 2019, 1 customer accounted for 12% of net revenue. For the six months ended June 30, 2019, 0 single customer accounted for 10% or more of net revenue.~~

~~As of June 30,~~March 31, 2020, 2 customers ~~each~~accounted for 14% and 10% of net revenue, respectively.

As of March 31, 2021, 1 customer represented 19% ~~and 18%~~ of net accounts ~~receivable, respectively.~~receivable. As of December 31, ~~2019,~~2020, 2 customers represented ~~18%~~17% and ~~11%~~16% of net accounts receivable, respectively.

As of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, net accounts receivables from customers in countries other than the United States represented ~~93%~~84% and ~~94%~~89%, ~~respectively,~~respectively.

In 2017, the Company entered into an agreement with a customer in India to supply product for a state sponsored broadband project. The Company billed the customer, which is a state government sponsored entity, approximately $59.0 million and collected payments of ~~net~~approximately $41.7 million, leaving a balance of approximately $17.3 million as of December 31, 2020. The Company substantially completed its obligations under the agreement in 2018, and all amounts due were billed under the terms of the agreement by December 31, 2020. The remaining $17.3 million is substantially beyond the customers contractual payment terms, and the Company has been actively working with the customer and third parties in India to arrange payment of the entire remaining balance of $17.3 million. The Company recorded an allowance for doubtful accounts ~~receivable.~~of $3.1 million on December 31, 2020, for a partial payment promised but not received. In late March 2021, the customer’s state government parent experienced difficulty passing a budget further impacting the ability of the customer to make agreed-upon partial payments to us. In light of this recent development in the first quarter of 2021, the Company recognized an additional allowance of $14.2 million to bring the total allowance for the customer to $17.3 million, which is the total balance as of March 31, 2021. The Company will continue to pursue collection of the entire outstanding balance and any amounts collected will be recognized in the period which they are received. In the event the Company’s efforts to collect from this customer prove unsuccessful, DZS may seek payment through other means, including through legal action.

The Company allocates the fair value of purchase consideration to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets and certain tangible assets such as inventory.

Critical estimates in valuing certain tangible and intangible assets include but are not limited to future expected cash flows from the underlying assets and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

Assets acquired and liabilities assumed are generally measured at their acquisition-date fair values. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (which cannot exceed one year from the acquisition date), or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date.

When the consideration transferred by the Company in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the total consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are made retrospectively, with corresponding adjustments against goodwill. Changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments are made in the current period, with corresponding adjustments recognized in earnings.

Restructuring and other charges primarily consists of severance and other termination benefits and non-cash impairment charges related to right-of-use assets from operating leases related to the restructuring activities in Hanover, Germany. The Company ~~provides certain defined benefit pension plans~~recognizes contractual termination benefits when it is probable that employees will be entitled to benefits and the amount can be reasonably estimated. The Company will recognize one-time employee termination benefits when (i) management commits to a plan of termination, (ii) the plan identifies the number of employees ~~in Germany~~to be terminated, their job classifications or functions and ~~Japan. Pension accounting is intended to reflect~~their locations, and the ~~recognition of future benefit costs over~~expected completion date, (iii) the ~~employees' average expected future service to the Company based on~~plan establishes the terms of the ~~plans~~benefit arrangement in sufficient detail to enable employees to determine the type and ~~investment~~amount of benefits they will receive, and ~~funding decisions. To estimate the impact of these future payments and the Company’s decisions concerning funding of these obligations, the Company is~~(iv) actions required to ~~make assumptions using actuarial concepts within~~complete the ~~framework of U.S. GAAP. The critical assumption~~plan indicate that it is unlikely that significant changes to the ~~discount rate~~plan will be made or that the plan will be withdrawn. These charges are included in restructuring and other ~~important assumptions include expected future salary increases, expected future increases~~charges in the unaudited condensed consolidated statement of comprehensive income (loss). Refer to ~~benefit payments, expected retirement dates, employee turnover, retiree mortality rates~~Note 9 Restructuring and ~~portfolio composition. The Company evaluates these assumptions at least annually, or more frequently when certain qualifying events occur, such as a significant change in interest rates.~~Other Charges for further information.

In June 2016, ~~FASB~~the Financial Accounting Standards Board (“FASB”) issued ~~ASU~~Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the Company to measure and recognize expected credit losses for financial assets held and not accounted for at fair value through net income. In November 2018, April 2019 and May 2019, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, and ASU No. 2019-05, Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief, which provided additional implementation guidance on the previously issued ASU. The Company expects to adopt the updated guidance ~~is effective for the Company~~ on January 1, 2022, and requires a modified retrospective adoption method. Early adoption is permitted. The Company is currently assessing the potential impact of adopting this new guidance on its ~~condensed~~ consolidated financial statements.

In ~~August 2018,~~March 2020, the FASB issued ASU ~~2018-14,~~ No. 2020-04 (Topic 848), ~~Disclosure Framework-Changes~~Reference Rate Reform - Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional expedients and exceptions to the ~~Disclosure Requirements for Defined Benefit Plans, which amends ASC 715~~existing guidance on contract modifications and hedge accounting to ~~add, remove, and clarify disclosure requirements~~ease the financial reporting burdens related to ~~defined benefit pension~~the expected market transition from the London Interbank Offered Rate (LIBOR) and other ~~postretirement plans.~~interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate. The ~~updated guidance is~~standard was effective ~~for the Company on January 1, 2021, with early adoption permitted.~~upon issuance and may generally be applied through December 31, 2022, to any new or amended contracts, hedging relationships, and other transactions that reference LIBOR. The Company is currently ~~assessing~~evaluating the ~~potential~~ impact of ~~adopting this new guidance~~the transition and disclosure requirements of the standard on its ~~condensed~~ consolidated financial statements.

~~In November 2019, the FASB issued ASU 2019-08,~~ ~~Compensation - Stock Compensation (ASC 718).~~ This ASU requires an entity measure and classify share-based payment awards granted to a customer by applying the guidance in ASC 718. The amount of the share-based payment award that is recorded as a reduction of the transaction price is required to be measured at the grant-date fair value in accordance with ASC 718. The Company adopted this guidance as of January 1, 2020. There was no material impact on the Company’s consolidated financial statements or disclosures resulting from the adoption of this standard.

~~In August 2018, the FASB issued ASU 2018-15,~~ ~~Intangibles - Goodwill and Other Internal-Use Software - Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement~~. The update reduces complexity for the accounting for costs of implementing a cloud computing service arrangement and aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard is effective for annual and interim periods beginning after December 15, 2019, and

~~retrospective or prospective application is permitted.~~ The Company adopted this guidance as of January 1, 2020. There was no material impact on the Company’s consolidated financial statements or disclosures resulting from the adoption of this standard.

~~In January 2017, FASB issued ASU 2017-04,~~ ~~Simplifying the Test for Goodwill~~ ~~Impairment,~~ which removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The Company adopted this guidance as of January 1, 2020. There was no material impact on the Company’s consolidated financial statements or disclosures, resulting from the adoption of this standard.

~~On August 28, 2018, the FASB issued ASU 2018-13,~~ ~~Fair Value Measurement~~ (Topic 820), which removes, modifies, and adds certain disclosure requirements related to fair value measurements in ASC 820. The updated guidance is effective for annual and interim periods beginning after December 15, 2019. ~~There was no material impact on the Company’s consolidated financial statements or disclosures,~~ ~~resulting from the adoption of this standard~~.Adopted Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12: Simplifying the Accounting for Income Taxes (Topic 740), which removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies GAAP for other

areas of Topic 740 by clarifying and amending existing guidance. This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, with early adoption permitted. The Company ~~is evaluating the effect of adopting~~adopted this new accounting ~~guidance but does~~standard effective January 1, 2021 which did not ~~expect adoption will~~ have a material impact on the Company's consolidated financial statements or disclosures.

On ~~January~~February 5, 2021, the Company acquired Optelian Access Networks Corporation (“Optelian”), a corporation incorporated under the laws of Canada and registered extra-provincially in the Province of Ontario, pursuant to an acquisition agreement whereby the Company purchased all the outstanding shares of Optelian (the “Optelian Acquisition”). Following the closing of the Optelian Acquisition, Optelian became the Company’s wholly owned subsidiary.

Optelian is a leading optical networking solution provider. This acquisition introduced the “O-Series” to the DZS portfolio of carrier grade optical networking products with 100 gigabits per second (Gig) and above capability, expanding DZS product portfolios by providing environmentally hardened, high capacity, and flexible solutions at the network edge.

The purchase price of $7.5 million included cash paid to the shareholders and option holders of Optelian, cash paid to retire Optelian's outstanding debt on the date of acquisition, and contingent payments to shareholders (in thousands):

The future payments are contingent on certain working capital adjustments and contingent consideration based on a certain percentage of future revenue of certain Optelian products through the end of 2023.

The acquisition was recorded as a business combination with valuations of the assets acquired and liabilities assumed at their acquisition date fair value using level three inputs, defined as unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Due to the complexity of valuing the consideration paid and the purchase price allocation, and the timing of these activities, certain amounts included in the unaudited condensed consolidated financial statements, including long-lived assets, deferred taxes, and goodwill, are provisional and subject to additional adjustments within the measurement period as permitted by Topic 805.

The following summarizes the provisional estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for the Optelian Acquisition (in thousands):

The provisional purchase price allocation resulted in the recognition of goodwill of approximately $1.5 million. The following table represents the preliminary estimated fair value and useful lives of identifiable intangible assets acquired (estimated fair value in thousands):

There were no material differences between total revenue and net loss reported and pro forma total revenues and pro forma net loss that would have been reported for the financial periods presented.

On March 3, ~~2019, ZTI Merger Subsidiary III~~2021, the Company acquired substantially all of the assets of RIFT, Inc., a ~~Delaware corporation~~network automation solutions company, and all the outstanding shares of RIFTIO India Private Limited, a wholly owned subsidiary of RIFT, Inc. (collectively “RIFT”). RIFT developed a carrier-grade RIFT.ware software platform that simplifies the deployment of any slice, service, or application on any cloud. The total purchase consideration was $0.5 million, including a $0.2 million holdback that was released in April of 2021 following the fulfillment of certain requirements in the purchase agreement. The Company ~~(“ZTI”), acquired all of~~allocated the ~~outstanding shares of Keymile GmbH (“Keymile”),~~purchase price to $0.1 million in net tangible assets, $0.2 million in developed technologies, and $0.2 million in goodwill. As a limited liability company organized under the laws of Germany, from Riverside KM Beteiligung GmbH (“Riverside”), a limited liability company organized under the laws of Germany, pursuant to a share purchase agreement (the “Keymile Acquisition”) for a ~~final adjusted acquisition price of $9.3 million~~. ~~Following the closing~~result of the acquisition, ~~Keymile~~RIFTIO India Private Limited became a wholly owned subsidiary of the Company.

The Company utilizes a fair value hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels:

Level 1 Inputs are quoted prices in active markets for identical assets or liabilities.

The following financial instruments are not measured at fair value on the Company’s unaudited condensed consolidated balance sheet as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020 but require disclosure of their fair values: cash and cash equivalents, restricted cash, accounts and other receivables, accounts payable, accrued liabilities, lease liabilities and debt. The carrying values of financial instruments such as cash and cash equivalents, restricted cash, accounts and other receivables, accounts payable and accrued liabilities approximate their fair values based on their short-term nature. The carrying value of the Company's lease liabilities and debt approximates their fair values based on the current rates available to the Company for debt of similar terms and maturities.

As of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the Company's cash, ~~and~~ cash equivalents and restricted cash consisted of financial deposits. Cash, cash equivalents and restricted cash held within the U.S. are held at FDIC insured depository institutions. Cash, cash equivalents and restricted cash held outside the U.S. totaled $28.3 million and $32.2 million as of March 31, 2021 and December 31, 2020, respectively. Restricted cash consisted primarily of cash restricted for performance bonds, warranty bonds and collateral for ~~borrowings, and Long-term restricted cash is included in other assets.~~borrowings. Long-term restricted cash was $0.2 million as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020 and is included in other assets on the unaudited condensed consolidated balance sheets.

Balance sheet detail as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 is as ~~follows:~~

	June 30, 2020		December 31, 2019		March 31, 2021		December 31, 2020
Raw materials	$	19,982	$	15,774	$	20,662	$	16,962
Work in process		2,727		1,458		1,128		1,486
Finished goods		25,523		18,207		19,326		21,124
Total inventories	$	48,232	$	35,439	$	41,116	$	39,572

~~Inventories~~The Company had 0 inventories provided as collateral for borrowings from Export-Import Bank of Korea ~~amounted~~as of March 31, 2021 compared to ~~$8.7 million and $6.7~~$9.6 million as of ~~June 30, 2020 and~~ December 31, ~~2019, respectively.~~

	June 30, 2020			December 31, 2019			March 31, 2021			December 31, 2020
Furniture and fixtures	$	11,097		$	10,803
Property, plant and equipment, net:
Machinery and equipment		2,924			2,550		$	13,863		$	13,656
Leasehold improvements		4,280			4,267			4,993			4,633
Computers and software		2,467			1,990			2,835			2,829
Furniture and fixtures								1,538			1,123
Other		604			660			934			716
		21,372			20,270			24,163			22,957
Less: accumulated depreciation and amortization		(13,801	)		(13,130	)		(15,973	)		(15,445	)
Less: government grants		(290	)		(371	)		(310	)		(366	)
Total property, plant and equipment, net	$	7,281		$	6,769		$	7,880		$	7,146

Depreciation expense associated with property, plant and equipment for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and March 31, 2020 was ~~$0.5~~$0.9 million and ~~$1.0 million, respectively. Depreciation expense associated with property, plant and equipment for the three and six months ended June 30, 2019 was~~ $0.5 ~~million and $1.0~~ million, respectively.

The Company receives grants from ~~various~~certain foreign government entities mainly to support capital ~~expenditures.~~expenditures in the region. Such grants are deferred and are generally refundable to the extent the Company does not utilize the funds for qualifying expenditures. Once earned, the Company records the grants as a contra amount to the assets and amortizes such amount over the useful lives of the related assets as a reduction to depreciation expense.

The Company accrues warranty costs based on historical trends for the expected material and labor costs to provide warranty services. The Company's standard warranty period is one year from the date of shipment with the ability for customers to purchase an extended warranty of up to five years from the date of shipment. The following table summarizes the activity related to the product warranty liability:

The opening and closing balances of contract assets and contract liabilities related to contracts with customers are as follows:

The increase in contract assets during the three months ended March 31, 2021 was primarily due to revenue recognition criteria being met for items not yet invoiced during the period.

The decrease in contract liabilities during the three months ended March 31, 2021 was primarily due to the revenue recognition criteria being met for previously deferred revenue, partially offset by invoiced amounts that did not yet meet the revenue recognition criteria. The amount of revenue recognized in the three months ended March 31, 2021 that was included in the prior period contract liability balance was $2.1 million. This revenue consists of services provided to customers who had been invoiced prior to the current year.

The balance of contract cost deferred as of March 31, 2021 and December 31, 2020 was $0.4 million and $0.5 million, respectively. During the three months ended March 31, 2021, the Company recorded $0.4 million in amortization related to contract cost deferred as of December 31, 2020.

As of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the net carrying value of goodwill is all attributable to the Company’s USAmericas reporting unit. AsDuring the three months ended March 31, 2021, the Company recorded goodwill of $1.5 million related to the acquisition of Optelian and $0.2 million related to the acquisition of RIFT. Refer to Note 2 Business Combinations for further information. The accumulated impairment of goodwill was $1.0 million as of March 31, 2021 and 2020, the Company performed a goodwill impairment assessment for the US reporting unit, due to operating losses incurred by the US reporting unit during the first quarter of 2020 amid the worldwide effects of the COVID-19 pandemic. The fair value of the US reporting unit was estimated using an equal weighting of the

guideline company and discounted cash flow methods. During the quarter ended March 31, 2020, the Company also refined its estimated cost allocations between the US reporting unit and the Korea and German reporting units to more appropriately estimate the projected cash flows expected to be generated from each of the Company’s reporting units used in the valuation models. The refinements in cost allocations had no impact on the Company’s segment conclusions and would not have impacted the 2019 annual goodwill impairment conclusions.

~~As of June 30, 2020, no indicators of impairment were identified regarding goodwill and intangible assets for the US reporting unit.~~

~~The Company did not recognize any impairment of goodwill and intangible assets during the three and six months ended June 30, 2020 or 2019.~~respectively.

During the three months ended March 31, 2021, the Company recorded $2.4 million, $0.5 million and $0.9 million in developed technology, customer relationships and in-process research and development, respectively, related to the acquisitions of Optelian and RIFT. Refer to Note 2 Business Combinations for further information.

The following table summarizes the activity related to intangible assets, net (in thousands):

Amortization expense associated with intangible assets for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 was ~~$0.6~~$0.4 million and ~~$1.5~~$0.8 million, respectively. ~~Amortization expense associated with intangible assets for the three and six months ended June 30, 2019 was $0.9 million and $1.8 million, respectively.~~

The following table presents the future amortization expense of the Company’s intangible assets as of ~~June 30, 2020~~March 31, 2021 (in thousands):

	December 31, 2019									December 31, 2020
	Short-term			Long-term			Total			Short-term		Long-term			Total
PNC Credit Facilities	$	2,500		$	10,625		$	13,125
Bank and Trade Facilities - Foreign Operations		15,779			—			15,779		$	13,787	$	—		$	13,787
Related Party		—			9,096			9,096			—		29,766			29,766
		18,279			19,721			38,000			13,787		29,766			43,553
Less: unamortized deferred financing costs on the PNC Credit Facilities		(795	)		(688	)		(1,483	)
Less: unamortized deferred financing costs											—		(12	)		(12	)
	$	17,484		$	19,033		$	36,517		$	13,787	$	29,754		$	43,541

The ~~future~~ principal ~~maturities~~balance of ~~our Term Loans for each of~~the term loan is due to mature in 2021, the Company has no other contractual principal payments due in the next five ~~years are as follows (in thousands):~~

On June 1, 2020, DZS Japan entered into an assignment agreement with JECC Corporation to factor 1,258,822,828 YEN (approximately $11.6 million USD) of accounts receivables from one of its customers. JECC assessed a discount equivalent to 5,964,328 YEN (approximately $0.05 million USD) (or approximately 0.474% of the amount factored, with a stated factoring rate of 1.575% based on the days remaining from factoring to expected receivable collection). DZS Japan received 1,252,858,500 YEN (approximately $11.65 million USD) on June 19, 2020. In accordance with ASC 860, ~~Transfers and Servicing of Financial Assets, this agreement is accounted for as a secured borrowing. The expected collection of the underlying accounts receivable is before the end of 2020.~~

Certain of the Company's foreign subsidiaries have entered into ~~various~~ financing arrangements with foreign banks and other lending institutions consisting primarily of revolving lines of credit, trade facilities, term loans and export development loans. These facilities are renewed as they mature and are generally secured by a security interest in certain assets of the applicable foreign subsidiaries and supported by guarantees given by ~~DNI~~Dasan Networks, Inc. (“DNI”), the Company’s largest stockholder, or third parties. Payments under such facilities are made in accordance with the ~~given~~ lender’s amortization ~~schedules.~~schedules, as applicable.

As of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the Company had an aggregate outstanding balance of ~~$29.1~~$1.8 million and ~~$15.8~~$13.8 million, respectively, under such financing arrangements. The weighted average borrowing rates as of March 31, 2021 and December 31, 2020 were 0.0% and 1.8%, respectively. The maturity dates and interest rates per annum applicable to outstanding borrowings under these financing arrangements are listed in the tables below (amount in thousands).

As of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the Company had ~~$5.0 million and $4.6 million in~~0 outstanding borrowings ~~respectively, and $5.0 million and $0.8 million committed as security for letters of credit~~ under the Company's ~~$19.0~~$17.6 million letter of credit ~~facility~~facilities with certain foreign banks. As of ~~June 30~~March 31, 2021 and December 31, 2020, the Company had ~~approximately $14.0~~$17.6 million and $19.0 million, respectively, available to draw under its credit facilities.

In February 2016, ~~DNS California~~the Company borrowed $1.8 million from ~~Dasan Networks, Inc. (“DNI”)~~DNI for capital investment with an interest rate of 4.6% per annum, payable annually. ~~On February 27, 2019, in connection with~~In January 2021, the ~~entry into the PNC Credit Facilities, the Company amended the terms of~~entire outstanding balance on this ~~loan to extend the repayment date to May 27, 2022. As of June 30, 2020, $1.8 million was outstanding.~~

~~In September 2016, we entered into a loan agreement with DNI for a $5.0 million unsecured subordinated term loan facility. The~~ term loan was scheduled to mature in September 2021 and was pre-payable at any time by the Company without premium or penalty. The interest rate under this facility was 4.6% per annum. In February 2019, we repaid the term loan in full plus accrued interest in connection with the entry into the PNC Credit Facilities, thereby terminating the loan agreement.repaid.

In March 2018, ~~DNS Korea~~the Company borrowed ~~$5.8~~KRW 6.5 billion ($5.8 million USD) from DNI of which ~~$4.5~~KRW 5.0 billion ($4.5 million USD) was repaid in August 2018. In February 2021, the remaining outstanding balance on ~~August 8, 2018. The~~this term loan bears interest at a rate of 4.6%. On February 27, 2019, in connection with the entry into the PNC Credit Facilities, we amended the terms of this loan to extend the repayment date to May 27, 2022. As of June 30, 2020, $1.2 million was ~~outstanding.~~repaid.

In December 2018, wethe Company entered into a Loan Agreement with DNI for a $6.0 million term loan with an interest rate of 4.6% per annum. ~~On February 27, 2019, in connection with~~In January 2021, the ~~entry into the PNC Credit Facilities, we amended the terms of the~~entire outstanding balance on this term loan ~~to extend~~was repaid.

On March 5, 2020, the ~~repayment date until May 27, 2022 and to terminate any security granted to DNI with respect to such term loan. As of June 30, 2020, $6.0 million was outstanding.~~

The modifications resulting from the amendments described in the four preceding paragraphs were limited to the extension of the maturity dates and removal of the collateral on the outstanding term loans with DNI. There were no fees paid to DNI or external costs otherwise incurred in connection with these modifications.

~~In March 2020, DNS Korea, our wholly-owned, indirect subsidiary~~Company entered into a ~~Loan Agreement~~loan transaction with DNI (the “March 2020 DNI Loan”). The March 2020 DNI Loan was negotiated and approved on behalf of the Company and its subsidiaries by a special committee of the Board of Directors of the Company (the “Special Committee”) consisting of directors determined to be independent from DNI. The March 2020 DNI Loan consists of a term loan in the amount of KRW 22.4 billion ($18.5 million USD) with ~~interest payable semi-annually at~~ an annual rate of 4.6% and maturing on March 11, 2022. NaN principal payments are due on the March 2020 DNI Loan until the maturity date, but DNS Korea may prepay the loan, or a portion thereof, without penalty. As of June 30, 2020, $18.7 million was outstanding.

As security for the March 2020 DNI Loan (and other existing loans between DNI and DNS Korea and/or DNS California), (i) DNS California, a wholly-owned, direct subsidiary of the Company and the sole stockholder of DNS Korea, agreed to pledge the outstanding shares of DNS Korea to DNI and (ii) DNS Korea granted a security interest in its personal property assets, accounts receivable and intellectual property assets to DNI. The March 2020 DNI Loan includes certain covenants consisting of financial reporting obligations, a maintenance covenant whereby DNS Korea agreed to maintain a minimum stockholders’ equity value in an amount equal to or greater than KRW 43.3 billion ($35.8 million USD), and customary events of default. If an event of default occurs and is not remedied within the applicable cure period, DNI will be entitled to take various actions, including requiring the immediate repayment of all outstanding amounts under the March 2020 DNI Loan and selling the shares or assets of DNS Korea.

~~DNS Korea loaned the funds borrowed under the March 2020 DNI Loan to the Company, and the Company utilized a portion of such funds to repay in full and terminate the PNC Credit Facilities.~~

As of June 30, 2020, the Company had borrowings of $27.7 million outstanding from DNI. The outstanding balance at June 30, 2020 under the March 2020 DNI Loan was KRW 22.4 billion ($18.7 million), which matures in May 2022; $6.0 million under a December 2018 unsecured subordinated term loan facility which matures in March 2022; $1.8 million under a February 2016 loan for capital investment which matures in May 2022; and KRW 1.5 billion ($1.2 million) outstanding under a secured loan which matures in May 2022. All four loans bear interest at a rate of 4.6% per annum. In February 2021, the entire outstanding balance on this term loan was repaid.

Interest expense on ~~these related party borrowings was $0.3 million and $0.4 million for the three and six months ended June 30, 2020, respectively. Interest expense on these~~ related party borrowings was $0.1 million and $0.2 million for the three ~~and six~~ months ended ~~June 30, 2019,~~March 31, 2021 and 2020, respectively. As of March 31, 2021, the Company had 0 borrowings outstanding from related parties.

On February 27, 2019, the Company ~~and ZTI (collectively, the “Borrowers”), and certain direct and indirect subsidiaries of the Borrowers, as guarantors,~~ entered into a Revolving Credit, Term Loan, Guaranty and Security Agreement (the “Domestic Credit Agreement”) and an Export-Import Revolving Credit, Guaranty and Security Agreement (the “Ex-Im Credit Agreement,” and together with the Domestic Credit Agreement, the “Credit Agreements”), in each case with PNC Bank, National Association (“PNC”) and Citibank, N.A. as lenders, and PNC as agent for the lenders (the “PNC Credit Facilities”)~~, which replaced the Company’s former senior secured credit facilities with Wells Fargo Bank (the “Former WFB Facility”)~~. ~~We refer to such transactions and the agreements referenced above as the “PNC Credit Facilities.”~~

The PNC Credit Facilities provided for a $25 million term loan and a $15 million revolving line of credit (including subfacilities for Ex-Im transactions, letters of credit and swing loans) with a $10 million incremental increase option. The amount the Company was able to borrow on the revolving line of credit at any time was based on eligible accounts receivable and other conditions, less certain reserves. Borrowings under the PNC Credit Facilities bore interest at a floating rate equal to either the PNC prime rate or the LIBOR rate for the applicable period, plus a margin that was based on the type of advance.

The Company used a portion of the funds borrowed from the term loan under the PNC Credit Facilities to (i) repay $5.0 million of existing related party indebtedness with Dasan Networks, Inc., the Company’s largest stockholder Dasan Networks, Inc. (“DNI”) plus accrued interest, (ii) repay $1.5 million revolving line of credit outstanding balance plus accrued interest and fees and cash collateralize $3.6 million in outstanding letters of credit under the Former WFB Facility, and (iii) repay $5.6 million in short-term debt in Korea and Japan. The Company’s obligations under the PNC Credit Facilities were secured by substantially all of the personal property assets of the Company and its subsidiaries that were co-borrowers or guarantors under the PNC Credit Facilities, including their intellectual property.

~~The PNC Credit Facilities had a~~ ~~three-year~~ term and was scheduled to mature on February 27, 2022. The PNC Credit Facilities contemplated repayment of the term loan in quarterly installments over the term of the loan, with the balance of the term loan and revolving line of credit due at maturity.

~~As of December 31, 2019, the Company had $13.1 million in outstanding term loan borrowings under the PNC term loan, and 0 outstanding borrowings under the revolving line of credit.~~ ~~The interest rate on the term loan was 8.12%at December 31, 2019.~~

On March 26, 2020, the Company paid the outstanding term loan borrowings in full and terminated the PNC Credit Facilities. In association with this debt repayment, the Company recorded a loss on extinguishment of debt of $1.4 million during the three months ended March 31, 2020.

In the U.S., the Company maintains a 401(k) plan for its employees whereby eligible employees may contribute up to a specified percentage of their earnings, on a pretax basis, subject to the maximum amount permitted by the Internal Revenue Code. Under the 401(k) plan, the Company made discretionary contributions to the plan in 2021. For the three months ended March 31, 2021, the Company recorded an expense of $0.1 million compared to 0 expense for the three months ended March 31, 2020.

The Company maintains a defined contribution plan for its employees in Korea. Under the defined contribution plan, the Company contributes the equivalent of 8.3% of an employee's gross salary into the plan. For both the three months ended March 31, 2021 and 2020, the Company recorded an expense of $0.3 million.

The Company sponsors defined benefit plans for its employees in ~~Keymile~~Germany and Japan. Defined benefit plans provide pension benefits based on compensation and years of service. The Germany ~~These~~ plans were frozen as of September 30, 2003 and have not been offered to new employees after that date. The Company has recorded the underfunded status as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively, as a long-term liability on the unaudited condensed consolidated balance sheets. The accumulated benefit obligation for the plans was ~~$17.2~~$18.9 million and ~~$17.7~~$20.1 million as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively.

	Three months ended June 30,				Six months ended June 30,				Three Months Ended March 31,
	2020		2019		2020		2019		2021		2020
Interest costs	$	39	$	34	$	77	$	134	$	21	$	38
Net amortization costs		5		—		10		—		45		5
Period costs	$	44	$	34	$	87	$	134	$	66	$	43

As of June 30, 2020, the Company performed a voluntary interim measurement of the plan obligations, due to a significant decrease in the discount rate since the measurement date on March 31, 2020, and recorded an actuarial loss on pension plan of $1.2 million, as reflected on the unaudited condensed consolidated statement of comprehensive (loss) income during the three months ended June 30, 2020.

The Company holds life insurance contracts, with the Company as beneficiary, in the amount of $3.3 million as of ~~June 30,~~March 31, 2021 and $3.5 million as of December 31, 2020, respectively, related to individuals under the pension plans. These insurance contracts are classified as other assets on the Company’s unaudited condensed consolidated balance sheet. The Company intends to use any proceeds from these policies to fund the pension plans. However, since the Company is the beneficiary on these policies, these assets have not been designated pension plan assets.

On March 8, 2021, the Company made the strategic decision to transition DZS GmbH to a sales and research and development center by the end of 2021.

The ~~weighted average assumptions used~~Company incurred restructuring and other charges of approximately $6.3 million for the three months ended March 31, 2021, consisting primarily of severance and other termination related benefits of $3.5 million, an impairment charge of $2.5 million related to right-of-use assets from operating leases, and $0.3 million of other charges.

Negotiations are being held with the works council in ~~determining~~Germany on a reconciliation of interests and a social plan. The Company expects to incur additional severance and other termination benefits when negotiations are finalized.

The following table summarizes the ~~benefit obligation~~activity related to the ~~plans are as follows:~~

~~Non-controlling interests were as follows~~accrued restructuring costs for the three months ended March 31, 2021 (in thousands):

~~On July 31, 2019, the Company acquired the remaining 30.94% non-controlling interest of DZS Japan.~~

As of ~~June 30, 2020 and December~~March 31, ~~2019,~~2021, the Company had ~~$27.7 million and $9.1 million, respectively,~~0 outstanding borrowings from related ~~party borrowings from DNI.~~parties compared to $29.8 million as of December 31, 2020. See Note 7 Debt for further information about the Company’s related party debt.

The following table sets forth payment guarantees of the Company's indebtedness and other obligations as of March 31, 2021 that have been provided by DNI. DNI owns approximately 37.5% of the outstanding shares of the Company's common stock. The amount guaranteed exceeds the principal amounts of outstanding obligations due to collateral requirements by the banks.

Sales, cost of revenue, manufacturing (included in cost of revenue), research and product development, selling, marketing, general and administrative, interest expense and other expenses to and from related parties were as follows (in thousands) for the three months ended ~~June 30, 2020~~March 31, 2021 and ~~2019:~~2020:

		Three Months Ended June 30, 2020															Three Months Ended March 31, 2021
Counterparty	DNI ownership interest	Sales		Cost of revenue		Manufacturing (cost of revenue)*		Research and product development		Selling, marketing, general and administrative		Interest expense		Other expenses		DNI ownership interest	Sales		Cost of revenue		Manufacturing (cost of revenue)**		Research and product development		Selling, marketing, general and administrative		Interest expense		Other expenses
DNI	N/A	$	1,363	$	1,172	$	—	$	—	$	570	$	288	$	84	N/A	$	1,770	$	1,611	$	—	$	—	$	707	$	132	$	85
DASAN Ventures	33%		—		—		12		48		17		—		—
Dasan Invest*																N/A		—		—		10		46		18		—		—
		$	1,363	$	1,172	$	12	$	48	$	587	$	288	$	84		$	1,770	$	1,611	$	10	$	46	$	725	$	132	$	85

		Three Months Ended June 30, 2019															Three Months Ended March 31, 2020
Counterparty	DNI ownership interest	Sales		Cost of revenue		Manufacturing (cost of revenue)*		Research and product development		Selling, marketing, general and administrative		Interest expense		Other expenses		DNI ownership interest	Sales		Cost of revenue		Manufacturing (cost of revenue)**		Research and product development		Selling, marketing, general and administrative		Interest expense		Other expenses
DNI	N/A	$	874	$	621	$	—	$	—	$	1,020	$	104	$	82	N/A	$	162	$	133	$	—	$	—	$	571	$	151	$	86
Tomato Soft Ltd.	100%		—		—		29		—		—		—		—
Tomato Soft (Xi'an) Ltd.	100%		—		—		—		134		—		—		—
Chasan Networks Co., Ltd.	100%		—		—		280		18		—		—		—
Dasan Invest*																N/A		—		—		8		33		38		—		—
		$	874	$	621	$	309	$	152	$	1,020	$	104	$	82		$	162	$	133	$	8	$	33	$	609	$	151	$	86

** Manufacturing costs represent product purchases from and manufacturing activities performed by related parties, and

are included in cost of revenue ~~manufacturing (included in cost~~on the unaudited condensed consolidated statement of revenue), research and product development, selling, marketing, general and administrative, interest expense and other expenses to and from related parties were as follows (in thousands) for the six months ended June 30, 2020 and 2019:

Six Months Ended June 30, 2020

Counterparty

DNI
ownership
interest

Sales

Cost of
revenue

Manufacturing
(cost of
revenue)*

Research
and product
development

Selling,
marketing,
general and
administrative

Interest
expense

Other
expenses

DNI

N/A

$
1,525

$
1,305

$
—

$
—

$
1,141

$
439

$
170

DASAN Ventures

33%

—

—

20

81

55

—

—

$
1,525

$
1,305

$
20

$
81

$
1,196

$
439

$
170

��

Six Months Ended June 30, 2019

Counterparty

DNI
ownership
interest

Sales

Cost of
revenue

Manufacturing
(cost of
revenue)*

Research
and product
development

Selling,
marketing,
general and
administrative

Interest
expense

Other
expenses

DNI

N/A

$
1,596

$
1,156

$
—

$
—

$
2,018

$
245

$
171

Tomato Soft Ltd.

100%

—

—

59

—

—

—

—

Tomato Soft (Xi'an) Ltd.

100%

—

—

—

255

—

—

—

Chasan Networks Co., Ltd.

100%

—

—

558

39

—

—

161

J-Mobile Corporation

90.47%

42

81

—

—

—

—

—

$
1,638

$
1,237

$
617

$
294

$
2,018

$
245

$
332

The Company has entered into sales agreements with DNI and certain of its subsidiaries. Sales and cost of revenue to DNI ~~DASAN France, DASAN INDIA Private Limited, and D-Mobile,~~ represent finished goods produced by the Company that are sold to ~~these related parties who sell the Company's products in Korea, France, India and Taiwan, respectively.~~DNI.

~~The~~The Company has entered into an agreement with CHASAN Networks Co., Ltd. to provide manufacturing and research and development services for the Company. Under the agreement with CHASAN Networks., Ltd., the Company is charged a cost plus 7% fee for the manufacturing and development of certain deliverables.

~~The Company has entered into an agreement with Tomato Soft Ltd, a wholly owned subsidiary of DNI, to provide manufacturing and research and development services for the Company.~~

The Company has entered into an agreement with Tomato Soft (Xi'an) Ltd. to provide research and development services for the Company. Under the agreement with Tomato Soft (Xi'an) Ltd., the Company is charged an expected annual fee of $0.7 million for the development of certain deliverables.

On September 9, 2016, DZS acquired DNS California, through the merger of a wholly owned subsidiary of Zhone Technologies, Inc. with and into DNS California, with DNS California surviving as our wholly owned subsidiary (the “Merger”). Prior to the Merger, as DNS California was then a wholly owned subsidiary of DNI, DNI had sales agreements with certain customers on DNS California's behalf. Since the Merger, due to these prior sales agreements, the Company has entered into an agreement with DNI in which DNI acts as a sales channel to ~~these~~ customers. Sales to DNI ~~necessary for DNI to fulfill agreements with its customers~~ are recorded net of royalty fees in related party revenue.

~~The Company shares office space with DNI and certain of DNI's subsidiaries. Prior to the Merger,~~ DNS California ~~then a wholly owned subsidiary of DNI, shared~~shares human resources, treasury and other administrative support with DNI. As such, the Company entered into certain service sharing agreements with DNI and certain of its subsidiaries for the shared office space and shared administrative services. ~~Expenses~~

DNS Korea entered into two separate sublease agreements with DNI. Operating lease cost related to ~~rent~~these leases totaled $0.5 million and ~~administrative~~$0.4 million, for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, the right of use asset and operating lease liability related to these leases were $7.8 million and $7.8 million, respectively. As of December 31, 2020, the right of use asset and operating lease liability related to these leases were $8.6 million and $8.6 million, respectively.

The Company has entered into an agreement with Dasan Invest to provide IT services ~~are allocated~~for the Company.

Interest expense represents interest paid to DNI for the ~~Company based on square footage occupied and headcount, respectively.~~ related party debt. Refer to Note 7 Debt for further information.

Other expenses to related parties represent expenses to DNI for its payment guarantees relating to the Company's borrowings. The Company pays DNI a guarantee fee which is calculated as 0.9% of the guaranteed amount. Refer to Note 14 Commitments and Contingencies for ~~more details~~further information about obligations guaranteed by DNI.

Balances of receivables and payables arising from sales and purchases of goods and ~~serviced~~services with related parties as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 were included in the following balance sheet captions on the unaudited condensed consolidated balance ~~sheet,~~sheets, as follows (in thousands):

		As of June 30, 2020															As of March 31, 2021
Counterparty	DNI ownership interest	Account receivables		Other receivables		Deposits for lease *		Loan Payable		Accounts payable		Other payables		Accrued and other liabilities		DNI ownership interest	Account receivables		Other receivables		Other assets		Loans Payable		Accounts payable
DNI	N/A	$	281	$	32	$	684	$	27,688	$	—	$	—	$	89	N/A	$	1,912	$	—	$	940	$	—	$	596
DASAN Ventures	33%		—		—		—		—		—		29		—
Dasan Invest*																N/A		—		—		—		—		27
		$	281	$	32	$	684	$	27,688	$	—	$	29	$	89		$	1,912	$	—	$	940	$	—	$	623

As of December 31, 2019

Counterparty

DNI
ownership
interest

Account
receivables

Other
receivables

Deposits
for lease*

Loan
Payable

Accounts
payable

Other
payables

Accrued
and other
liabilities

DNI

N/A

$
—

$
32

$
709

$
9,096

$
—

$
1,475

$
119

Tomato Soft Ltd.

100%

—

—

—

—

—

10

—

Tomato Soft (Xi'an), Ltd

100%

—

—

—

—

—

45

—

Chasan Networks Co., Ltd.

100%

—

—

—

—

96

—

—

$
—

$
32

$
709

$
9,096

$
96

$
1,530

$
119

		As of December 31, 2020
Counterparty	DNI ownership interest	Account receivables		Other receivables		Other assets		Loans Payable		Accounts payable
DNI	N/A	$	2,278	$	247	$	755	$	29,754	$	1,552
Dasan Invest*	N/A		—		—		—		—		32
		$	2,278	$	247	$	755	$	29,754	$	1,584

~~The related party receivables and payables balances are reflected in the respective balance sheet captions noted in the table headers above, other than:~~

On ~~May 20, 2019,~~January 26, 2021, the Company ~~completed a public offering of 4,717,949~~sold 4.6 million shares of ~~its~~ common stock ~~inclusive of 615,384~~(including 0.6 million shares ~~sold upon full exercise of~~issued pursuant to the underwriters’ option to purchase additional ~~shares of common stock,~~shares) at a price of $14.00 per share in an underwritten public offering. The equity offering closed on January 29, 2021 and resulted in gross proceeds to the ~~public~~Company of ~~$9.75 per share. All shares of common stock were sold by~~approximately $64.4 million and net proceeds to the ~~Company. The total gross proceeds from the offering, before~~Company, after deducting underwriting discounts and commissions and offering expenses, ~~were~~of approximately ~~$46.0~~$59.5 million. ~~After deducting the underwriters’ discount, commissions and other offering expenses,~~The Company used a portion of the net proceeds ~~were approximately $42.5 million.~~ from the equity offering to pay off the remaining outstanding balance of debt with related parties.

Basic net income per share ~~attributable to DASAN Zhone Solutions, Inc.~~ is computed by dividing the net income ~~attributable to DASAN Zhone Solutions, Inc.~~ for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net income per share ~~attributable to DASAN Zhone Solutions, Inc.~~ gives effect to common stock equivalents; however, potential common stock equivalents are excluded if their effect is antidilutive. Potential common stock equivalents are composed of incremental shares of common stock issuable upon the exercise of stock options and the vesting of restricted stock units. In periods when a net loss is reported, all common stock equivalents are excluded from the calculation because they would have an anti-dilutive effect, meaning the loss per share would be reduced. Therefore, in periods when a loss is reported, basic and dilutive loss per share are the same.

The following table is a reconciliation of the numerator and denominator in the basic and diluted net income (loss) per share calculation (in thousands, except per share data) for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019:~~

	Three Months Ended June 30,					Six Months Ended June 30,					Three Months Ended March 31,
	2020			2019		2020			2019		2021			2020
Net income (loss) attributable to DASAN Zhone Solutions, Inc.	$	(156	)	$	2,408	$	(8,927	)	$	770
Net income (loss)											$	(23,225	)	$	(8,771	)
Weighted average number of shares outstanding:
Basic		21,529			18,166		21,502			17,384		25,252			21,474
Effect of dilutive securities: *
Effect of dilutive securities:
Stock options, restricted stock units and share awards		—			316		—			326		—			—
Diluted		21,529			18,482		21,502			17,710		25,252			21,474
Net income (loss) per share attributable to DASAN Zhone Solutions, Inc.:
Net income (loss) per share:
Basic	$	(0.01	)	$	0.13	$	(0.42	)	$	0.04	$	(0.92	)	$	(0.41	)
Diluted	$	(0.01	)	$	0.13	$	(0.42	)	$	0.04	$	(0.92	)	$	(0.41	)

* For the three and six months ended June 30, 2020, approximately 88 and 102 anti-dilutive shares were excluded fromThe following table sets forth potential common stock that is not included in the diluted net ~~loss~~income (loss) per share calculation ~~respectively.~~above because their effect would be anti-dilutive for the periods indicated (in thousands):

The Company leases certain properties and buildings (including manufacturing facilities, warehouses, and office spaces) and equipment under various arrangements which provide the right to use the underlying asset and require lease payments for the lease term. The Company’s lease portfolio consists of operating leases which expire at various dates through ~~2027.~~2028.

OnIn August 1, 2020, the Company completed its relocation of its corporate headquarters from Oakland, California to Plano, Texas and establish a new U.S.-based Engineering Center of Excellence in Plano. ~~On February 24,~~In September 2020, ~~in connection with the planned relocation of the Company headquarters to Plano,~~ the Company entered into ~~two separate sublease agreements~~a lease agreement for additional office ~~and laboratory~~ space at its headquarters in Plano, TX. ~~The commencement date of these leases occurred in the second quarter of 2020.~~ On the commencement date of ~~these leases,~~this lease in March 2021, the Company recognized an aggregate of approximately ~~$1.3~~$1.7 million in right-of-use assets and operating lease liabilities in connection with these leases.

During the three months ended March 31, 2021, the Company recorded $4.2 million in impairment charges on ROU assets, including $2.5 million related to the restructuring in Hanover, Germany and $1.7 million related to consolidating certain non-manufacturing facilities into our new headquarters facility in Plano, Texas. See Note 9 Restructuring and Other Charges for further information about the Company's restructuring activities in Hanover, Germany.

	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
	2020		2019		2020		2019		2021		2020
Operating lease cost	$	1,358	$	1,140	$	2,768	$	2,263	$	1,362	$	1,410
Variable lease cost		155		162		314		326
Short-term lease cost		353		—		389		—		197		36
Total net lease cost	$	1,866	$	1,302	$	3,471	$	2,589	$	1,559	$	1,446

Variable lease cost was 0t significant for the three months ended March 31, 2021 and 2020.

Supplemental cash flow information related to the Company’s operating leases was as follows (in thousands):

	Three Months Ended June 30,				��	Six Months Ended June 30,				Three Months Ended March 31,
	2020		2019			2020		2019		2021		2020
Operating cash outflows from operating leases	$	1,143	$	1,319		$	2,546	$	2,623	$	1,391	$	1,403
ROU assets obtained in exchange for operating lease obligations	$	1,338	$	—		$	1,364	$	—	$	1,800	$	26

The following table presents the weighted average remaining lease term and weighted average discount rates related to the Company’s operating leases as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively:

The following table presents the maturity of the Company’s operating lease liabilities as of ~~June 30, 2020~~March 31, 2021 (in thousands):

Remainder of 2020	$	2,674
2021		5,200
Remainder of 2021				$	4,076
2022		4,771			5,235
2023		4,339			4,814
2024		3,895			4,330
2025					2,579
Thereafter		3,827			2,457
Total operating lease payments		24,706			23,491
Less: imputed interest		(3,311	)		(2,902	)
Total operating lease liabilities	$	21,395		$	20,589

The Company accrues warranty costs based on historical trends for the expected material and labor costs to provide warranty services. Warranty periods are generally one to five years from the date of shipment. The following table reconciles changes in the Company’s accrued warranties and related costs included in accrued and other liabilities (in thousands) for the six months ended June 30, 2020 and 2019:

In the normal course of operations, from time to time, the Company arranges for the issuance of various types of ~~surety~~performance bonds, such as performance, warranty, and bid ~~and performance~~ bonds, ~~which~~in the form of bank guarantees or surety bonds. These instruments are ~~agreements~~arrangements under which the ~~surety company guarantees~~financial institution provides a financial guarantee that the Company will perform in accordance with contractual or legal obligations. As of ~~June 30, 2020,~~March 31, 2021, the Company had ~~$7.3 million~~$10.5 of performance bonds in the form of bank guarantees or surety bonds guaranteed by third parties.

~~The Company’s inventory purchase commitments typically allow for cancellation of orders 30 days in advance of the required inventory availability date as set by the Company at time of order.~~ ~~However, the Company has agreements with various contract manufacturers which include non-cancellable inventory purchase commitments.~~ ~~The amount of non-cancellable purchase commitments outstanding, net of reserve, was $5.2 million as of June 30, 2020.~~

The Company has, ~~certain royalty commitments associated with~~as part of the ~~shipment and licensing~~Optelian purchase agreement, a contingent liability payable to the sellers. The contingent consideration is payable based on the achievement of certain ~~products. Royalty expense is generally based on a dollar amount per unit shipped or a percentage of~~future performance targets during the ~~underlying revenue and is recorded in cost of revenue. For~~three-year period following the three months ended June 30, 2020 and 2019, the Company incurred $1.1 million and $0.2 million of royalty expense. For the six months ended June 30, 2020 and 2019, the Company incurred $1.2 million and $0.3 million of royalty expense.

The following table sets forth payment guarantees of the Company's indebtedness and other obligations as of June 30, 2020 that have been provided by third parties and DNI. DNI owns approximately 44.0% of the outstanding shares of the Company's common stock. ~~The amount guaranteed exceeds the principal amounts of outstanding obligations due to collateral requirements by the banks.~~

*acquisition date. The Company records changes in the fair value of contingent consideration liabilities within operating expenses in the unaudited condensed consolidated statement of operations during the period in which a change in the estimate of fair value is ~~generally responsible~~made. Refer to Note 2 Business Combinations for ~~warranty liabilities for a period of two years with respect to major product sales and has, therefore, contracted for surety insurance for a portion of the warranty liabilities.~~further information.

From time to time, the Company is subject to various legal proceedings, claims and litigation arising in the ordinary course of business. While the outcome of these matters is currently not determinable, the Company records an accrual for legal contingencies that it has determined to be probable to the extent that the amount of the loss can be reasonably estimated. The Company does not expect that the ultimate costs to resolve these matters will have a material adverse effect on its consolidated financial position, results of operations or cash flows. However, litigation is subject to inherent uncertainties, and unfavorable rulings could occur. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on the results of operations and cash flows of the reporting period in which the ruling occurs, or future periods.

Income tax expense for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 was approximately ~~$0.8~~$0.9 million, ~~and $0.8 million respectively,~~ on pre-tax ~~income of $0.7 million and pretax~~ loss of ~~$8.1 million, respectively. Income~~$22.3 million. There was no income tax expense for the three ~~and six~~ months ended ~~June 30, 2019 was approximately $0.7 million and $0.8 million respectively,~~March 31, 2020 on pre-tax ~~income~~loss of ~~$3.1 million and $1.7 million, respectively.~~$8.8 million.

As of ~~June 30, 2020,~~March 31, 2021, the income tax rate varied from the United States statutory income tax rate primarily due to valuation allowances in ~~the United States~~North America and EMEA and taxable income generated by the Company’s ~~wholly-owned~~wholly owned foreign ~~subsidiaries.~~subsidiaries in Asia.

The total amount of unrecognized tax benefits, including interest and penalties, at ~~June 30, 2020~~March 31, 2021 was ~~$1.0~~$1.3 million. There were 0 significant changes to unrecognized tax benefits during the three ~~and six~~ months ended ~~June 30, 2020 and 2019.~~March 31, 2021. The Company does not anticipate any significant changes with respect to unrecognized tax benefits within the next twelve months.

On March 27, 2020, the “Coronavirus Aid, Relief and Economic Security (CARES) Act” was signed into law. The Act includes provisions relating to refundable payroll tax credits, deferment of the employer portion of certain payroll taxes, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The Company has analyzed the impact of these changes and concluded that none of the changes has a significant impact on the Company's tax positions. In addition, in May 2020, the U.S. House passed another proposed legislation, Health and Economic Recovery Omnibus Emergency Solutions (HEROES) Act in response to the COVID-19 pandemic, which includes expansion of unemployment benefits, additional individual stimulus checks, health care aids and payroll tax credits. In July 2020, the Senate Republicans also proposed Health, Economic Assistance, Liability Protection and Schools (HEALS) Act which includes the similar tax reliefs in respond to the COVID-19. The HEROES and HEALS Acts are currently under negotiations by the Congress but the Company does not expect any significant income tax impacts from the Acts. ~~The Company utilized the payroll tax deferral which deferred cash payroll tax by $0.3 million for the three months ended June 30, 2020.~~

On June 29, 2020, the California Governor signed Assembly Bill 85 (“A.B. 85”), which now becomes California law. A.B. 85, which includes several tax measures, provides for a three-year suspension of the use of net operating losses for medium and large businesses and a three-year cap on the use of business incentive tax credits to offset no more than $5 million of tax per year. Generally, A.B. 85 suspends the use of net operating losses for taxable years 2020, 2021, and 2022 for taxpayers with taxable income of $1 million or more. Since the Company is not expected to generate California source taxable income of more than $1 million, no material impact is anticipated at this time.

The Company is a global provider of ultra-broadband network access solutions and communications platforms deployed by advanced Tier 1, 2national and 3regional service providers and enterprise customers. There are no segment managers who are held accountable for operations, operating results and plans for levels or components below the Company unit level. Accordingly, the Company is considered to be in a single reporting segment and operating unit structure. The Company’s chief operating decision maker is the Company’s Chief Executive Officer, who reviews financial information presented on a consolidated basis accompanied with disaggregated revenues by geographic region for purposes of making operating decisions and assessing financial performance.

The Company attributes revenue from customers to individual countries based on location shipped. Refer to Note 1(e) Disaggregation of Revenue ~~disaggregation information,~~ for the required disclosures ~~about~~on geographical concentrations and ~~revenue~~revenues by ~~products and services and geography.~~

The Company's property, plant and equipment, net of accumulated depreciation, were located in the following geographical areas (in thousands) as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019:~~2020:

	June 30, 2020		December 31, 2019		March 31, 2021		December 31, 2020
United States	$	2,969	$	2,809	$	3,594	$	2,878
Korea		2,390		2,020		2,294		2,472
Japan and Vietnam		1,018		1,074
Taiwan and India		20		24
Japan						870		952
Canada						619		—
Germany		884		842		412		761
Other						91		83
	$	7,281	$	6,769	$	7,880	$	7,146

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 ~~DASAN Zhone Solutions,~~DZS Inc. and its subsidiaries.

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 ~~anticipated~~ growth and trends in our business, industry or key markets; ~~cost synergies, growth opportunities and other potential financial and operating benefits of the Merger and the acquisition of Keymile;~~ 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; the impact of the completed relocation of our corporate headquarters to Texas; 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:

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.

We are a global provider of ~~ultra-broadband~~packet-based mobile transport, broadband access, network ~~access~~orchestration and cloud-native automation solutions ~~and communications platforms~~ deployed by advanced Tier ~~1, 2~~I, national and 3regional service providers and enterprise customers. ~~We operate in a single reporting segment.~~ 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 ~~communications equipment~~platforms in ~~five major areas:~~the areas of mobile transport and fixed broadband access, ~~Ethernet switching, mobile fronthaul/backhaul, Passive Optical LAN~~as discussed below. We have extensive regional development and ~~SDN/NFV solutions:~~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.

~~As of June 30, 2020, we employed over 750 personnel worldwide.~~ We consider the relationships with our employees to be positive. Competition for technical personnel in our industry is intense. We believe that our future success depends in part on our continued ability to hire, assimilate and retain qualified personnel. To date, we believe that we have been successful in recruiting qualified employees, but there is no assurance that we will continue to be successful in the future.

~~Effective August 1, 2020, Charlie Vogt was appointed as~~On March 8, 2021, we made the ~~President and Chief Executive Officer~~strategic decision, subject to the proper involvement of the ~~Company. In addition, Mr. Vogt was elected as~~employee representatives, to transition DZS GmbH to a ~~new member~~sales and research and development center. Negotiations are being held with the works council in Germany on a reconciliation of interests and a social plan. DZS GmbH is expecting to reduce headcount by approximately 100 employees.

On March 3, 2021, we acquired substantially all of the ~~Board, also effective August 1, 2020. In connection with Mr. Vogt’s appointment, Il Yung Kim ceased to serve as President~~assets of RIFT, Inc., a software defined orchestration, automation and Chief Executive Officer of the Company and as a member of the Board effective July 31, 2020. Prior to joining the Company, Mr. Vogt was most recently President and Chief Executive Officer of ATX Networks, a leader in broadband access and media distribution, where he led the company through extensive transformation and growth since February 2018 and will remain a member of the board. From July 2013 to January 2018, Mr. Vogt served as President and Chief Executive Officer of Imagine Communications, where he directed the company through revolutionary change as it evolved its core technology, including large-scale restructuring and rebranding and multiple technology acquisitions as he implemented a disruptive vision and growth strategy. Before joining Imagine Communications, Mr. Vogt was President and Chief Executive Officer of GENBAND (today known as Ribbon Communications), where he transformed the company from a startup to the industry’s global leader in voice over IP and real-time IP communicationsnetwork slicing provider.

~~solutions. His professional career has also included leadership roles at Taqua (Tekelec), Lucent Technology (Nokia), Ascend Communications (Lucent), ADTRAN, Motorola~~On February 5, 2021, we acquired Optelian Access Networks Corporation, a leading optical networking solution provider based in Ottawa, Ontario, Canada, and ~~IBM.~~its portfolio of optical transport solutions.

On ~~August 1, 2020,~~January 26, 2021, we issued 4.6 million shares of common stock in an underwritten public offering pursuant to an underwriters’ agreement (including 0.6 million shares issued pursuant to the ~~Company completed its relocation~~underwriters’ option to purchase additional shares) at a price of ~~its corporate headquarters from California to Plano, Texas~~$14.00 per share. The equity offering closed on January 29, 2021 and ~~establish a new U.S.-based Engineering Center of Excellence~~resulted in ~~Plano. In connection with the relocation, the Company entered into sublease agreements with Huawei Technologies, Inc. and Futurewei Technologies, Inc. to sublease an aggregate~~gross proceeds of approximately ~~16,300 square feet located at Legacy Place, 5700 Tennyson Parkway, Plano, Texas.~~

~~On June 1, 2020, DZS Japan entered into an assignment agreement with JECC Corporation to factor 1,258,822,828 YEN (approximately $11.6~~$64.4 million ~~USD)~~and net proceeds, after deducting underwriting discounts and commissions and offering expenses, of ~~accounts receivables from one of its customers. JECC assessed a discount equivalent to 5,964,328 YEN (approximately $0.05 million USD) (or~~ approximately 0.474% of the amount factored, with a stated factoring rate of 1.575% based on the days remaining from factoring to expected receivable collection). DZS Japan received 1,252,588,500 YEN (approximately $11.65 million USD) on June 19, 2020.

On March 5, 2020, DNS Korea entered into a Loan Agreement with DNI, pursuant to which DNS Korea borrowed KRW 22.4 billion ($18.5 million USD) from DNI. DNS Korea subsequently loaned all of such borrowed funds to the Company,$59.5 million. We used a portion of ~~which were used~~the net proceeds from the equity offering to ~~repay and terminate~~pay off the ~~PNC Credit Facilities.~~

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

	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2020			2019			2020			2019			2021			2020
Net revenue:
Third parties		98	%		99	%		99	%		99	%
Related parties		2	%		1	%		1	%		1	%
Total net revenue		100	%		100	%		100	%		100	%
Cost of revenue:
Products and services - third parties		64	%		66	%		65	%		65	%
Products and services - related parties		2	%		1	%		1	%		1	%
Amortization of intangible assets		0	%		0	%		1	%		1	%
Total cost of revenue		66	%		67	%		67	%		67	%
Net revenue														100	%		100	%
Cost of revenue														65	%		66	%
Gross profit		34	%		33	%		33	%		33	%		35	%		34	%
Operating expenses:
Research and product development		12	%		11	%		15	%		12	%		14	%		21	%
Selling, marketing, general and administrative		19	%		18	%		23	%		19	%		39	%		28	%
Restructuring and other charges														8	%		—
Impairment of long-lived assets														2	%		—
Amortization of intangible assets		0	%		1	%		1	%		1	%		1	%		1	%
Total operating expenses		31	%		30	%		39	%		32	%		64	%		50	%
Operating income (loss)		3	%		3	%		(6	)%		1	%		(29	)%		(16	)%
Interest income		0	%		0	%		0	%		1	%		—			—
Interest expense		(1	)%		(1	)%		(1	)%		0	%		—			(1	)%
Loss on extinguishment of debt		0	%		0	%		(1	)%		0	%		—			(3	)%
Other income (expense), net		(1	)%		2	%		0	%		(1	)%		1	%		2	%
Income (loss) before income taxes		1	%		4	%		(8	)%		1	%		(28	)%		(18	)%
Income tax provision		1	%		1	%		0	%		—
Income tax provision (benefit)														1	%		—
Net income (loss)		(0	)%		3	%		(8	)%		1	%		(29	)%		(18	)%
Net income (loss) attributable to non-controlling interest		0	%		0	%		0	%		0	%
Net income (loss) attributable to DASAN Zhone Solutions, Inc.		(0	)%		3	%		(8	)%		1	%

	Three Months Ended June 30,										Six Months Ended June 30,										Three Months Ended March 31,
	2020		2019		Increase/ (Decrease)			% change			2020		2019		Increase/ (Decrease)			% change			2021		2020		Increase/ (Decrease)		% change
Products	$	66.2	$	78.9	$	(12.7	)		(16	)%	$	108.9	$	148.5	$	(39.6	)		(27	)%	$	76.2	$	42.7	$	33.5		78.5	%
Services		4.3		4.8		(0.5	)		(10	)%		9.1		9.3		(0.2	)		(2	)%		4.8		4.8		—		0.4	%
Total	$	70.5	$	83.7	$	(13.2	)		(16	)%	$	118.0	$	157.8	$	(39.8	)		(25	)%	$	81.0	$	47.5	$	33.5		70.7	%

For the three months ended ~~June 30, 2020,~~March 31, 2021, product revenue ~~decreased~~increased by ~~16%~~78.5% or ~~$12.7~~$33.5 million to ~~$66.2~~$76.2 million from ~~$78.9~~$42.7 million in the same period last year. The ~~decrease~~increase in product revenue during the period was primarily attributable to ~~impacts~~increased sales of our mobile transport and fixed broadband projects and partly as a result of recovering from the ~~worldwide~~impacts of the early onset of the COVID-19 pandemic ~~which resulted~~ in ~~disruptions to our supply chain, as well as decreased business operations by certain~~the first quarter of ~~our customers.~~2020. For the three months ended ~~June 30, 2020,~~March 31, 2021, service revenue ~~decreased by 10% or $0.5 million to $4.3 million from~~of $4.8 million inwas consistent with the same period last year.

The ~~decrease in service revenue was primarily related to a fewer number of products under contract for maintenance and extended warranty.~~

~~For the six months ended June 30, 2020, product revenue decreased~~following table presents our revenues by ~~27% or $39.6 million to $108.9 million from $148.5 million in the same period last year.~~ The decrease in product revenue during the period was primarily attributable to impacts from the worldwide COVID-19 pandemic, which resulted in disruptions to our supply chain, as well as decreased business operations by certain of our customers. For the six months ended June 30, 2020, service revenue decreased by 2% or $0.2 million to $9.1 million from $9.3 million in the same period last year.~~The decrease in service revenue was primarily related to a fewer number of products under contract for maintenance and extended warranty.~~

~~Information about our net revenue for North America and international markets is summarized below~~geographical concentration (in millions):

Three Months Ended June 30,

Six Months Ended June 30,

2020

2019

Increase/
(decrease)

% change

2020

2019

Increase/
(decrease)

% change

Revenue by geography:

United States

$
8.8

$
9.7

$
(0.9
)

(9
)%

$
16.5

$
19.3

$
(2.8
)

(15
)%
Canada

2.3

1.0

1.3

130
%

3.1

1.9

1.2

63
%
Total North America

11.1

10.7

0.4

4
%

19.6

21.2

(1.6
)

(8
)%
Latin America

3.7

6.0

(2.3
)

(38
)%

5.9

12.6

(6.7
)

(53
)%
Europe, Middle East,
Africa

16.7

25.2

(8.5
)

(34
)%

29.0

43.6

(14.6
)

(33
)%
Korea

14.8

19.0

(4.2
)

(22
)%

31.5

34.8

(3.3
)

(9
)%
Other Asia Pacific

24.2

22.8

1.4

6
%

32.0

45.6

(13.6
)

(30
)%
Total International

59.4

73.0

(13.6
)

(19
)%

98.4

136.6

(38.2
)

(28
)%
Total

$
70.5

$
83.7

$
(13.2
)

(16
)%

$
118.0

$
157.8

$
(39.8
)

(25
)%

	Three Months Ended March 31,
	2021		2020		Increase/ (Decrease)		% change
Revenue by geography:
Americas	$	20.2	$	11.7	$	8.5		72.4	%
Europe, Middle East, Africa		17.9		11.3		6.6		58.0	%
Asia		42.9		24.5		18.4		75.0	%
Total	$	81.0	$	47.5	$	33.5		70.7	%

From a geographical perspective, the ~~decrease~~increase in net revenue for the three ~~and six~~ months ended ~~June 30, 2020,~~March 31, 2021 was attributable to ~~declining~~increased revenue in ~~most~~all regions and was ~~largely~~partly attributed to impacts from the worldwide COVID-19 pandemic ~~resulting~~ in ~~disruptions to our supply chain and decreased business operations by certain~~the first quarter of ~~our customers. The decrease~~2020. In addition, the increase in ~~revenue by geography~~Asia was ~~mainly~~also attributable to ~~a decrease in~~increased revenue ~~in International markets.~~

~~International net revenue for the three months ended June 30, 2020 decreased 19% or $13.6 million~~related to ~~$59.4 million from $73.0 million from the same period last year,~~next generation mobile edge access transport and ~~represented 84% of total net revenue compared with 87% during the same period of 2019.~~ International net revenue for the six months ended June 30, 2020 decreased 28% or $38.3 million to $98.4 million from $136.6 million for the same period last year, and represented 84% of total net revenue compared with 83% during the same period of 2019. ~~The decrease in international net revenue was primarily attributed to impacts from the worldwide COVID-19 pandemic.~~

For the three months ended ~~June 30, 2020, one customer~~March 31, 2021, two customers accounted for ~~19%~~18% and 10% of net ~~revenue. For the six months ended June 30, 2020, one customer accounted for 11% of net revenue.~~ revenue, respectively. For the three months ended ~~June 30, 2019, one customer~~March 31, 2020, two customers accounted for ~~12%~~14% and 10% of net ~~revenue. For the six months ended June 30, 2019, no single customer accounted for 10% or more of net revenue.~~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.

Total cost of revenue ~~decreased 16% or $9.1 million~~increased 68.1% to ~~$46.8~~$52.9 million for the three months ended ~~June 30, 2020,~~March 31, 2021, compared to ~~$55.9~~$31.5 million for ~~the three months ended June 30, 2019.~~March 31, 2020. Total cost of revenue was ~~66% and 67%~~65.3% of net revenue for the three months ended ~~June 30, 2020 and June 30, 2019, respectively.~~ ~~Total cost~~March 31, 2021, compared to 66.3% of net revenue ~~decreased 26% or $26.9 million to $78.2 million~~ for the ~~six~~three months ended ~~June 30,~~March 31, 2020, ~~compared~~which resulted in an increase in gross profit percentage to ~~$105.1 million~~34.7% for the ~~six~~three months ended ~~June 30, 2019. Total~~March 31, 2021 from 33.7% for the three months ended March 31, 2020. The increase in total cost of revenue was ~~67%~~primarily due to the increase in number and mix of ~~net revenue for each~~products sold, including the geographic mix of ~~the six months ended June 30, 2020 and 2019.~~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 ~~record~~recognize inventory expenses relating to discontinued products and excess or obsolete inventory.

Research and product development expenses ~~decreased 11% or $1.1 million~~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 14.5% to ~~$8.4~~$11.1 million for the three months ended ~~June 30, 2020,~~March 31, 2021 compared to ~~$9.4~~$9.7 million for the three months ended ~~June 30, 2019. Research~~March 31, 2020, mainly due to strategic hiring decisions in research, development, and product ~~development expenses were 12% as a percentage~~line management in the second half of ~~sales for~~2020 and into the ~~three months ended June 30, 2020, compared~~first quarter of 2021 with the intent to ~~11% for the three months ended June 30, 2019.~~ ~~Research~~accelerate growth and product development expenses decreased 8% or $1.7 million to $18.0 million for the six months ended June 30, 2020 compared to $19.6 million for the six months ended June 30, 2019. Research and product development expenses were 15% as a percentage of sales, for the six months ended June 30, 2020, compared to 12% for the six months ended June 30, 2019. The decrease in research and development expenses were mainly attributable to the restructuring activities, and reduction in force, during 2019.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 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 11%~~increased $18.3 million or ~~$1.6 million~~135.6% to ~~$13.3~~$31.8 million for the three months ended ~~June 30, 2020,~~March 31, 2021 compared to ~~$14.9~~$13.5 million for the three months ended ~~June 30, 2019. Selling, marketing, general and administrative expenses were 19% as a percentage of sales, for both the three months ended~~ ~~June 30, 2020 and 2019.~~ Selling, marketing, general and administrative expenses decreased 10% or $3.1 million to $26.9 million for the six months ended June 30, 2020, compared to $30.0 million for the six months ended June 30, 2019. Selling, marketing, general and administrative expenses were 21% as a percentage of sales, for the six months ended June 30, 2019, compared to 19% of sales for the six months ended June 30, 2018. March 31, 2020. The increase in selling, marketing, general and administrative ~~costs as a percentage of sales for the six months ended June 30, 2020 is~~expenses was primarily due to the ~~lower revenues~~increase in allowance for doubtful accounts for one customer in India by $14.2 million. Refer to Note 1 in the ~~period.~~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 quarter of 2021 with the intent to accelerate growth and capture market share.

Restructuring and other charges for the three months ended March 31, 2021 was $6.3 million, and relate to the restructuring activities related to Hanover, Germany. 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 for the three months ended March 31, 2021 was $1.7 million, and relates to the consolidation of office space in the United States. 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 expense for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 was ~~$0.8~~$0.9 million, ~~for both periods,~~ on ~~pre-tax income of $0.7 million and~~ pre-tax loss of ~~$8.1 million, respectively. Income~~$22.3 million. There was no income tax expense for the three ~~and six~~ months ended ~~June 30, 2019 was $0.7 million and $0.8 million, respectively,~~March 31, 2020 on pre-tax ~~income~~loss of ~~$3.1 million and $1.7 million, respectively.~~$8.8 million. For the three ~~and six~~ months ended ~~June 30, 2020,~~March 31, 2021, the effective income tax rate varied from the United States statutory income tax rate primarily due to valuation allowances in ~~the United States~~North America and EMEA and the mix of earnings generated by our wholly owned foreign ~~subsidiaries.~~subsidiaries in Asia.

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 ~~merger and~~ acquisition ~~transaction~~ costs, ~~inventory valuation step-up amortization, purchase price adjustments,~~goodwill impairment, impairment of long-lived assets, loss on debt extinguishment, restructuring and other charges,

~~goodwill impairment, bargain purchase gain, gain (loss) on sale of assets, impairment of long-lived assets or loss on~~ headquarters relocation, executive transition, and bad debt ~~extinguishment,~~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:

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, ~~and net income,~~ which we consider to be the most directly comparable U.S. GAAP financial measure to Adjusted EBITDA (in thousands):

	Three Months Ended June 30,					Six Months Ended June 30,						Three Months Ended March 31,
	2020			2019		2020			2019			2021			2020
Net income (loss)	$	(156	)	$	2,384	$	(8,927	)	$	927		$	(23,225	)	$	(8,771	)
Add (less):
Add (deduct):
Interest expense, net		400			1,182		973			1,965			207			573
Income tax expense		838			732		833			809
Income tax provision (benefit)													893			(5	)
Depreciation and amortization		1,293			1,350		2,549			2,767			1,265			1,256
Stock-based compensation		868			811		1,650			1,636			1,352			782
Headquarters relocation													1,920			—
Restructuring and other charges													6,252			—
Acquisition costs		—			—		—			337			643			—
Inventory step-up valuation amortization		—			201		—			402
Bargain purchase gain		—			—		—			(334	)
Executive transition													71			—
Bad debt expense*													14,206			—
Loss on debt extinguishment		—			—		1,369			—			—			1,369
Adjusted EBITDA	$	3,243		$	6,660	$	(1,553	)	$	8,509		$	3,584		$	(4,796	)

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

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,~~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, ~~2019,~~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.

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):

	June 30, 2020		December 31, 2019		March 31, 2021		December 31, 2020
Cash and cash equivalents	$	37,971	$	28,747	$	56,818	$	45,219
Working capital		116,094		114,885		130,713		123,285

~~The Company~~We had a net loss of ~~$8.9~~$23.2 million for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 and a net loss of ~~$13.3~~$8.8 million for the ~~year~~three months ended ~~December~~March 31, ~~2019. Additionally, the Company incurred significant losses in years prior to 2019.~~ 2020.

As of ~~June 30, 2020, the Company~~March 31, 2021, we had an accumulated deficit of ~~$38.2~~$75.5 million and working capital of ~~$116.1~~$130.7 million.

~~In March 2020, as described below under the header~~ ~~Related Party Debt~~, we entered into a Loan Agreement with DNI, and used a portion of such funds to repay in full and terminate the Company’s existing credit facility with PNC Bank. In June 2020, we entered into an assignment agreement with a third party to factor accounts receivables from a customer, and we received approximately $11.7 million from this arrangement.

As of ~~June 30, 2020, the Company~~March 31, 2021, we had ~~$38.0~~$56.8 million in cash and cash equivalents, which included ~~$18.2~~$26.3 million in cash balances held by ~~its~~our international subsidiaries, and ~~$56.8~~$1.8 million in aggregate principal debt.

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 ~~of which $29.1 million was reflected in current liabilities.~~with related parties.

~~If our liquidity proves to be insufficient, our business could suffer due to:~~

~~However, we~~We continue to focus on cost management, operating efficiency and ~~restrictions on~~efficient discretionary spending. In addition, if necessary, we may sell assets, issue debt or equity securities or purchase credit insurance. We may also ~~reduce~~rationalize the ~~scope~~number of products we sell, adjust our ~~planned product development, reduce sales and marketing efforts~~manufacturing footprint, and reduce our operations in low margin regions, including reductions in headcount. Based on our current plans and current business conditions, ~~as of the date of this Quarterly Report on Form 10-Q,~~ 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 ~~twelve~~12 months from the date of this Quarterly Report on Form 10-Q.

Our ability to meet our obligations as they become due in the ordinary course of business for the next twelve (12) months will depend on our ability to (i) achieve forecasted results of operations, (ii) access funds under new credit facilities and/or raise additional capital through sale of our common stock to the public, and (iii) effectively manage working capital requirements. If we cannot raise additional funds when we need or want them, our operations and prospects could be negatively affected. While we believe that we are likely to achieve forecasted results of operations if we are successful in implementing our business strategies, the impact of the COVID-19 pandemic provides great uncertainty with respect to our future operations, could result in a material decline in our operating cash flows and could cause us to fail to meet our obligations as they come due.

pandemic and the above measures taken in response thereto have had an effect on the global economy in general and ~~has~~have materially impacted and ~~will likely~~may continue to impact ~~the Company’s~~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. ~~During the six months ended June 30, 2020, the Company’s revenues declined relative to its prior expectations, in part due to the COVID-19 pandemic.~~ Due to the uncertainty around the future economic impact of the pandemic, the fair value measurements used in ~~the Company’s~~our impairment assessments could be negatively impacted and could result in future impairments of goodwill, intangibles and other long-lived assets. ~~The~~During the three months ended March 31, 2021, our revenues increased by 70.7%, compared to the three months ended March 31, 2020, however the impact of a continued COVID-19 pandemic or sustained measures taken to limit or contain the outbreak could ~~continue to~~ have a material and adverse effect on our business, financial condition, results of operations, and cash flows.

In 2017, we entered into an agreement with a customer in India to supply product for a state sponsored broadband project. We billed the customer, which is a state government sponsored entity, approximately $59.0 million and collected payments of approximately $41.7 million, leaving a balance of approximately $17.3 million as of December 31, 2020. We substantially completed our obligations under the agreement in 2018, and all amounts due were billed under the terms of the agreement by December 31, 2020. The remaining $17.3 million is substantially beyond the customers contractual payment terms, and we have been actively working with the customer and third parties in India to arrange payment of the entire remaining balance of $17.3 million. We recorded an allowance for doubtful accounts of $3.1 million on December 31, 2020, for a partial payment promised but not received. In late March 2021, the customer’s state government parent experienced difficulty passing a budget further impacting the ability of the customer to make agreed-upon partial payments to us. In light of this recent development in the first quarter of 2021, we recognized an additional allowance of $14.2 million to bring the total allowance for the customer to $17.3 million, which is the total balance as of March 31, 2021. We will continue to pursue collection of the entire outstanding balance and any amounts collected will be recognized in the period which they are received. In the event our efforts to collect from this customer prove unsuccessful, DZS may seek payment through other means, including through legal action.

Net cash used in operating activities ~~decreased~~increased by ~~$11.8~~$7.5 million to ~~$4.0~~$6.9 million for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 from net cash provided by operating activities of $0.6 million for the three months ended March 31, 2020. The increase in cash used in operating activities ~~of $15.8 million for the six months ended~~ ~~June 30, 2019. The improvement in cash from~~

was primarily due to changes in operating assets and liabilities ~~was primarily~~ due to ~~collection of accounts receivables, including amounts previously reflected~~increases in ~~contract~~inventory and prepaid expenses and other assets, partially offset by ~~increases~~decreases in ~~inventory.~~ accounts payable.

Net cash used in investing activities ~~decreased~~increased by ~~$3.9~~$4.9 million to ~~$1.6 million for the six months ended~~ ~~June 30, 2020 from~~ $5.5 million for the ~~six~~three months ended ~~June 30, 2019.~~March 31, 2021 from $0.6 million for the three months ended March 31, 2020. This ~~decrease~~increase was primarily due to cash used in the ~~acquisition of Keymile in 2019.~~Optelian and RIFT acquisitions.

Net cash provided by financing activities totaled ~~$19.9~~$21.3 million for the ~~six~~three months ended ~~June 30~~,March 31, 2021 and consisted primarily of proceeds from the equity offering offset by repayments of our short-term borrowings and related party term loan. This is in comparison to cash provided by financing activities of $3.1 million for the three months ended March 31, 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. This is in comparison to cash provided by financing activities of $51.4 million~~ ~~for the six months ended~~ ~~June 30, 2019 and consisted primarily of~~ ~~proceeds from a public stock offering in May 2019 in which we received $42.5 million in net proceeds.~~credit facility.

Our primary source of liquidity comes from our cash, cash equivalents and restricted cash, which totaled ~~$47.3~~$63.8 million at ~~June 30, 2020.~~March 31, 2021. Our cash, cash equivalents and restricted cash as of ~~June 30, 2020~~March 31, 2021 included ~~$22.4~~$28.3 million ~~in cash balances~~ held by our international subsidiaries.

Certain of our foreign subsidiaries have entered into various financing arrangements with foreign banks and other lending institutions consisting primarily of ~~revolving lines~~letter of credit trade facilities, term loans and export development loans. These facilities are renewed on an annual basis ~~and are generally secured by a security interest in certain assets of the applicable foreign subsidiaries~~ and supported by guarantees given by DNI or third parties. Payments under such facilities are made in accordance with the given lender’s amortization schedules.

As of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, we had an aggregate outstanding balance of ~~$29.1million~~$1.8 million and ~~$17.5~~$13.8 million, respectively, under such financing arrangements, and the interest rate per annum applicable to outstanding borrowings under these financing arrangements ~~ranged from 0% to 3.00% as of~~ ~~June 30~~ ~~2020.~~

~~In February 2016, DNS California borrowed $1.8 million from DNI for capital investment with~~had an interest rate of ~~4.6% per annum. On February 27, 2019, in connection with the entry into the PNC Credit Facilities, the Company amended the terms~~zero percent as of ~~this loan to extend the repayment date to May 27, 2022. As of June 30, 2020, the $1.8 million was outstanding.~~

In September 2016, the Company entered into a loan agreement with DNI for a $5.0 million unsecured subordinated term loan facility. The term loan was scheduled to mature in September 2021 and was pre-payable at any time by the Company without premium or penalty. The interest rate under this facility was 4.6% per annum. In February 2019, the Company repaid the term loan in full plus accrued interest in connection with the entry into the PNC Credit Facilities, thereby terminating the loan agreement.

In March 2018, DNS Korea borrowed $5.8 million from DNI, of which $4.5 million was repaid on August 8, 2018. The loan bears interest at a rate of 4.6%. On February 27, 2019, in connection with the entry into the PNC Credit Facilities, the Company amended the terms of this loan to extend the repayment date to May 27, 2022. As of June 30, 2020, $1.2 million was outstanding.

In December 2018, the Company entered into a loan agreement with DNI, for a $6.0 million term loan with an interest rate of 4.6% per annum. On February 27, 2019, in connection with the entry into the PNC Credit Facilities, the Company amended31, 2021.

the terms of the term loan to extend the repayment date to May 27, 2022 and to terminate any security granted to DNI with respect to such term loan. As of June 30, 2020, the $6.0 million was outstanding.Related Party Debt

On March 5, 2020, DNS Korea, the Company’s wholly-owned, indirect subsidiary entered into a Loan Agreement with DNI (the “March 2020 DNI Loan”). The March 2020 DNI Loan was negotiated and approved on behalf of the Company and its subsidiaries by a special committee of the Board of Directors of the Company (the “Special Committee”) consisting of directors determined to be independent from DNI. The March 2020 DNI Loan consists of a term loan in the amount of KRW 22.4 billion ($18.5 million USD) with interest payable semi-annually at an annual rate of 4.6% and maturing on March 11, 2022. No principal payments are due on the March 2020 DNI Loan until the maturity date, but DNS Korea may prepay the loan, or a portion thereof, without penalty. As of June 30, 2020, $18.7 million was outstanding.

As security for the March 2020 DNI Loan (and other existing loans between DNI and DNS Korea and/or DNS California), (i) DNS California, a wholly-owned, direct subsidiary of the Company and the sole stockholder of DNS Korea, agreed to pledge the outstanding shares of DNS Korea to DNI and (ii) DNS Korea granted a security interest in its personal property assets, accounts receivable and intellectual property assets to DNI. The March 2020 DNI Loan includes certain covenants consisting of financial reporting obligations, a maintenance covenant whereby DNS Korea agreed to maintain a minimum stockholders’ equity value in an amount equal to or greater than KRW 43.3 billion ($35.8 million), and customary events of default. If an event of default occurs and is not remedied within the applicable cure period, DNI will be entitled to take various actions, including requiring the immediate repayment of all outstanding amounts under the March 2020 DNI Loan and selling the shares or assets of DNS Korea.

DNS Korea loaned the funds borrowed under the March 2020 DNI Loan to the Company, and the Company used a portion of such funds to repay in full and terminate the PNC Credit Facilities, described above.

As of ~~June 30,~~December 31, 2020, ~~the Company~~we had ~~borrowings of $27.7 million outstanding from DNI. The~~an aggregate outstanding balance ~~at June 30, 2020 consisted~~ of ~~the March 2020 DNI Loan~~$29.8 million of KRW 22.4 billion ($18.7 million USD), a $6.0 million unsecured subordinated term loan facility which matures in May 2022, a $1.8 million loan for capital investment which matures in May 2022, and KRW 1.5 billion ($1.2 million USD) outstanding under a secured loan which matures in May 2022. All four loans bear interest at a rate of 4.6% per annum.

~~Interest expense on these~~ related party ~~borrowings was $0.3 million~~debt with DNI. In January and ~~$0.4 million~~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 the three months ended June 30, 2020 and 2019, respectively. Interest expense on these related party borrowings was $0.1 million and $0.2 million during the six months ended June 30, 2020 and 2019, respectively.January 2021.

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

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.

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 ~~June 30, 2020, 2 customers each~~March 31, 2021, one customer represented 19% ~~and 18%~~ of net accounts receivable ~~respectively,~~ and net receivables from customers in countries other than the United States represented ~~93% of net accounts receivable.~~84%. We do not currently have any material commitments for capital expenditures, or any other material commitments aside from operating leases for our facilities, inventory purchase commitments and debt.

At ~~June 30,~~ ~~2020, our future contractual commitments by fiscal year were as follows (in thousands):~~

Future minimum operating lease obligations ~~in the table above~~ include primarily payments for our office locations and manufacturing, research and development locations, which expire at various dates through ~~2027.~~2028. See Note 13 ~~“Leases”~~Leases of the Notes to Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further ~~discussion~~information regarding our operating leases.

~~The~~We may have short term purchase commitments ~~shown above represent non-cancellable inventory~~related to the purchase ~~commitments as~~orders for products and services, within the normal course of ~~June 30, 2020~~.

The debt obligation amount shown above represents scheduled principal repayments, but not the associated interest payments which may vary based on changes in market interest rates. See Note 7 “Debt” of the Notesbusiness. These arrangements typically have cancellation provisions that allow us to ~~Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further discussion regarding our debt agreements.~~cancel with little to no penalty.

We are required to maintain disclosure controls and procedures designed to provide reasonable assurance of achieving the objective that information required to be disclosed in our reports filed or submitted pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow for timely decisions regarding required disclosures. Our disclosure controls and procedures include those components of our internal control over financial reporting intended to provide reasonable assurance that transactions are recorded as necessary to permit preparation of financials in accordance with U.S. GAAP. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rule 13a-15(b) under the Exchange Act, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of ~~June 30, 2020,~~March 31, 2021, the end of the period covered by this Quarterly Report on Form 10-Q. The evaluation was done under the supervision and with the participation of management, including our principal executive officer and principal financial officer. In the course of the evaluation of our disclosure controls and procedures, our principal executive officer and principal financial officer concluded ~~that, because of the unresolved material weaknesses in our internal control over financial reporting as described below,~~ our disclosure controls and procedures were ~~not~~ effective as of ~~June 30, 2020.~~

In connection with the Company’s annual evaluation of its internal control over financial reporting conducted in accordance with SEC Rule 13a-15(c), the Company’s management, including our Chief Executive Officer and Chief Financial Officer, identified material weaknesses in the Company’s internal control over financial reporting, and as a result thereof, determined that the Company’s internal control over financial reporting was not effective as of DecemberMarch 31, ~~2019.~~

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the registrant’s annual or interim financial statements will not be prevented or detected on a timely basis. Management determined that the Company did not maintain a sufficient complement of personnel with appropriate accounting knowledge, experience and training in the application of US GAAP, including accounting for significant unusual transactions. In addition, the Company did not maintain an effective control environment as it did not appropriately identify internal controls over inventory valuation and revenue. Also, Management determined that the Company did not design and maintain effective controls over the financial closing process, including controls surrounding monitoring and review of the activity of its foreign subsidiaries.

We continue to evaluate and assess the design and operation of our controls and are taking steps to modify processes related to the accounting for significant and unusual transactions as well as enhancing monitoring and oversight controls in the application of accounting guidance related to such transactions. In connection therewith, we have hired and we anticipate that we will hire additional accounting personnel with relevant skills, training and experience, and conduct further training of our accounting and finance personnel.2021.

~~Except as described above, there~~There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~We are~~The Company is subject to various legal proceedings, claims and litigation arising in the ordinary course of business. While the outcome of these matters is currently not determinable, ~~we do~~the Company does not expect that the ultimate costs to resolve these matters will have a material adverse effect on ~~our~~the unaudited condensed consolidated financial position or results of operations. However, litigation is subject to inherent uncertainties, and unfavorable rulings could occur. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on the financial position, results of operations and cash flows of the period in which the ruling occurs, or future periods.

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this Quarterly Report on Form 10-Q, our Annual Report on Form 10-K for the year ended December 31, 2019 and in other filings we make with the SEC before making an investment decision. Our business, prospects, financial condition, or operating results could be harmed by any of these risks, as well as other risks not currently known to us or that we currently consider immaterial. If any of such risks and uncertainties actually occurs, our business, financial condition or operating results could differ materially from the plans, projections and other forward-looking statements included in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report and in our other public filings. The trading price of our common stock could decline due to any of these risks, and, as a result, you may lose all or part of your investment.

~~The COVID-19 pandemic has had a material impact on our business and could have a further material adverse effect on our business, financial condition and results of operations.~~

~~The COVID-19~~ ~~pandemic~~ had a significant impact on our first quarter 2020 results, resulting in decreased revenues, negatively impacting our global supply chain and resulting in softer product demand due to the effects of the pandemic. Although we saw improvement in our second quarter 2020 results, due to uncertainty of the pandemic and its effects on our business, there can be no guarantee that this trend will continue, and the COVID-19 pandemic could have a significant negative impact on our results for the remainder of 2020 and beyond. 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 outbreak on our business. Although the reported cases of COVID-19 have decreased in certain regions of the world, they have continued to increase in others, including the United States and other regions in which we operate, and it is uncertain when the pandemic or its effects will subside. The impact of a continued COVID-19 outbreak or sustained measures taken to limit or contain the outbreak could have a material adverse effect on our business, financial condition, results of operations and cash flows ~~during the remainder of 2020 and potentially beyond.~~

Our suppliers and contract manufacturers could fail to provide equipment or service on a timely basis as a result of disruption to the global supply chain due to the ongoing COVID-19 pandemic. If such failures occur, we may be unable to provide products and services as and when requested by our customers. Because of the cost and delays that can be associated with transitioning from one supplier to another, our business could be substantially disrupted if we were required to, or chose to, replace the products or services of one or more major suppliers with products or services from another source, especially if the replacement became necessary on short notice. Any such disruption could increase our costs, decrease our operating efficiencies and have a material adverse effect on our business and financial condition.

~~The extent to which the ongoing COVID-19 pandemic impacts us will depend on numerous evolving factors and future developments that we are not able to predict, including:~~

~~A sustained shelter-in-place order could adversely impact our operations and workforce, and remote working conditions could increase our susceptibility to a data breach.~~

In response to the ongoing COVID-19 pandemic, many local and state governments have instituted emergency restrictions that have substantially limited the operation of non-essential businesses and the activities of individuals. Although some local and state governments have begun to lift these restrictions, it is uncertain whether such measures will be successful, and to date, several localities have had to reinstitute previously lifted restrictions due to a subsequent increase in COVID-19 cases. As a result of these measures taken to combat the spread of COVID-19, the majority of our workforce is working remotely from their homes. Remote working conditions may negatively affect our workforce’s productivity, result in disruptions to workflow and operations or make it more difficult for us to maintain proper internal controls over our financial reporting. Further, while we have taken steps to ensure the security of our data and to prevent security breaches, including through the use of authentications and VPNs, many of these measures are being deployed for the first time on a widespread and sustained basis, and there is no guarantee the data security and privacy safeguards we have put in place will be completely effective or that we will not encounter some of the common risks associated with employees accessing Company data and systems remotely. As a result, we may be required to expend significant capital and other resources to protect against security breaches or to alleviate problems caused by security breaches.

Many of our customers operate in industries that have been disproportionately impacted by the COVID-19 pandemic, and the virus’s negative impact on their financial conditions and results of operations could have an adverse impact on our revenue.

While the industry in which we operate has not been directly impacted to the same extent as other industries, many of our customers in our Enterprise FiberLAN™ business operate in industries such as hospitality, education and stadiums/facilities management, each of which has been greatly impacted by the ongoing COVID-19 pandemic and the protective measures put in place by the local and state governments of the regions in which they operate, such as shelter-in-place orders, business closures, travel restrictions, operating restrictions and cancellations of large events. The adverse impacts that the virus and the accompanying protective measures have on our customers may influence their ability to purchase our products and solutions, make payments under their contracts with us, or it may lower their demand for our products and solutions as they take measures to cut costs and protect their businesses. As a result, our revenue may decline, which could have a material adverse effect on our results of operations and financial condition.

~~The ongoing COVID-19 pandemic could have a negative impact on the health of our employees which could be disruptive to our business and operations and may negatively impact productivity.~~

The ongoing COVID-19 pandemic has spread rapidly throughout the United States and the other regions in which we operate. As of June 30, 2020, there have been more than 10 million positive tests for COVID-19 across the globe, with approximately 2.58 million in the United States. If the virus spreads over a large portion of our workforce, it could have a material adverse effect on our operations. Additionally, if any of our executive officers were to test positive for COVID-19, it could have an adverse effect on our operations, including increased responsibilities for other executives, disruptions in operations or the inability of our executives to focus on essential Company business.

In addition, depending on the extent and duration of the ongoing COVID-19 pandemic, we may be subject to significant increases in healthcare costs if a significant number of our personnel become infected with COVID-19 and require medical treatment. As a result, any significant increases in healthcare costs as a result of COVID-19 or otherwise could have a material adverse impact on our business, financial condition and results of operations.

Further, if any employee, contractor or customer tests positive for COVID-19 as a result of having visited one of our facilities, we could be subject to legal action alleging liability. While many jurisdictions have enacted laws or issued executive orders to protect businesses from claims such as these, there can be no guarantee that every jurisdiction in which we operate will enact such protection or that any claim against us will necessarily fall within the scope of that protection.

We have applied for a small business aid program administered by the German government. There can be no assurance that we or our subsidiaries will qualify for assistance under this or other programs. If we or our subsidiaries do qualify, there is no certainty as to the amount of assistance we will receive.

Keymile has applied with UniCredit Bank AG for a "KfW-Unternehmerkredit" (KfW Entrepreneur Loan) for an amount of EUR 7.5 million under the German COVID-19 government aid package known as “KfW-Sonderprogramm 2020” (KfW Special Programme 2020) on terms subject to final agreement, and the Company and its subsidiaries may evaluate and consider application under other COVID-19 related foreign and domestic aid programs in the future. There can be no assurances that the Company and its subsidiaries will be approved for aid under any of these programs, and if approved, whether funding will be available at all or on conditions that are acceptable to the Company.While we may receive financial, tax or other relief and other benefits under and as a result of these assistance programs or others, it is not possible to estimate at this time the extent or impact of any such relief.

As of June 30, 2020, the aggregate principal amount of our outstanding indebtedness was $56.8 million, consisting of $29.1 million in principal amount of outstanding borrowings under our short-term debt obligations and factored accounts receivable and $27.7 million in long-term related party borrowings. On March 5, 2020, DASAN Network Solutions, Inc., a corporation organized under the laws of the Republic of Korea, and an indirect, wholly owned subsidiary of the Company (“DNS Korea”) entered into a Loan Agreement with DNI, pursuant to which DNS Korea borrowed KRW 22.4 billion ($18.5 million USD) from DNI (the “March 2020 DNI Loan”). DNS Korea loaned such borrowed funds to the Company, a portion of which were used to repay and terminate the Company’s prior credit facilities with PNC Bank, National Association. On June 1, 2020, DZS Japan entered into an assignment agreement with JECC Corporation to factor 1,258,822,828 YEN (approximately $11.6 million USD) of accounts receivables from one of its customers. JECC assessed a discount equivalent to 5,964,328 YEN (approximately $0.05 million USD) (or approximately 0.474% of the amount factored, with a stated factoring rate of 1.575% based on the days remaining from factoring to expected receivable collection). DZS Japan received 1,252,588,500 YEN (approximately $11.65 million USD) on June 19, 2020.

In the event of a default and acceleration of our obligations under the March 2020 DNI Loan, we may not be able to obtain replacement financing at all or on commercially reasonable terms or on terms that are acceptable to us. Our level of indebtedness could have important consequences and could materially and adversely affect us in a number of ways, including:

The agreements governing the March 2020 DNI Loan and the instruments governing our other indebtedness contain certain covenants, limitations, and conditions with respect to the Company and its subsidiaries, including financial reporting obligations and customary events of default and require that certain of our assets be pledged as collateral for such loans. These terms, conditions and collateral requirements could restrict our ability to operate our business. If an event of default occurs under the March 2020 DNI Loan, DNI will be entitled to take various actions, including requiring the immediate repayment of all outstanding amounts borrowed under the March 2020 DNI Loan and seizing and/or selling the assets of the Company and the subsidiary guarantors to satisfy the obligations under the March 2020 DNI Loan.

We cannot assure you that we will be able to generate cash flow in amounts sufficient to enable us to service our debt or to meet our working capital and capital expenditure requirements. If we are unable to generate sufficient cash flow from operations or to borrow sufficient funds to service our debt, we may be required to sell assets, reduce capital expenditures, purchase credit insurance or obtain additional financing. We cannot assure you that we will be able to engage in any of these actions on reasonable terms, if at all.

~~We may need additional capital, and we cannot be certain that additional financing will be available.~~

We need sufficient capital to fund our ongoing operations and may require additional financing in the future to expand our business, acquire assets or repay or refinance our existing debt. Our ability to obtain financing will depend, among other things, on our development efforts, business plans, operating performance and condition of the capital markets at the time we seek financing, any of which have been and may continue to be adversely impacted by the ongoing COVID-19 pandemic. We cannot assure you that additional financing will be available to us on favorable terms when required, or at all. Additionally, while there are no covenants in the March 2020 DNI Loan restricting our ability, or the ability of our subsidiaries, to borrow additional funds, the collateral requirements under the March 2020 DNI Loan may make it difficult to for us to obtain additional secured financing. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock, and our stockholders may experience dilution.

~~If we need additional capital and cannot raise it on acceptable terms, we may not be able to, among other things:~~

Our failure to do any of these things could seriously harm our business, financial condition, liquidity and operating results. In addition, we may be required to reduce the scope of our planned product development and sales and marketing efforts beyond the reductions that we have previously taken, and reduce operations in low margin regions, including reductions in headcount, which could have a material adverse effect on our business, operations, financial condition and liquidity.

~~We may not have the liquidity to support our future operations and capital requirements.~~

As of June 30, 2020, we had approximately $38.0 million in cash and cash equivalents, including $18.2 million in cash balances held by our international subsidiaries. If our operating performance does not improve, and we are unable to raise additional capital (as discussed in the prior risk factor), we may be unable to adequately fund our existing operations. Our current liquidity condition exposes us to the following risks:

~~Our current liquidity condition could be further harmed, and we may incur significant losses or expend significant amounts of capital if:~~

To meet our liquidity needs and to finance our capital expenditures and working capital needs for our business, we may be required to raise substantial additional capital, reduce our operations (including through the sale of assets or expense reduction measures) or both.

~~We have experienced significant losses and we may incur losses in the future. If we fail to generate sufficient revenue to sustain our profitability, our stock price could decline.~~

We had a net loss of $8.9 million for the six months ended June 30, 2020, and a net loss of $13.3 million for the year ended December 31, 2019. Additionally, we have incurred significant losses in years prior to 2019. We have an accumulated deficit of $38.2 million as of June 30, 2020. We have significant fixed expenses and expect that we will continue to incur substantial manufacturing, research and product development, sales and marketing, customer support, administrative and other expenses in connection with the operation of our business. In addition, we may be required to spend more on research and product development than originally budgeted to respond to industry trends. We may also incur significant new costs related to acquisitions and the integration of new technologies and other acquisitions that may occur in the future. We may not be able to adequately manage costs and expenses or achieve or maintain adequate operating margins. As a result, our ability to sustain profitability in future periods will depend on our ability to generate and sustain higher revenue while maintaining reasonable costs and expense levels. If we fail to generate sufficient revenue to sustain profitability in future periods, we may continue to incur operating losses, which could be substantial, and our stock price could decline.

~~Our future operating results are difficult to predict, and our stock price may continue to be volatile.~~

As a result of a variety of factors discussed in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2019, our revenues for a particular quarter are difficult to predict. Our revenue and operating results may vary significantly from quarter to quarter due to a number of factors, many of which are outside of our control. The primary factors that could affect our results of operations include the following:

Any of the foregoing factors, or any other factors discussed elsewhere herein or in our Annual Report on Form 10-K for the year ended December 31, 2019, could have a material adverse effect on our business, operations, financial condition and liquidity that could adversely affect our stock price. Further, the ongoing COVID-19 ~~pandemic~~ has resulted in severe disruption and volatility in the financial markets. We anticipate that our stock price and trading volume may be volatile in the future, whether due to the factors described above, volatility in public stock markets generally or otherwise.

~~In connection with the Keymile Acquisition, we assumed certain of Keymile’s liabilities, which could harm our business, operations, financial condition, and liquidity.~~

Pursuant to the definitive agreement for the Keymile Acquisition, we assumed certain of Keymile’s liabilities, including tax and pension liabilities, and any liabilities that may arise related to breaches of representations and warranties made by Keymile in connection with a prior sale of assets by Keymile that survive through 2022. Although the definitive agreement for the Keymile Acquisition entitles us to indemnification for certain losses incurred related to those assumed liabilities, our right to indemnification from the Keymile sellers is limited by the survival period of the representations and warranties included in the Keymile Acquisition definitive agreement and recovery is limited in amount to the purchase price of Keymile, or EUR 10.3 million (approximately $11.6 million USD). Additionally, our rights to recovery against such losses is limited under our and third party provided warranty and indemnity liability insurance coverage of up to EUR 35.3 million (approximately $39.6 million USD). If such claims or losses exceed such amount, or if they are not indemnifiable under the Keymile Acquisition definitive agreement, any such losses could negatively impact our financial situation. In addition, our closing of the Keymile Acquisition could give rise to substantial tax liabilities under German law, which could negatively impact our financial condition and liquidity.

~~Strategic acquisitions or investments that we have made or that we could pursue or make in the future may disrupt our operations and harm our business, operations, financial condition, and liquidity.~~

As part of our business strategy, we have made investments in and acquired other companies, including Keymile in 2019, that we believe are complementary to our core business. In the future we may continue to make investments in or acquire other companies or complementary solutions or technologies. Any such acquisition or investment may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable opportunities, whether or not the transactions are completed, and may result in unforeseen operating difficulties and expenditures. These transactions could also result in dilutive issuances of equity securities, the incurrence of debt or assumption of liabilities, and increase our risk of litigation exposure, which could adversely affect our operating results. In addition, if the resulting business from such a transaction fails to meet our expectations, our operating results, business, and financial condition may suffer or we may be exposed to unknown risks or liabilities.

~~Additionally,~~ any significant acquisition would require the consent of our lenders. Any failure to receive such consent could delay or prohibit us from acquiring companies that we believe could enhance our business. Furthermore, we may dedicate significant time and capital resources in the pursuit of acquisition opportunities and ~~may be unable to find and identify desirable acquisition targets or business opportunities or be successful in entering into an agreement with any particular strategic partner.~~

Upon the closing of any acquisition transaction, we will need to integrate the acquired organization and its products and services with our legacy operations. The integration process may be expensive, time-consuming and a strain on our resources and our relationships with employees, customers, distributors and suppliers, and ultimately may not be successful. The benefits or synergies we may expect from the acquisition of complementary or supplementary businesses may not be realized to the extent or in the time frame we initially anticipated. Mergers and acquisitions of high-technology companies are inherently subject to increased risk and to many factors outside of our control, and we cannot be certain that our previous or future acquisitions will be successful and will not materially adversely affect our business, operations, financial condition, and liquidity. Any failure to successfully acquire and integrate acquired organizations and their products and services could seriously harm our business, operations, financial condition, and liquidity.

~~Some of the risks that could affect our ability to successfully integrate acquired businesses, including Keymile’s telecommunication systems business, include those associated with:~~

We have material weaknesses in our internal control over financial reporting, and we cannot provide assurances that these weaknesses will be effectively remediated or that additional material weaknesses will not occur in the future. If our internal control over financial reporting or our disclosure controls and procedures are not effective, we may not be able to accurately report our financial results, prevent fraud or file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial information and which may lead to a decline in our stock price.

We are responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. We assessed the effectiveness of our internal control over financial reporting as of December 31, 2019, the end of our fiscal year. In making this assessment, management used the criteria established in ~~Internal Control - Integrated Framework~~ (2013) issued by the Committee Sponsoring Organizations of the Treadway Commission. Based on our assessment, we have concluded that, as of December 31, 2019, our internal control over financial reporting was not effective because of the unremediated material weaknesses in our internal control over financial reporting described below.

Management determined that the Company did not maintain a sufficient complement of personnel with appropriate accounting knowledge, experience and training in the application of generally accepted accounting principles in the United States (“U.S. GAAP”), including accounting for significant unusual transactions. In addition, the Company did not maintain an effective control environment as it did not appropriately identify internal controls over inventory valuation and revenue. Also, management determined that the Company did not design and maintain effective controls over the financial closing process, including controls surrounding monitoring and review of the activity of its foreign subsidiaries. These material weaknesses could result in a misstatement in the financial statements that would result in a material misstatement in the annual or interim consolidated financial statements that would not be prevented or detected.

If we are not able to correct material weaknesses or deficiencies in internal controls in a timely manner, our ability to record, process, summarize and report financial information accurately and within the time periods specified in the SEC’s rules and forms will be adversely affected. Such a result could negatively impact the market price and trading liquidity of our common

stock, weaken investor confidence in our reported financial information, subject us to civil and criminal investigations and penalties, and generally materially and adversely affect our business and financial condition.

~~The long and variable sales cycles for our products could cause revenue and operating results to vary significantly from quarter to quarter.~~

The target customers for our products have substantial and complex networks that they traditionally expand in large increments on a periodic basis. Accordingly, our marketing efforts are focused primarily on prospective customers that may purchase our products as part of a large-scale network deployment. Our target customers typically require a lengthy evaluation, testing and product qualification process. Throughout this process, we are often required to spend considerable time and incur significant expenses educating and providing information to prospective customers about the uses and features of our products. Even after a company makes the final decision to purchase our products, it could deploy our products over extended periods of time. The timing of deployment of our products varies widely, and depends on a number of factors, including our customers’ skill sets, geographic density of potential subscribers, the degree of configuration and integration required to deploy our products, and our customers’ ability to finance their purchase of our products as well as their operations. As a result of any of these factors, our revenue and operating results could vary significantly from quarter to quarter.

~~The market we serve is highly competitive and we may not be able to compete successfully.~~

Competition in communications equipment markets is intense. These markets are characterized by rapid change, converging technologies and a migration to networking solutions that offer superior advantages. We are aware of many companies in related markets that address particular aspects of the features and functions that our products provide. Currently, our primary competitors in our core business include ADTRAN, Calix, Huawei, Nokia and ZTE, among others. In our FiberLAN business, our competitors include Cisco, Nokia and Tellabs. In our Ethernet switching business, our competitors include Cisco, and Juniper. We also may face competition from other communications equipment companies or other companies that may enter our markets in the future. In addition, a number of companies have introduced products that address the same network needs that our products and solutions address, both domestically and internationally. Many of our competitors have longer operating histories, greater name recognition, larger customer bases and greater financial, technical, sales and marketing resources than we do and may be able to undertake more extensive marketing efforts, adopt more aggressive pricing policies and provide more customer financing than we can. In particular, we are encountering price-focused competitors from Asia, especially China, which places pressure on us to reduce our prices. If we are forced to reduce prices in order to secure customers, we may be unable to sustain gross margins at desired levels or achieve profitability. Competitive pressures could result in increased pricing pressure, reduced profit margins, increased sales and marketing expenses and failure to increase, or the loss of, market share, any of which could reduce our revenue and adversely affect our financial results. Moreover, our competitors may foresee the course of market developments more accurately than we do and could develop new technologies that render our products less valuable or obsolete.

If we are unable to compete successfully against our current and future competitors, we may have difficulty obtaining or retaining customers, and we could experience price reductions, order cancellations, increased expenses and reduced gross margins, any of which could have a material adverse effect on our business, operations, financial condition, and liquidity.

~~If demand for our products and solutions does not develop as we anticipate, then our business operations, financial condition, and liquidity will be adversely affected.~~

Our future revenue depends significantly on our ability to successfully develop, enhance and market our products and solutions to our target markets. Most network service providers have made substantial investments in their current infrastructure, and they may elect to remain with their current architectures or to adopt new architectures in limited stages or over extended periods of time. A decision by a customer to purchase our products will involve a significant capital investment. We must convince our service provider customers that they will achieve substantial benefits by deploying our products for future upgrades or expansions. We may experience difficulties with product reliability, partnering, and sales and marketing efforts that could adversely affect our business and divert management attention and resources from our core business. We do not know whether a viable market for our products and solutions will develop or be sustainable in our businesses. If these markets do not develop or develop more slowly than we expect, including as a result of conditions created by the ongoing COVID-19 pandemic, our business, operations, financial condition and liquidity will be materially harmed.

We depend upon the development of new products and enhancements to existing products, and if we fail to predict and respond to emerging technological trends and customers’ changing needs, our operating results and market share may suffer.

The markets for our products are characterized by rapidly changing technology, evolving industry standards, changes in end-user requirements, frequent new product introductions and changes in communications offerings from network service provider customers. Our future success depends on our ability to anticipate or adapt to such changes and to offer, on a timely and cost-effective basis, products that meet changing customer demands and industry standards. We may not have sufficient resources to successfully and accurately anticipate customers’ changing needs and technological trends, manage long development cycles or develop, introduce and market new products and enhancements. The process of developing new technology is complex and uncertain, and if we fail to develop new products or enhancements to existing products on a timely and cost-effective basis, or if our new products or enhancements fail to achieve market acceptance, our business, operations, financial condition and liquidity would be materially adversely affected.

Because our products are complex and are deployed in complex environments, our products may have defects that we discover only after full deployment by our customers, which could have a material adverse effect on our business.

We produce highly complex products that incorporate leading-edge technology, including both hardware and software. Software often contains defects or programming flaws that can unexpectedly interfere with expected operations. In addition, our products are complex and are designed to be deployed in large quantities across complex networks. Because of the nature of these products, they can only be fully tested when completely deployed in large networks with high amounts of traffic, and there is no assurance that our pre-shipment testing programs will be adequate to detect all defects. As a result, our customers may discover errors or defects in our hardware or software, or our products may not operate as expected. If we are unable to cure a product defect, we could experience damage to our reputation, reduced customer satisfaction, loss of existing customers and failure to attract new customers, failure to achieve market acceptance, reduced sales opportunities, loss of revenue and market share, increased service and warranty costs, diversion of development resources, legal actions by our customers, and increased insurance costs. Defects, integration issues or other performance problems in our products could also result in damages to our customers, financial or otherwise. Our customers could seek damages for related losses from us, which could seriously harm our business, operations, financial condition and liquidity. A product liability claim brought against us, even if unsuccessful, would likely be time consuming and costly. The occurrence of any of these problems would seriously harm our business, operations, financial condition and liquidity.

Increased tariffs on products and goods that we purchase from off-shore sources (particularly Chinese sources) and changes in international trade policies and relations could have an adverse effect on our customers and operating results.

The pricing of our products to customers and our ability to conduct business with certain customers can be affected by changes in U.S. and other countries’ trade policies. For example, before the trade deal was signed between the U.S. and China on January 15, 2020, the United States had imposed tariffs on a wide-range of products and goods manufactured in China that are directly or indirectly imported into the United States. In response, various countries and economic regions announced plans or intentions to impose retaliatory tariffs on a wide-range of products they import from the United States. Any newly imposed, announced and threatened U.S. tariffs and retaliatory tariffs could have the effect of increasing the cost of materials we use to manufacture certain products, which could result in lower margins. The tariffs could also result in disruptions to our supply

chain, as suppliers struggle to fill orders from companies trying to purchase goods in bulk ahead of announced tariffs. Although we believe that the incremental costs to us of these tariffs were immaterial, if new tariffs are imposed or if new tariffs apply to additional categories of components used in our manufacturing activities, and if we are unable to pass on the costs of tariffs to our customers, our operating results would be harmed.

While the U.S.-China trade deal signaled a cooling of tensions between the United States and China, relations between the two countries have worsened in recent months and concerns over the stability of bilateral trade relations remain. Changes in political environments, governmental policies, international trade policies and relations, including as a result of tensions between the United States and China regarding the COVID-19 pandemic, trade practices and the protection of intellectual property rights, could result in revisions to laws or regulations or their interpretation and enforcement, trade sanctions, or retaliatory actions by China in response to U.S. actions, which could have an adverse effect on our customers, business plans and operating results.

~~Sales to communications service providers are especially volatile, and weakness in sales orders from this industry could harm our business, operations, financial condition and liquidity.~~

Sales activity in the service provider industry depends upon the stage of completion of expanding network infrastructures, the availability of funding, and the extent to which service providers are affected by regulatory, economic and business conditions in the country of operations. Although some service providers may be increasing capital expenditures over the depressed levels that have prevailed over the last few years, weakness in orders from this industry could have a material adverse effect on our business, operations, financial condition and liquidity. Changes in technology, competition, overcapacity, changes in the service provider market, regulatory developments, adverse economic effects caused by the COVID-19 pandemic and constraints on capital availability have had a material adverse effect on many of our service provider customers, with many of these customers going out of business or substantially reducing their expansion plans. These conditions have materially harmed our business and operating results, and we expect that some or all of these conditions may continue for the foreseeable future. Finally, service provider customers typically have longer implementation cycles; require a broader range of services including design services; demand that vendors take on a larger share of risks; often require acceptance provisions, which can lead to a delay in revenue recognition; and expect financing from vendors. All these factors can add further risk to business conducted with service providers.

~~We rely on contract manufacturers for a portion of our manufacturing requirements.~~

We rely on contract manufacturers to perform a portion of the manufacturing operations for our products. These contract manufacturers build products for other companies, including our competitors. In addition, we do not have contracts in place with some of these providers and may not be able to effectively manage those relationships. We cannot be certain that our contract manufacturers will be able to fill our orders in a timely manner. We face a number of risks associated with this dependence on contract manufacturers including reduced control over delivery schedules, the potential lack of adequate capacity during periods of excess demand, poor manufacturing yields and high costs, quality assurance, increases in prices, and the potential misappropriation of our intellectual property. We have experienced in the past, and may experience in the future, problems with our contract manufacturers, such as inferior quality, insufficient quantities and late delivery of products.

A shortage of adequate component supply or manufacturing capacity could increase our costs or cause a delay in our ability to fulfill orders, and our failure to estimate customer demand properly could result in excess or obsolete component inventories that could adversely affect our gross margins.

Occasionally, we may experience a supply shortage, or a delay in receiving, certain component parts as a result of strong demand for the component parts and/or capacity constraints or other problems experienced by suppliers. If shortages or delays persist, the price of these components may increase, or the components may not be available at all, and we may also encounter shortages if we do not accurately anticipate our needs. Conversely, we may not be able to secure enough components at reasonable prices or of acceptable quality to build new products in a timely manner in the quantities or configurations needed. Accordingly, our revenue and gross margins could suffer until other sources can be developed. Our operating results would also be adversely affected if, anticipating greater demand than actually develops, we commit to the purchase of more components than we need. Furthermore, as a result of binding price or purchase commitments with suppliers, we may be obligated to purchase components at prices that are higher than those available in the current market. In the event that we become committed to purchase components at prices in excess of the current market price, our gross margins could decrease. In the past we experienced component shortages that adversely affected our financial results and, in the future, may continue to experience component shortages.

We depend on a limited source of suppliers for several key components. If we are unable to obtain these components on a timely basis, we will be unable to meet our customers’ product delivery requirements, which would harm our business.

We currently purchase several key components from a limited number of suppliers. If any of our limited source of suppliers become insolvent, cease business or experience capacity constraints, work stoppages or any other reduction or disruption in output, they may be unable to meet our delivery schedules. Our suppliers may enter into exclusive arrangements with our competitors, be acquired by our competitors, stop selling their products or components to us at commercially reasonable prices, refuse to sell their products or components to us at any price or be unable to obtain or have difficulty obtaining components for their products from their suppliers. If we do not receive critical components from our limited source of suppliers in a timely manner, we will be unable to meet our customers’ product delivery requirements. Any failure to meet a customer’s delivery requirements could materially adversely affect our business, operations, and financial condition and liquidity and could materially damage customer relationships.

~~The loss of a key customer or a significant deterioration in the financial condition of a key customer could have a material adverse effect on the Company’s results of operations.~~

The Company’s revenue is dependent on several key customers. A loss of one or more of the Company’s key customers, or a dispute or litigation with one of these key customers could affect adversely our revenue and results of operations. A significant deterioration in the financial condition or bankruptcy filing of a key customer could affect adversely the Company’s business, results of operations, and financial condition.

In addition, the Company is subject to credit risk associated with the concentration of accounts receivable from its key customers. As of June 30, 2020, one customer represented 19% of net accounts receivable. As of December 31, 2019, two (2) customers represented 18% and 11% of net accounts receivable. If one or more of the Company’s top customers were to become bankrupt or insolvent or otherwise were unable to pay for the products and services provided by the Company, including as a result of conditions created by the COVID-19 ~~pandemic, the Company may incur significant write-offs of accounts receivable or incur other impairment charges, which may have a material adverse effect on the Company’s results of operations.~~

We have experienced significant turnover with respect to our executives and our board, and our business could be adversely affected by these and other transitions in our senior management team or if any future vacancies cannot be filled with qualified replacements in a timely manner.

~~We have experienced significant turnover on our executive team and board since 2018.~~ As a result of this turnover, our remaining management team has been required to take on increased responsibilities, which could divert attention from key business areas. If we continue to experience similar turnover in the future, we may be unable to timely replace the talent and skills of our management team and directors.

Management transitions are often difficult and inherently cause some loss of institutional knowledge, which could negatively affect our results of operations and financial condition. Our ability to execute our business strategies may be adversely affected by the uncertainty associated with these transitions and the time and attention from the board and management needed to fill any future vacant roles could disrupt our business. If we are unable to successfully identify and attract adequate replacements for future vacancies in our management roles in a timely manner, we could experience increased employee turnover and harm to our business, growth, financial condition, results of operations and cash flows. We face significant competition for executives with the qualifications and experience we seek.

Further, we cannot guarantee that we will not face similar turnover in the future. Our senior management’s knowledge of our business and industry would be difficult to replace, and any further turnover could negatively affect our business, growth, financial conditions, results of operations and cash flows.

~~Decreased effectiveness of share-based compensation could adversely affect our ability to attract and retain employees.~~

We have historically used equity incentives, including stock options, as a key component of our employee compensation program in order to align the interests of our employees with the interests of our stockholders, encourage employee retention and provide competitive compensation and benefit packages. If the trading price of our common stock declines, this would reduce the value of our share-based compensation to our present employees and could adversely affect our ability to retain existing or attract prospective employees. Difficulties relating to obtaining stockholder approval of equity compensation plans could also make it harder or more expensive for us to grant share-based payments to employees in the future.

~~Our success largely depends on our ability to retain and recruit key personnel, and any failure to do so could harm our ability to meet key objectives.~~

Our future success depends upon the continued services of our executive officers and other key employees, and our ability to identify, attract and retain highly skilled technical, managerial, sales and marketing personnel who have critical industry experience and relationships that we rely on to build and operate our business. As discussed elsewhere in these Risk Factors, we have experienced significant turnover on our executive team and board since 2018, including the departures of our former Chief Executive Officer and Chief Financial Officer. The loss of the services of any of our key employees or executive officers could delay the development and production of our products and negatively impact our ability to maintain customer relationships, which could harm our business, operations, financial condition and liquidity. Moreover, our historical inability to attract and retain sufficient qualified accounting personnel with expertise in U.S. GAAP has adversely affected our ability to maintain an effective system of internal controls and our ability to produce reliable financial reports, which could materially and adversely affect our business.

Many of our products are designed to include software or other intellectual property licensed from third parties. It may be necessary in the future to seek or renew licenses relating to various elements of the technology used to develop these products. We cannot assure you that our existing or future third-party licenses will be available to us on commercially reasonable terms, if at all. Our inability to maintain or obtain any third-party license required to sell or develop our products and product enhancements could require us to obtain substitute technology of lower quality or performance standards, or at greater cost.

~~Our intellectual property rights could prove difficult to protect and enforce.~~

We generally rely on a combination of copyrights, patents, trademarks and trade secret laws and commercial agreements containing restrictions on disclosure and other appropriate terms to protect our intellectual property rights. We enter into confidentiality, employee, contractor and commercial agreements with our employees, consultants and corporate partners, and control access to and distribution of our proprietary information and use of our intellectual property and technology. Despite our efforts to protect our proprietary rights, unauthorized parties, including those affiliated with foreign governments, may attempt to copy or otherwise obtain and use our products, technology or intellectual property. Monitoring unauthorized use of our technology and intellectual property is difficult, and we do not know whether the steps we have taken will prevent unauthorized use of our technology, particularly in foreign countries or jurisdictions where laws may not protect our proprietary rights as extensively as in the United States. We cannot assure you that our pending, or any future, patent applications will be granted, that any existing or future patents will not be challenged, invalidated, or circumvented, or that any existing or future patents will be enforceable or that infringement by third parties will even be detected. While we are not dependent on any individual patents, if we are unable to protect our proprietary rights, we may find ourselves at a competitive disadvantage to others who need not incur the substantial expense, time and effort required to create the innovative products.

~~There are additional risks to our intellectual property as a result on our international business operations.~~

We may face risks to our technology and intellectual property as a result of our conducting strategic business discussions outside of the United States, and particularly in jurisdictions that do not have comparable levels of protection of corporate proprietary information and assets such as intellectual property, trademarks, trade secrets, know-how and customer information and records. While these risks are common to many companies, conducting business in certain foreign jurisdictions, housing technology, data and intellectual property abroad, or licensing technology to joint ventures with foreign partners may have more significant exposure. For example, we have shared intellectual properties with entities in China, South Korea, India, Thailand, and Vietnam pursuant to confidentiality agreements in connection with discussions on potential strategic collaborations, which may expose us to material risks of theft of our proprietary information and other intellectual property, including technical data, manufacturing processes, data sets or other sensitive information. For example, our technology may be reverse engineered by the parties or other parties, which could result in our patents being infringed or our know-how or trade secrets stolen. The risk can be by direct intrusion wherein technology and intellectual property is stolen or compromised through cyber intrusions or physical theft through corporate espionage, including with the assistance of insiders, or via more indirect routes.

Claims that our current or future products or components contained in our products infringe the intellectual property rights of others may be costly and time consuming to defend and could adversely affect our ability to sell our products.

The communications equipment industry is characterized by the existence of a large number of patents and frequent claims and related litigation regarding patent, copyright, trademark and other intellectual property rights, that may relate to technologies and related standards that are relevant to us. From time to time, we receive correspondence from companies claiming that our products are using technology covered by or related to the intellectual property rights of these companies and inviting us to

discuss or demanding licensing or royalty arrangements for the use of the technology or seeking payment for damages, injunctive relief and other available legal remedies through litigation. These companies also include third-party non-practicing entities (also known as patent trolls) that focus on extracting royalties and settlements by enforcing patent rights through litigation or the threat of litigation. These companies typically have little or no product revenues and therefore our patents could provide little or no deterrence against such companies filing patent infringement lawsuits against us. In addition, third parties have initiated and could continue to initiate litigation against our manufacturers, suppliers, distributors or even our customers alleging infringement or misappropriation of their proprietary rights with respect to existing or future products, or components of our products. For example, various proceedings were commenced against Broadcom Inc. (“Broadcom”), a manufacturer of products for the wireless and broadband communications industry, and other parties alleging patent infringement in various jurisdictions, and in some cases the courts issued rulings adverse to Broadcom enjoining Broadcom from offering, distributing, using or importing products that include the challenged intellectual property. In February 2020, a federal jury found that Broadcom, among others, must pay $1.1 billion to the California Institute of Technology for infringing upon patents. Although we are not party to these proceedings, adverse rulings or injunctive relief awarded against Broadcom or other key suppliers of components for our products could result in delays or stoppages in the shipment of affected components, or require us to recall, modify or redesign our products containing such components. Regardless of the merit of claims against us or our manufacturers, suppliers, distributors or customers, intellectual property litigation can be time consuming and costly, and result in the diversion of the attention of technical and management personnel. Any such litigation could force us to stop manufacturing, selling, distributing, exporting, incorporating or using products or components that include the challenged intellectual property, or to recall, modify or redesign such products. In addition, if a party accuses us of infringing upon its proprietary rights, we may have to enter into royalty or licensing agreements, which may not be available on terms acceptable to us, if at all. If we are unsuccessful in any such litigation, we could be subject to significant liability for damages and loss of our proprietary rights. Any of these events or results could have a material adverse effect on our business, operations, financial condition and liquidity.

~~Our collection, processing, storage, use, and transmission of personal data could give rise to liabilities as a result of governmental regulation, increasing legal requirements.~~

We collect, process, store, use, and transmit personal data on a daily basis. Personal data is increasingly subject to legal and regulatory protections around the world, which vary widely in approach and which possibly conflict with one another. In recent years, for example, U.S. legislators and regulatory agencies, such as the Federal Trade Commission, as well as U.S. states have increased their focus on protecting personal data by law and regulation and have increased enforcement actions for violations of privacy and data protection requirements. The European Commission also recently approved and adopted the General Data Protection Regulation (GDPR), a recent data protection law, which became effective in May 2018. These data protection laws and regulations are intended to protect the privacy and security of personal data that is collected, processed, and transmitted in or from the relevant jurisdiction. The GDPR established new requirements applicable to the processing of personal data, affords new data protection rights to individuals and imposes significant penalties for data breaches. Individuals also have a right to compensation under the GDPR for financial or non-financial losses. Implementation of and compliance with these laws and regulations may be more costly or take longer than we anticipate, or could otherwise adversely affect our business operations, which could negatively impact our financial position or cash flows.Any failure to comply with applicable regulations could also result in regulatory enforcement actions against us, subject us to negative publicity and significant penalties and ultimately cause an adverse effect on our business.

~~If we experience a significant disruption in, or breach in security of, our information technology systems, our business could be adversely affected.~~

We rely on several centralized information technology systems to provide products and services, maintain financial records, process orders, manage inventory, process shipments to customers and operate other critical functions. If we experience a prolonged system disruption in the information technology systems that involve our interactions with customers or suppliers, it could result in the loss of sales and customers and significant incremental costs, which could adversely affect our business. In addition, our information technology systems could be susceptible to damage, disruptions or shutdowns due to power outages, hardware failures, computer viruses, attacks by computer hackers, telecommunication failures, user errors, catastrophes or other unforeseen events. Furthermore, security breaches of our information technology systems could result in the misappropriation or unauthorized disclosure of confidential information belonging to the company or our employees, partners, customers or suppliers, which could result in significant financial, legal or reputational damage to the Company. In response to the COVID-19 ~~pandemic, a large portion of our workforce is working remotely, and such remote working could exacerbate any of the foregoing risks.~~

~~Compliance or the failure to comply with current and future environmental regulations could cause us significant expense.~~

We are subject to a variety of federal, state, local and foreign environmental regulations. If we fail to comply with any present or future regulations, we could be subject to liabilities, the suspension of production or prohibitions on the sale of our products. In addition, such regulations could require us to incur other significant expenses to comply with environmental regulations, including expenses associated with the redesign of any non-compliant product. From time to time new regulations are enacted, and it is difficult to anticipate how such regulations will be implemented and enforced and the impact that they could have on our operations or results. For example, in 2003 the European Union enacted the Restriction on the Use of Certain Hazardous Substances in Electrical and Electronic Equipment Directive and the Waste Electrical and Electronic Equipment Directive, for implementation in European Union member states. We are aware of similar legislation that is currently in force or has been considered in the U.S., as well as other countries, such as Japan and China. Implementation of and compliance with these laws may be costly or could otherwise adversely affect our business operations, which could negatively impact our financial position or cash flows. Our failure to comply with any such regulatory requirements or contractual obligations could result in us being liable for costs, fines, penalties or third-party claims, and could jeopardize our ability to conduct business in countries or jurisdictions where such regulations apply.

~~Failure to comply with the U.S. Foreign Corrupt Practices Act and similar laws associated with our international activities could subject us to significant civil or criminal penalties.~~

Failure to comply with the Foreign Corrupt Practices Act could subject us to significant civil or criminal penalties. A significant portion of our revenues is generated from sales outside of the United States. As a result, we are subject to the U.S. Foreign Corrupt Practices Act (the “FCPA”). The FCPA generally prohibits U.S. companies and their intermediaries from making corrupt payments to foreign officials for the purpose of obtaining or keeping business or otherwise obtaining favorable treatment and requires companies to maintain adequate record-keeping and internal accounting practices to accurately reflect the transactions of the company. The FCPA applies to companies, individual directors, officers, employees and agents. Under the FCPA, U.S. companies may be held liable for the corrupt actions taken by employees, strategic or local partners or other representatives. If we or our intermediaries fail to comply with the requirements of the FCPA or similar legislation, governmental authorities in the U.S. and elsewhere could seek to impose civil and/or criminal fines and penalties which could have an adverse effect on our results of operations, financial condition and cash flow.

~~Our business and future operating results are subject to global economic and market conditions.~~

~~Market turbulence and weak economic conditions, including those caused by the COVID-19~~ ~~pandemic~~, as well as concerns about energy costs, geopolitical issues, the availability and cost of credit, business and consumer confidence, and unemployment could impact our business in a number of ways, including:

~~Potential deferment of purchases and orders by customers~~: Uncertainty about global economic conditions could cause consumers, businesses and governments to defer purchases in response to flat revenue budgets, tighter credit, decreased cash availability and weak consumer confidence. Accordingly, future demand for our products could differ materially from our current expectations.

~~Customers’ inability to obtain financing to make purchases and/or maintain their business~~: Some of our customers require substantial financing in order to finance their business operations, including capital expenditures on new equipment and equipment upgrades, and make purchases from us. The potential inability of these customers to access the capital needed to finance purchases of our products and meet their payment obligations to us could adversely impact our business, operations, financial condition, and liquidity. While we monitor these situations carefully and attempt to take appropriate measures to protect ourselves, including factoring credit arrangements to financial institutions, it is possible that we may have to defer revenue until cash is collected or write-down or write-off uncollectible accounts. Such write-downs or write-offs, if large, could have a material adverse effect on our business, operations, financial condition, and liquidity. If our customers become insolvent due to market and economic conditions or otherwise, it could have a material adverse effect on our business, operations, financial condition and liquidity.

~~Negative impact from increased financial pressures on third-party dealers, distributors and retailers~~: We make sales in certain regions through third-party dealers, distributors and retailers. These third parties may be impacted, among other things, by a significant decrease in available credit. If credit pressures or other financial difficulties result in insolvency for these third parties and we are unable to successfully transition end customers to purchase our products from other third parties, or from us directly, it could adversely impact our business, operations, financial condition and liquidity.

~~Negative impact from increased financial pressures on key suppliers~~: Our ability to meet customers’ demands depends, in part, on our ability to obtain timely and adequate delivery of quality materials, parts and components from our suppliers. Certain of our components are available only from a single source or limited sources. If certain key suppliers were to become capacity

constrained or insolvent, it could result in a reduction or interruption in supplies or a significant increase in the price of supplies and adversely impact our financial condition and results of operations. In addition, credit constraints of key suppliers could result in accelerated payment of accounts payable by us, impacting our cash flow.

We may experience material adverse impacts on our business, operations, financial condition, and liquidity as a result of weak or recessionary economic or market conditions in the United States, Korea, Germany, or the rest of the world.

Due to the international nature of our business, political or economic changes or other factors in a specific country or region could harm our future revenue, costs and expenses and financial condition.

We currently have significant operations in India, Korea, and Vietnam, as well as sales and technical support teams in various locations around the world. We continue to consider opportunities to expand our international operations in the future. The successful management and expansion of our international operations requires significant human effort and the commitment of substantial financial resources. Further, our international operations may be subject to certain risks, disruptions and challenges that could materially harm our business, operations, financial condition, and liquidity, including:

In addition, some of our customer purchase agreements are governed by foreign laws and regulations, which may differ significantly from the laws and regulations of the United States. We may be limited in our ability to enforce our rights under these agreements and to collect damages, if awarded. Any of these factors could harm our existing international operations and business or impair our ability to continue expanding into international markets.

~~We conduct significant business in Korea, Japan, India, Vietnam, Europe, Middle East and Latin America, all of which subject us to foreign currency exchange rate risk.~~

We have in the past and may in the future undertake a hedging program to mitigate the impact of foreign currency exchange rate fluctuations. The use of such hedging activities may not offset any or more than a portion of the adverse financial effects of unfavorable movements in foreign currency exchange rates over the limited time the hedges are in place. Moreover, the use of hedging instruments may introduce additional risks if we are unable to structure effective hedges with such instruments, which could adversely affect our business, operations, financial condition, and liquidity. As such, our results of operations and our cash flows could be impacted by changes in foreign currency exchange rates.

Natural disasters, public health crises, political crises, and other catastrophic events or other events outside of our control may damage our facilities or the facilities of third parties on which we depend, and could materially impact our supply chain and the operations of our customers and suppliers.

Our global headquarters are located in Plano, Texas and subject to disruption from natural causes beyond our control, including physical risks from hurricanes, severe storms, floods, other natural disaster or power shortages or outages that could disrupt operations or impair critical systems. Any of these disruptions or other events outside of our control could affect our business negatively, harming our operating results. In addition, in the event any of our facilities or the facilities of our suppliers, contract manufacturers, third-party service providers, or customers, is affected by natural disasters, such as earthquakes, tsunamis, power shortages or outages, floods or monsoons, public health crises, such as pandemics and epidemics, including the ongoing COVID-19 pandemic to the extent not already occurring, political crises, such as terrorism, war, political instability or other conflict, or other events outside of our control, our business and operating results could suffer. Disasters occurring at our or our vendors’ facilities also could impact our reputation.

Any of the foregoing events may have the effect of disrupting our supply chain, which could harm our business, financial condition or results of operations. Illness, travel restrictions, absenteeism, or other workforce disruptions could negatively affect our supply chain, manufacturing, distribution, or other business processes. We may face additional production disruptions in the future, which may place constraints on our ability to produce products in a timely manner or may increase our costs.

The telecommunications networking business requires the application of complex revenue and expense recognition rules and the regulatory environment affecting generally accepted accounting principles is uncertain. Changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations and harm our business.

The nature of our business requires the application of complex revenue and expense recognition rules and the current regulatory environment affecting U.S. GAAP is uncertain. Significant changes in U.S. GAAP could affect our financial statements going forward and may cause adverse, unexpected financial reporting fluctuations and harm our operating results. U.S. GAAP is subject to interpretation by the Financial Accounting Standards Board, the Securities and Exchange Commission (SEC) and various bodies formed to promulgate and interpret appropriate accounting principles. In addition, we have in the past and may in the future need to significantly change our customer contracts, accounting systems and processes when we adopt future or proposed changes in accounting principles. The cost and effect of these changes may negatively impact our results of operations during the periods of transition.

~~Changes in government regulations related to our business could harm our operations, financial condition, and liquidity.~~

Our operations are subject to various laws and regulations, including those regulations promulgated by the Federal Communications Commission (“FCC”). The FCC has jurisdiction over the entire communications industry in the United States and, as a result, our existing and future products and our customers’ products are subject to FCC rules and regulations. Changes to current FCC rules and regulations and future FCC rules and regulations could negatively affect our business. Non-compliance with the FCC’s rules and regulations would expose us to potential enforcement actions, including monetary forfeitures, and could damage our reputation among potential customers.The uncertainty associated with future FCC decisions may cause network service providers to delay decisions regarding their capital expenditures for equipment for broadband services. In addition, international regulatory bodies establish standards that may govern our products in foreign markets. The SEC has adopted disclosure rules regarding the use of “conflict minerals” mined from the Democratic Republic of Congo and adjoining countries and procedures regarding a manufacturer’s efforts to prevent the sourcing of such conflict minerals. These rules may have the effect of reducing the pool of suppliers who can supply “conflict free” components and parts, and we may not be able to obtain “conflict free” products or supplies in sufficient quantities for our operations. Also, we may face reputational challenges with our customers, stockholders and other stakeholders if we are unable to sufficiently verify the origins for the conflict minerals used in our products. In addition, governments and regulators in many jurisdictions have implemented or are evaluating regulations relating to cyber security, privacy and data protection, which can affect the markets and requirements for networking and communications equipment. We are unable to predict the scope, pace or financial impact of government regulations and other policy changes that could be adopted in the future, any of which could negatively impact our operations and costs of doing business. Because of our smaller size, legislation or governmental regulations can significantly increase our costs and affect our competitive position. Changes to or future domestic and international regulatory requirements could result in postponements or cancellations of customer orders for our products and services, which could harm our business, operations, financial condition and liquidity. Further, we cannot be certain that we will be successful in obtaining or maintaining regulatory approvals that could, in the future, be required to operate our business.

~~Industry consolidation may lead to increased competition and could harm our operating results.~~

There has been a trend toward industry consolidation in the communications equipment market for several years. We expect this trend to continue as companies attempt to strengthen or hold their market positions in an evolving industry and as companies are acquired or are unable to continue operations. We believe that industry consolidation may result in stronger competitors that are better able to compete as sole-source vendors for customers. This could have a material adverse effect on our business, operations, financial condition, and liquidity. Furthermore, rapid consolidation could result in a decrease in the number of customers we serve. The loss of a major customer could have a material adverse effect on our business, operations, financial condition, and liquidity.

DNI owns a significant amount of our outstanding common stock and has the ability to exert significant influence or control over any matters that require stockholder approval, including the election of directors and the approval of certain transactions, and DNI’s interests may conflict with our interests and the interests of other stockholders.

As of June 30, 2020, DNI owned approximately 44.0% of the outstanding shares of our common stock, representing a significant amount of the votes entitled to be cast by the holders of our outstanding common stock at a stockholder meeting. Due to its significant ownership percentage of our common stock, DNI has the ability to substantially influence or control the outcome of any matter submitted for the vote of our stockholders, including the election of directors and the approval of certain transactions. The interests of DNI may conflict with the interests of our other stockholders or with holders of our indebtedness and may cause us to take actions that our other stockholders or holders of our indebtedness do not view as beneficial.

DNI’s large concentration of stock ownership may make it more difficult for a third party to acquire us or discourage a third party from seeking to acquire us. Any potential third-party acquirer would most likely need to negotiate any such transaction with DNI, and the interests of DNI with respect to such transaction may be different from the interests of our other stockholders or with holders of our indebtedness.

Additionally, two of the Company’s directors serve as executive officers of DNI – Min Woo Nam is the Chief Executive Officer and Chairman of the Board of Directors of DNI and Choon Yul Yoo is the Chief Operating Officer of DNI. Messrs. Nam and Yoo owe fiduciary duties to us and, in addition, have duties to DNI. As a result, these directors may face real or apparent conflicts of interest with respect to matters affecting both us and DNI.

Our amended and restated bylaws provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for substantially all disputes between us and our stockholders (except for causes of action arising under the federal securities laws), which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

~~Our amended and restated bylaws (the “Bylaws”) provide that the Court of Chancery of the State of Delaware is the sole and exclusive forum for:~~

These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers and other employees. The Supreme Court of the State of Delaware recently determined that the exclusive forum provision of federal district courts of the United States for resolving any complaint asserting a cause of action arising under the Securities Act is enforceable.

~~The limitation of liability and indemnification provisions could harm our stockholders’ investments and discourage them from suing our directors for breach of their fiduciary duties.~~

The limitation of liability and indemnification provisions in our Certificate of Incorporation, as restated, may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. A stockholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. There is no pending litigation or proceeding naming any of our directors or officers as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

There is a limited public market for our common stock. The average daily trading volume in our common stock during the 3 months ended June 30, 2020 was approximately 74,000 shares per day. We cannot provide assurances that a more active trading market will develop or be sustained. As a result of low trading volume in our common stock, the purchase or sale of a relatively small number of shares of our common stock could result in significant price fluctuations and it may be difficult for holders to sell their shares without depressing the market price of our common stock.

DNI, our largest stockholder, owned approximately 9.5 million shares of our common stock as of June 30, 2020 and has the right to require us to register, from time to time, the resale of those shares with the SEC. If DNI were to exercise its registration rights, its shares would become eligible for resale upon registration without restriction as to volume limitations. Our stock price could suffer a significant decline as a result of any sudden increase in the number of shares sold in the public market or market perception that the increased number of shares available for sale will exceed the demand for our common stock.

We do not expect to declare or pay dividends in the foreseeable future, as we anticipate that we will invest future earnings in the development and growth of our business. Therefore, holders of our common stock will not receive any return on their investment unless they sell their securities, and holders may be unable to sell their securities on favorable terms or at all.

~~Future issuances of additional equity securities could result in dilution of existing stockholders’ equity ownership.~~

We may determine from time to time to issue additional equity securities to raise additional capital, support growth, or, as we have in recent years, to make acquisitions. Further, we may issue stock options, grant restricted stock awards or other equity awards to retain, compensate and/or motivate our employees and directors. These issuances of our securities could dilute the voting and economic interests of existing stockholders.

The exhibits required to be filed with this quarterly report on Form 10-Q are listed in the Exhibit Index attached hereto and are incorporated herein by reference.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Delaware		22-3509099
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

5700 Tennyson Parkway, Suite 400 Plano, Texas		75024
(Address of principal executive offices)		(Zip code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common stock, $0.001 par value	DZSI	The Nasdaq Stock Market LLC

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	3
	Unaudited Condensed Consolidated Balance Sheets	3
	Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)	4
	Unaudited Condensed Consolidated Statements of Stockholders' Equity ~~and Non-Controlling Interest~~	5
	Unaudited Condensed Consolidated Statements of Cash Flows	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2522
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3530
Item 4.	Controls and Procedures	3530

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	36
~~Item 1A.~~	~~Risk Factors~~	3631
Item 5.	Other Information	5331
Item 6.	Exhibits	5331
	Signatures	5533

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019
Revenue by geography:
United States	$	8,848	$	9,753	$	16,484	$	19,331
Canada		2,315		965		3,114		1,888
Total North America		11,163		10,718		19,598		21,219
Latin America		3,698		5,971		5,939		12,556
Europe, Middle East, Africa		16,682		25,177		29,035		43,591
Korea		14,766		18,954		31,548		34,805
Other Asia Pacific		24,223		22,844		31,892		45,582
Total International		59,369		72,946		98,414		136,534
Total	$	70,532	$	83,664	$	118,012	$	157,753

	Contract Assets			Contract Liabilities
December 31, 2019	$	16,680		$	6,797
June 30, 2020		11,767			8,192
Increase (decrease)	$	(4,913	)	$	1,395

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

Purchase consideration
Retirement of Optelian debt	$	4,929
Payment to shareholders and option holders		664
Contingent payment to shareholders		1,897
Total purchase consideration	$	7,490

Provisional allocation of purchase consideration
Cash and cash equivalents	$	1,236
Accounts receivable - trade		460
Other receivables		153
Inventories		448
Prepaid expenses and other current assets		49
Property, plant and equipment		718
Intangible assets		3,630
Accounts payable - trade		(390	)
Contract liabilities		(169	)
Accrued and other liabilities		(123	)
Goodwill		1,478
Total purchase consideration	$	7,490

	Estimated		Estimated
	fair value		useful life
Intangible assets acquired
Developed technology	$	2,250	5 years
Customer relationships		500	5 years
In-process research and development		880	5 years
Total intangible assets	$	3,630

	June 30, 2020			December 31, 2019
Gross carrying amount	$	4,980		$	4,980
Less: accumulated impairment		(1,003	)		(1,003	)
Goodwill, net	$	3,977		$	3,977

	March 31, 2021
	Gross Carrying Amount		Accumulated Amortization			Net
Developed technology	$	5,477	$	(2,885	)	$	2,592
Customer relationships		5,740		(2,421	)		3,319
In-process research and development		880		(32	)		848
Total intangible assets, net	$	12,097	$	(5,338	)	$	6,759
	December 31, 2020
	Gross Carrying Amount		Accumulated Amortization			Net
Developed technology	$	3,060	$	(2,652	)	$	408
Customer relationships		5,240		(2,271	)		2,969
Total intangible assets, net	$	8,300	$	(4,923	)	$	3,377


Remainder of 2020	$	1,553
2021		2,901
2022		2,493
2023		2,493
2024		524
Thereafter		874
Total	$	10,838

Weighted average remaining life:
Developed technology	3.1 years
Customer relationships	5.0 years
Trade name	3.5 years

Remainder of 2021	$	1,218
2022		1,283
2023		1,283
2024		1,283
2025		1,283
Thereafter		409
Total	$	6,759

Year ended December 31, 2020	$	20,815
2021		8,329
2022		27,705
2023		—
2024		—
Thereafter		—
Total	$	56,849

	Six Months Ended June 30,
	2019
Beginning non-controlling interests	$	615
Net income attributable to non-controlling interests		157
Foreign currency translation adjustments (OCI)		22
Ending non-controlling interests	$	794

	March 31,
	2021
Balance at the beginning of the quarter	$	—
Restructuring charges for the year		3,544
Cash payments		—
Foreign exchange impact		(56	)
Balance at the end of the quarter	$	3,488

Guarantor	Amount Guaranteed (in thousands)		Description of Obligations Guaranteed
DNI	$	8,400	Credit facility with Industrial Bank of Korea
DNI		6,000	Credit facility with NongHyup Bank
DNI		8,400	Credit facility with Korea Development Bank
DNI		2,206	Payment guarantee to Industrial Bank of Korea
DNI		3,000	Payment guarantee to Shinhan Bank
	$	28,006

		Six Months Ended June 30, 2020
Counterparty	DNI ownership interest	Sales		Cost of revenue		Manufacturing (cost of revenue)*		Research and product development		Selling, marketing, general and administrative		Interest expense		Other expenses
DNI	N/A	$	1,525	$	1,305	$	—	$	—	$	1,141	$	439	$	170
DASAN Ventures	33%		—		—		20		81		55		—		—
		$	1,525	$	1,305	$	20	$	81	$	1,196	$	439	$	170
				��
		Six Months Ended June 30, 2019
Counterparty	DNI ownership interest	Sales		Cost of revenue		Manufacturing (cost of revenue)*		Research and product development		Selling, marketing, general and administrative		Interest expense		Other expenses
DNI	N/A	$	1,596	$	1,156	$	—	$	—	$	2,018	$	245	$	171
Tomato Soft Ltd.	100%		—		—		59		—		—		—		—
Tomato Soft (Xi'an) Ltd.	100%		—		—		—		255		—		—		—
Chasan Networks Co., Ltd.	100%		—		—		558		39		—		—		161
J-Mobile Corporation	90.47%		42		81		—		—		—		—		—
		$	1,638	$	1,237	$	617	$	294	$	2,018	$	245	$	332

		As of December 31, 2019
Counterparty	DNI ownership interest	Account receivables		Other receivables		Deposits for lease*		Loan Payable		Accounts payable		Other payables		Accrued and other liabilities
DNI	N/A	$	—	$	32	$	709	$	9,096	$	—	$	1,475	$	119
Tomato Soft Ltd.	100%		—		—		—		—		—		10		—
Tomato Soft (Xi'an), Ltd	100%		—		—		—		—		—		45		—
Chasan Networks Co., Ltd.	100%		—		—		—		—		96		—		—
		$	—	$	32	$	709	$	9,096	$	96	$	1,530	$	119

	March 31, 2021		March 31, 2020
Outstanding stock options		2,216		1,896
Unvested restricted stock units		744		58

	June 30, 2020			December 31, 2019
Weighted average remaining lease term	2.3 years			2.2 years
Weighted average discount rate		5.5	%		4.8	%

	March 31, 2021			December 31, 2020
Lease Assets and Liabilities
Assets:
Right-of-use assets from operating leases	$	14,535		$	18,483

Liabilities:
Operating lease liabilities - current	$	4,435		$	4,494
Operating lease liabilities - non-current		16,154			15,959
Total operating lease liabilities	$	20,589		$	20,453

	March 31, 2021			December 31, 2020
Weighted average remaining lease term	4.7 years			4.6 years
Weighted average discount rate		5.7	%		5.7	%

			Payments due by period
	Total		2020		2021		2022		2023		2024		Thereafter
Operating lease payments	$	24,706	$	2,674	$	5,200	$	4,771	$	4,339	$	3,895	$	3,827
Short-term debt		29,144		20,815		8,329		—		—		—		—
Purchase commitments		4,518		4,518		—		—		—		—		—
Long-term debt - related party		27,705		—		—		27,705		—		—		—
Total future contractual commitments	$	86,073	$	28,007	$	13,529	$	32,476	$	4,339	$	3,895	$	3,827

Exhibit Number		Description

~~2.1~~3.1		~~Share Transfer Agreement dated as~~Restated Certificate of ~~July 31, 2019 by and between Handysoft, Inc. and~~Incorporation of DASAN Zhone Solutions, Inc. (incorporated by reference to Exhibit ~~2.1~~3.1 to the Company’s Annual Report on Form 10-K filed with the SEC on September 27, 2017).

3.2		Certificate of Amendment to the Restated Certificate of Incorporation of DZS Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on August ~~5, 2019)~~27, 2020).

~~10.1+~~3.3		~~Employment Agreement, dated as~~Amended and Restated Bylaws of ~~June 18, 2020, by and between Dasan Zhone Solutions,~~DZS Inc. ~~and Philip John Yim~~ (incorporated by reference to Exhibit ~~10.1~~3.2 to the Company’s ~~Current~~Annual Report on Form ~~8 K~~10-K filed with the SEC on ~~June 19, 2020)~~March 11, 2021).

31.1*		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a)

31.2*		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)

32.1*		Section 1350 Certification of Chief Executive Officer and Chief Financial Officer

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*		Filed herewith.
+		Indicates management contract or compensatory plan, contract or arrangement.

	~~DASAN ZHONE SOLUTIONS,~~DZS INC.

Date: ~~August~~May 10, ~~2020~~2021
	By:	/s/ ~~CHARLES DANIEL VOGT~~Charles Daniel Vogt
	Name:	Charles Daniel Vogt
	Title:	President and Chief Executive Officer

	By:	/s/ ~~THOMAS~~Thomas J. ~~CANCRO~~Cancro
	Name:	Thomas J. Cancro
	Title:	Chief Financial Officer ~~and Treasurer~~
		(Principal Financial and
		Accounting Officer)