DZS Investor Presentation - June 2021

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DZS Investor Presentation - June 2021
DZS Investor Presentation
                                            June 2021

© 2021 DZS – Proprietary and Confidential               © 2021 DZS – Proprietary and Confidential
DZS Investor Presentation - June 2021
Safe Harbor and Forward-Looking Statements

    This presentation contains forward-looking statements regarding future events and our future results that are subject to the safe harbors
    created under the Private Securities Litigation Reform Act of 1995. These statements reflect the beliefs and assumptions of the
    Company’s management as of the date hereof. 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 are intended to identify forward-looking statements. In addition, statements that refer to projections or estimates of
    earnings, revenue, operating expenses, gross profit, costs or other financial items (including non-GAAP measures) in prior or future
    periods are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are
    subject to risks, uncertainties and assumptions that are difficult to predict. The Company’s actual results could differ materially and
    adversely from those expressed in or contemplated by the forward-looking statements. In addition to factors discussed herein, factors that
    could cause actual results to differ include, but are not limited to, those risk factors contained in the Company’s SEC filings available
    at www.sec.gov, including without limitation, the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q and subsequent
    filings. In addition, additional or unforeseen affects from the COVID-19 pandemic and the global economic climate may give rise to or
    amplify many of these risks. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as
    of the date on which they are made. The Company undertakes no obligation to update or revise any forward-looking statements for any
    reason.

    This presentation includes financial measures that are not in accordance with generally accepted accounting principles (“GAAP”), such as
    Adjusted EBITDA, which the Company believes is appropriate to provide meaningful comparison with, and to enhance an overall
    understanding of the Company’s past financial performance and prospects for the future. The Company believes these non-GAAP
    financial measures provide useful information to both management and investors to evaluate operations and operating performance and
    are widely used in the telecommunications and manufacturing industries. Other companies in the telecommunications and manufacturing
    industries may calculate these metrics differently than the Company does. The presentation of this additional information is not meant to
    be considered in isolation or as a substitute for measures of financial performance prepared in accordance with GAAP. Please see the
    accompanying table at the end of this presentation for reconciliations of those measures to comparable GAAP measures.

    This presentation shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there by any sale of the securities in any
    jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration, qualification, or exemption under the securities
    laws of any such jurisdiction.

© 2021 DZS – Proprietary and Confidential                                                                                                                  2
DZS Investor Presentation - June 2021
Introducing DZS (DZSI:Nasdaq)

                  A global leader in the development of innovative packet-based Mobile Transport, Broadband
                  Connectivity and Cloud-Native Software Defined Networking solutions

    Mobile Transport and Broadband Connectivity Pure-Play:
         • ~750 active Tier I and alternate service provider customers
         • Favorable secular and geo-political tailwinds
         • ~$15B total addressable market in 2020 grows to $24B in 2024
             (9.3% CAGR)

                                                                              Business & Technology Transformation Yielding Compelling Results:
                                                                                    • Visionary CEO with a 30-year proven track record, delivering standard-
                                                                                        setting innovation, exponential growth and financial results
                                                                                    •   New management team representing three consecutive quarters of
                                                                                        Record Orders, Backlog, Revenue and Margin Expansion
                                                                                    •   Two recent technology acquisitions (mobile transport, software defined
                                                                                        networking/automation) – Potential for significant future upside via
                                                                                        amplified expansion playbook and operational streamlining
                                                                                    •   Recent follow-on equity raise of $64M in gross proceeds
                                *2021 revenues reflect the midpoint of guidance as of May 3, 2021
© 2021 DZS – Proprietary and Confidential                                                                                                                        3
DZS Investor Presentation - June 2021
Delivering Transformational Shareholder Value

                                                                                                                                                      Q1 2021:
                                                                                                                                                      24 New
                                                                                                                                      Q1 2021:        Customers
                                                                                                                                      Record Growth
                                                                                                                                      North America
                                                                                                                      Q1 2021:        (138% YoY)
                                                                                                                      Record Orders   EMEA
                                                                                                                      & Backlog       (60% YoY)
                                                                                                      Acquired RIFT
                                                                                                      Software                        Mobile Growth
                                                                                        Acquired      Automation                      (635% YoY)
                                                                                        Optelian      Innovator
                                                                        Surpassed       Transport /
                                                                        1.5M Mobile     xHaul
                                                          $64M Equity   Port Shipment   Innovator
                                                          Raise         Milestone
                                                          Zero Debt
                                            Q3/Q4 2020:
                                            Record
                                            Consecutive
                        New Sales
                                            Quarter
                        Team
     New                                    Revenue
     Management
     Team

© 2021 DZS – Proprietary and Confidential                                                                                                                         4
DZS Investor Presentation - June 2021
Experienced and Trusted Leadership Team

              Tom Cancro                    Jay Hilbert              Bill Ko              Geoff Burke               Laura Larsen-
              Chief Financial Officer       EVP AEMEA Sales          EVP Asia Sales       Chief Marketing Officer   Misunas
                                                                                                                    Chief People Officer

             Michael Martin                                                                                         Justin Ferguson
             Global Operations Officer                                                                              Chief Legal Officer

                                                                     Charlie Vogt
                                                                     President & CEO

             Keith Nauman                                                                                           Darrin Whitney
             SVP Services                                                                                           Chief Information Officer

             Andrew Bender                   Daniel Won              Miguel Alonso        Doron Paz                 Noel Charath
             Chief Technology Officer        Chief Product Officer   VP of Product Line   VP of Research &          SVP Cloud Services
                                                                     Management           Development

© 2021 DZS – Proprietary and Confidential                                                                                                  5
DZS Investor Presentation - June 2021
Supplier to Many of World’s Leading Service Providers

                                            Market Leader in Next   Regional Leader in                                     Software Defined
    5G           O-RAN Innovator
                 Mobile xHaul               Generation 10Gig        Broadband Connectivity
                                                                    and 5G Mobile transport to
                                                                                                                           Networking and
                                                                                                                           Automation Disruptor
                                            PON (XGS / 10GE)
                                                                    South Korea and Japan

                                                                    *Source: Omdia (Fiber and Copper Access Equipment: Revenue 4Q20 2017-Present), Results
                                                                      are not an endorsement of DZS. Any reliance on these results is at the third-party’s own risk

© 2021 DZS – Proprietary and Confidential                                                                                                                             6
DZS Investor Presentation - June 2021
~750 Active Customers Globally

© 2021 DZS – Proprietary and Confidential   7
DZS Investor Presentation - June 2021
Cyclical Trends Driving DZS Growth Pillars

                                                                        DSL BPON GPON
                                                                                         ps+
                                               5G            Next Gen
    1G         2G        3G        4G                                   Kbps Mbps Gbps
                                            Open RAN         Upgrade
                                                                  B
                                                                Cycle

                                                              Open &
                                                            Software
                                            Geo-Political
                                                             Defined
                                                            Networks

© 2021 DZS – Proprietary and Confidential                                                      8
DZS Investor Presentation - June 2021
5G Requires Mobile Transport Solutions

                                                         Business Drivers                   Market Size
                                                          ▪   4G to 5G Upgrade Cycle
                                                                                            ▪    $7.1B Revenue forecast for
                                                          ▪   Rapid adoption of Open RAN         Mobile Backhaul Equipment
                                                          ▪   O-RAN Validation from                            +
                                                                                                 (Omdia) up 28% vs. FY2020

                                               5G
                                                              Rakuten Mobile (4M+ subs)
                                                              Wireline                      ▪              psforecast for
                                                                                                 $1.1B Revenue
                                                          ▪   Leadership in 5G Fronthaul,        Mobile Fronthaul Equipment
                                                              Spend
                                                              Mid-haul and Backhaul              (Omdia) up 116% vs. FY2020
                                            Open RAN           Cycle
                                                              Technology
                                                                                            ▪    Fronthaul drives ~40%
                                                                                                 increase in backhaul TAM

                                                         DZS Recent Results                     5G Mobile Network
                                                        Open    &
                                                        ▪ 635% YoY Revenue Growth               Diagram
                                                       Software
                                                        ▪ 1.5M Mobile xHaul ports shipped
                                                        Defined
                                                        ▪ Major Customers Include:
                                                       Networks

© 2021 DZS – Proprietary and Confidential                                                                                     9
DZS Investor Presentation - June 2021
Open and Software Defined = New Age of O-RAN

     Open RAN market is rapidly accelerating, growing
     600%+ over next 4 years and becoming significant
     part of mobile market                                                                                  ▪ The world’s first commercial O-RAN deployment
                                                                                                            ▪ 4M subscribers in Japan             +
                                                                                          Wireless             Wireline                         ps
                                                                                           Spend            ▪ Rakuten
                                                                                                                Spend Communications Platform (RCP) has 15
                                                                                           Cycle                Cycle global partners
                                                                                                              confirmed

                                                                                                                Open &
                                                                                        Geo-Political          Software
                                                                                         Influences             Defined
                                                                                                               Networks

           Source: Omdia, Mobile Infrastructure Market Tracker 3Q20 Analysis, December 2020. Results
           are not an endorsement of DZS. Any reliance on these results is at the third-party’s own risk.

© 2021 DZS – Proprietary and Confidential                                                                                                                     10
Broadband Undergoing Historic Upgrade Cycle

      Business Drivers                       Market Size
      ▪    Symmetrical Broadband Services
                                             ▪   $12.3B Revenue forecast for
      ▪    10-25Gbps Upgrade Cycle               Broadband Access
      ▪                                          Equipment (Omdia) up 50%
           ~$120B of Broadband Initiatives
                                                 vs. FY2020                                                                                                                   +
      ▪    Hybrid Work From Home
                                             ▪                  Wireless
                                                 $8.7B SAM (Excluding
                                                                                                                                                                            ps
      ▪    FiberLAN (Enterprise)                                                     Broadband
                                                                 Spend
                                                 China), forecast up 56% vs.
                                                                                     Connectivity
      ▪    Reoccurring SDN/Automation            FY2020
           Software License Model                                Cycle
      ▪    Reoccurring SLA Model

      DZS Results                            FTTx Network Diagram
                                                                                       Open &
  ▪       30% YoY Revenue Growth in
          Broadband Connectivity Segment                       Geo-Political          Software
                                                                                                                                                                              30%
          (72% of Overall Revenue)
                                                                Influences             Defined
  ▪       24 New Customers
                                                                                      Networks

                                                                               Source: Omdia, Fiber and Copper Access Equipment Forecast, February 2021. Results are
                                                                               not an endorsement of DZS. Any reliance on these results is at the third-party’s own risk.
© 2021 DZS – Proprietary and Confidential                                                                                                                                           11
Security Environment creating Investment Cycle

  ▪ Chinese suppliers represent ~63% of                        ▪ U.S, Japan, Australia, UK, and India are
    global market, representing a generational                   among over a dozen countries that have
    opportunity for cap & grow, replacement                      banned China suppliers with many other
    and future expansion                                         countries evaluating
  ▪ Banned countries represent nearlyWireless
                                       50% of                   Wireline                                                  +
                                       Spend
    global communications equipment spend                       Spend                                                   ps
                                                       Cycle     Cycle

                                            Security            Open &
                                             Bans              Software
                                                                Defined
                                                               Networks

                                                                    Source: New Statesman (NS Tech) and DZS Analysis.

© 2021 DZS – Proprietary and Confidential                                                                                     12
North America & EMEA Take-Share Opportunity

   Business Drivers                         Market Size
   ▪       FTTx 10G+ Upgrade Cycle          $12.3B Revenue forecast for                                                                                     North America
                                            Broadband Access Equipment by
   ▪       Phase I $9.2B RDOF awarded
                                            FY2024 (Omdia):
                                                                                                                                                            and EMEA
           – orders expected during 2H’21
                                                               +                                                                                                  +
                                                                                                                                                            represent 2 of the
   ▪       $100B Biden Broadband
           Internet Infrastructure Bill
                                            NA/EMEA: 43% growth to $5.6B
                                                           psWireless                                                                                          ps fastest
                                                                                                                                                            world’s
                                            $7.1B Revenue forecast for Mobile     Wireline                                                                  growing PON
   ▪       European countries undergoing    Backhaul/Fronthaul Equipment                                                                                    markets
           cycle from copper to fiber       (Omdia)
                                                               Spend              Spend
   ▪       7-10 year 5G Upgrade Cycle,
                                                                Cycle              Cycle
                                            NA/EMEA: 25% growth to $3.2B
           O-RAN creating opportunity

                                                                                Source: Omdia, Fiber and Copper Access Equipment Forecast, February 2021. Results are
                                                                                not an endorsement of DZS. Any reliance on these results is at the third-party’s own risk.
       DZS Results                          AEMEA Customers
                                             Open &
       ▪    Americas delivered 11%
            sequential and 72% YoY          Software                                      North
            revenue growth in Q1’21
                                                     Geo-Political
                                             Defined                                    America &
                                                      Influences
       ▪    Americas represented 24.9%      Networks                                      EMEA
            of Q1’21 Revenue
                                                                                        Take-Share
       ▪    EMEA delivered 58% YoY
            revenue growth in Q1’21

       ▪    EMEA represented 22.1% of
            Q1’21 Revenue

© 2021 DZS – Proprietary and Confidential                                                                                                                                        13
An Emerging Wireless/Wireline Technology Race

  ▪ 5G and Fixed                                                               ▪ 5G Densification
    Fiber solutions                                                              requires Fiber-
    will compete for                                                             based Mobile+
    residential and                                                              Transport solutions
    business users                          Wireless
                                                  5G Spend    Wireline Spend
                                                                Broadband
                                                                                 to deliver competitive
                                                                                 broadband-speed
  ▪ Competition for                            Open RAN
                                                 Cycle         Connectivity
                                                                  Cycle
                                                                                 wireless services
    subscribers
    among non-                                                                 ▪ Wireline equipment
    traditional                                                                  TAM expands as
    competitors will                                                             service providers
    increase                                                       North         extend their fiber
    infrastructure                                               America &       network for 5G
                                              Geo-Political
                                                                  EMEA
    demand                                                                       services

© 2021 DZS – Proprietary and Confidential                                                                 14
Vision, Transformation and Execution Yielding Results

                                                                                                                                             Enhanced Mobile
           New Executive
                                                  Expanded                  Executed Equity                 Rationalized                      Transport and
           Management
                                                Customer Base                  Offering                   Product Portfolio                  Software Product
              Team
                                                                                                                                                 Portfolios

       ▪    Upgraded 60 positions           ▪    12 of top 25 fixed &   ▪   $64M follow-on offering   ▪   Realigned/Accelerated R&D      ▪    Acquired Optelian (Mobile
       ▪    New management                       mobile carriers        ▪   Strengthened balance      ▪   Launch new global portfolios        Transport)
            pedigree                        ▪    24 new customers           sheet, no debt - Q221
                                                 including:
                                                                                                                                         ▪    Acquired RIFT (SDN
                                                                                                                                              Orchestration & Control)

© 2021 DZS – Proprietary and Confidential                                                                                                                                 15
Leading with Innovation

                                               Automation
                                                                   5G Slicing
                                                 Service
                                                                    Analytics
                                             Orchestration
                                                                     AI / ML
                                            Life Cycle Mgmt

                                               5G Mobile
                                                                Enhanced O-RAN
                                                xHaul
                                                                100G/200G/400G
                                                 100G

                                             Access Nodes            Cloud
                                            Switching/Routing    Disaggregation

                                                Wi-Fi 6           5G mmWave
                                               ONT/ONU           Fixed Wireless

                                                                                  16
© 2021 DZS – Proprietary and Confidential
Mobile Transport & Broadband Connectivity “Pure Play”

                                       A powerful platform for end-to-end intelligence for software and network orchestration
                                      and automation, advanced data analytics and service management that reduces OPEX

                                      Innovative and agile 5G Transport solutions                10G - 400G ZR+ outside plant / network edge
                                      enabling more capacity, coverage and QoS                        hardened optical transport system

                                          Market first 10G PON FTTx solutions                    PoLAN solutions delivering security, reliability, cost
                                      delivering ultra-high speed Internet services               and space savings for Fiber-based enterprises

                                             Delivering Fiber as a Utility – High-speed internet service, always-on, service assurance and
                                            advanced WiFi service, whole home coverage and QOS prioritization of data and video content
                                               Enterprise ONTs             GPON ONTs               XGS PON ONTs           Fixed Wireless

© 2021 DZS – Proprietary and Confidential                                                                                                                 17
Broadband Connectivity (FTTx)

                                                                   Broadband                                                  Connected
                                                                   ACCESS                                                     PREMISES
                                                      Building
                                                     Aggregation                                                              Wi-Fi 6 CPE
                                                                                              G.Fast / VDSL2
                                                                                                 (>100M)

                                                                                                            Neighborhood
                                                                      Access Ring(s)                       xPON (1 – 10G+)
                                                                       n x 10-100G                                                          Mesh Wi-Fi
                                                                                                                       XGS-PON ONT
                                 Core                                                  CO / Remote
         Internet                           = Addressed by DZS
                                Network                                                    OLT

© 2021 DZS – Proprietary and Confidential                                                                                                                18
Mobile Transport (5G / O-RAN)

                                                                                       MOBILE
                                                                                       Transport

                                            Software Defined / Virtual Network Functions

                                                      Physical Network Functions                                                                              Connected
                                                                                                                                       CPRI
Converged Fixed and Mobile

                                                                    Building                                     G.Fast / VDSL2
                                                                   Aggregation                                      (>100M)                     Wi-Fi 6 CPE

                                                                                                                            Neighborhood
                                                                                                                           xPON (1 – 10G+)
                                                                                     Access Ring(s)
                                                                                      n x 10-100G
                                                                                                                                       XGSPON ONT
                                                                                                           CO /
                                                                                                          Remote
                                      nx                                                                   OLT                                  Mesh Wi-Fi
                                   100-200G
                                               Core            Backhaul Cell Site                                       CPRI       Existing
                        Internet                               Transport Router
                                              Network
Why Customers Partner with DZS

                                            Innovation      5G Ready

                                                             Aligned   ▪   Innovation / First to Market
                                             Customer
                                                            Business   ▪   Fixed & Mobile Portfolio
                                            Relationships              ▪   Global Footprint
                                                             Models
                                                                       ▪   Trusted Relationships
                                                                       ▪   Strategic Channel Partners
                                                                       ▪   Future ready - Software-Defined
                                                                           Networking, Orchestration &
                                                                           Automation

© 2021 DZS – Proprietary and Confidential                                                                    21
Financial Overview

© 2021 DZS––Proprietary
  2021 DZS   Proprietaryand
                         andConfidential
                             Confidential
Q1’21 Financial Overview

                                 Revenue                                                               Adjusted EBITDA(1,2)                    Adjusted EPS(1,2)

      $90                                                                               $5.0                                         $0.15
                                                         $81.0                                                                                                     $0.10
                                                                                        $4.0                                 $3.6
      $80                                                                                                                            $0.10
                                                                                        $3.0
      $70                                                                                                                            $0.05
                                                                                        $2.0
      $60                                                                                                                            $0.00
                                                                                        $1.0
      $50                 $47.5                                                                                                                 Q1'20              Q1'21
                                                                                        $0.0                                         ($0.05)
      $40                                                                                                   Q1'20            Q1'21
                                                                                       ($1.0)                                        ($0.10)
      $30                                                                              ($2.0)
                                                                                                                                     ($0.15)
      $20                                                                              ($3.0)
                                                                                                                                     ($0.20)
      $10                                                                              ($4.0)
                                                                                       ($5.0)                                        ($0.25)
        $0                                                                                                  ($4.8)                             ($0.25)
                          Q1'20                         Q1'21                          ($6.0)                                        ($0.30)

    Note: $ in millions, except per share data
    (1) Refer to “Q1 2021 Shareholder Report dated May 3, 2021” as an exhibit to the 8-K filed with the SEC on May 3, 2021
    (2) Refer to “GAAP to Adjusted (non-GAAP) reconciliations in the Appendix”

© 2021 DZS – Proprietary and Confidential                                                                                                                                  23
Record Revenue Results

© 2021 DZS – Proprietary and Confidential   24
Revenue by Customer Segment & Geography

© 2021 DZS – Proprietary and Confidential     25
Margin Expansion Initiatives

                                                                                                                 47.0%

                                                                     35.0%
                                             32.9%

                                            2020 Adj.   Geographic   Q1'21   Operational Services   Software   2021+ Adj.
                                              Gross        Mix                Synergies Expansion                Gross
                                             Margin                                                             Margin

© 2021 DZS – Proprietary and Confidential                                                                                   26
Balance Sheet Highlights

                                                  March 31,       June 30,      September 30,    December 31,      March 31,
   ($ in millions)                                  2020            2020             2020            2020            2021
   Cash, cash equivalents and restricted cash   $        35.7   $        47.2   $         40.4   $        54.4   $        63.7
   Debt                                         $        39.7   $        56.8   $         51.5   $        43.5   $         1.8
   DSO                                                    169             129              105             105              98
   Inventory                                    $        39.9   $        48.2   $         43.9   $        39.6   $        41.1
   Inventory Turns                                       3.2x            4.2x             5.6x            5.6x            5.1x

© 2021 DZS – Proprietary and Confidential                                                                                        27
Q2 and Full Year 2021 Guidance

                                                                                                                             Q2 2021                                   Full Year 2021
                                                                                                                   Low                        High                   Low           High
                                                                                                                                                     ($ in millions)
                                       Net revenue                                                            $          76.0           $           81.0        $      320.0          $       340.0
                                       Adjusted Gross margin %(1)                                                      32.5%                        34.0%              34.0%                  35.5%
                                       Adjusted Operating expenses(1)                                                     26.5                       25.5                104.5                 100.5
                                                                     (1)
                                       Adjusted EBITDA                                                                    (3.0)                       2.0                   2.0                  20.0
                                                                                                                                                       *Reflects the Company’s guidance as of May 3, 2021

Source: Company filings
(1) Item represents a non-GAAP financial measure; see reconciliation to the comparable GAAP measure in the appendix section of this presentation.

© 2021 DZS – Proprietary and Confidential                                                                                                                                                                   28
DZS (NASDAQ: DZSI)

                                              Mobile Transport and Broadband Access Pure Play: 20 million products in service globally. Incumbency with 12 of the
                                              largest Mobile and Broadband Access Service Providers in the world; amplifying expansion playbook in Americas and EMEA

                                               ~$97B TAM: Favorably positioned for 5G and work-from-home Broadband Access trends – first to market with 5G Open-RAN
                                               Mobile Transport (Rakuten Mobile Network) and 10 Gigabit PON (many networks around the world)

                                                Multi Faceted Secular and Geopolitical Tailwinds: 4G/5G Mobile Transport, U.S. Rural Digital Opportunity Fund
                                                ($20.4B), Secured & Trusted Communications Networks Act ($1.9B) and China Supplier Bans ($Billions)

                                                Revenue and Margin Expansion: Broadband Connectivity and Mobile Transport upgrade cycle combined with a near
                                                term focus to capture market-share to drive double-digit annual revenue growth while streamlining operations to drive
                                                margin expansion

                                            World Class Management Team: Newly formed Management team with disruptive technology heritage and global customer
                                            relationships. In addition, ~60 “top-graded” R&D, PLM, supply chain & sales team members and two new Board Members

© 2021 DZS – Proprietary and Confidential                                                                                                                               29
Appendix

© 2021 DZS––Proprietary
  2021 DZS   Proprietaryand
                         andConfidential
                             Confidential
Reconciliation of GAAP to Adjusted (Non-GAAP) Results –
     Three Months Ended March 31, 2021 and 2020
                                                                                                 Three Months Ended March 31, 2021
                                                                                                                                                                  Net Income
                                                                                                   Operating            Operating         Net Income              (Loss) per
                                                          Cost of Revenue      Gross Profit        Expenses           Income (Loss)         (Loss)               Diluted Share
                     GAAP amount                          $        52,936    $        28,095     $      51,192       $       (23,097)   $       (23,225)        $          (0.92)
                     Adjustments to GAAP amounts:
                        Depreciation and amortization               (209)                  209             (1,056)             1,265                1,265                   0.05
                        Stock-based compensation                     (42)                   42             (1,310)             1,352                1,352                   0.05
                        Loss on debt extinguishment                    -                     -                  -                  -                    -                      -
                        Headquarters relocation                        -                     -             (1,920)             1,920                1,920                      0
                        Executive transition                           -                     -                (71)                71                   71                      -
                        Restructuring and other charges                -                     -             (6,252)             6,252                6,252                   0.25
                        Acquisition costs                              -                     -               (643)               643                  643                   0.03
                        Bad debt expense                               -                     -            (14,206)            14,206               14,206                   0.56
                      Adjusted (Non-GAAP) amount          $       52,685     $          28,346   $         25,734    $         2,612    $           2,484       $           0.10

                                                                                                 Three Months Ended March 31, 2020
                                                                                                                                                             Net Income
                                                                                                     Operating         Operating            Net Income       (Loss) per
                                                          Cost of Revenue        Gross Profit        Expenses        Income (Loss)            (Loss)        Diluted Share
                       GAAP amount                         $       31,485    $          15,995   $        23,589     $       (7,594)    $         (8,771)   $            (0.41)
                       Adjustments to GAAP amounts:
                          Depreciation and amortization              (472)                 472              (784)             1,256                1,256                  0.06
                          Stock-based compensation                     (9)                   9              (773)               782                  782                  0.04
                          Loss on debt extinguishment                   -                    -                 -                  -                1,369                  0.06
                        Adjusted (Non-GAAP) amount         $       31,004    $          16,476   $        22,032     $       (5,556)    $         (5,364)   $            (0.25)

Note: $ in 000’s, except per share data
Source: Company filings
                                                                                                                                                                                    6
© 2021 DZS – Proprietary and Confidential                                                                                                                                               31
Reconciliation of GAAP to Adjusted (Non-GAAP) Results –
     Twelve Months Ended December 31, 2020 and 2019
                                                                                                       Twelve Months Ended December 31, 2020
                                                                                                                                                                      Net Income
                                                                                                                                                 Net Income            (Loss) per
                                                                                                                                                     (Loss)          Diluted Share
                                                                                                           Operating           Operating        Attributable to      Attributable to
                                                                  Cost of Revenue      Gross Profit        Expenses          Income (Loss)         DZS Inc.             DZS Inc.
                              GAAP amount                         $        203,761   $        96,879     $     109,404      $       (12,525)   $         (23,082)   $           (1.07)
                              Adjustments to GAAP amounts:
                                 Depreciation and amortization             (1,842)            1,842               (3,301)             5,143               5,143                 0.24
                                 Stock-based compensation                     (86)               86               (4,527)             4,613               4,613                 0.21
                                 Loss on debt extinguishment                    -                 -                    -                  -               1,369                 0.06
                                 Headquarters relocation                        -                 -                  (61)                61                  61                 0.00
                                 Executive transition                           -                 -               (2,047)             2,047               2,047                 0.09
                                 Intangibles impairment                         -                 -               (6,472)             6,472               6,472                 0.30
                                 Bad debt expenses                              -                 -               (3,119)             3,119               3,119                 0.14
                              Adjusted (Non-GAAP) amount          $       201,833    $       98,807      $       89,877     $         8,930    $           (258)    $          (0.01)

                                                                                                       Twelve Months Ended December 31, 2019
                                                                                                                                                                      Net Income
                                                                                                                                                 Net Income            (Loss) per
                                                                                                                                                     (Loss)          Diluted Share
                                                                                                           Operating           Operating        Attributable to      Attributable to
                                                                  Cost of Revenue      Gross Profit        Expenses          Income (Loss)         DZS Inc.             DZS Inc.
                              GAAP amount                         $        206,771   $       100,111     $     107,140      $        (7,029)   $         (13,457)   $           (0.69)
                              Adjustments to GAAP amounts:
                                 Depreciation and amortization             (2,012)            2,012               (3,103)             5,115               5,115                 0.26
                                 Stock-based compensation                     (41)               41               (3,467)             3,508               3,508                 0.18
                                 Merger and acquisition costs                   -                 -                 (337)               337                 337                 0.02
                                 Inventory step-up amortization              (577)              577                    -                577                 577                 0.03
                                 Restructuring cost                             -                 -               (4,908)             4,908               4,908                 0.25
                                 Goodwill impairment                            -                 -               (1,003)             1,003               1,003                 0.05
                              Adjusted (Non-GAAP) amount          $       204,141    $      102,741      $       94,322     $         8,419    $          1,991     $           0.10

Note: $ in 000’s, except per share data
Source: Company filings
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Reconciliation of Net Income to Adjusted EBITDA

                                                                                                                  For the Quarters Ended
                                                                                                        March 31,      December 31,      March 31,
                                                                                                          2021             2020            2020
                                            Reconciliation of net income (loss) to Adjusted EBITDA:
                                                Net income (loss)                                   $       (23,225)   $    (14,040)   $      (8,771)
                                                Interest expense, net                                           207             553              573
                                                Income tax (benefit) provision                                  893           1,049               (5)
                                                Depreciation and amortization                                 1,265           1,208            1,256
                                                      EBITDA                                        $       (20,860)   $    (11,230)   $      (6,947)
                                                Stock-based compensation                                      1,352           1,303              782
                                                Acquisition costs                                               643               -                -
                                                Loss on debt extinguishment                                       -               -            1,369
                                                Headquarters relocation                                       1,920              26                -
                                                Executive transition                                             71             664                -
                                                Intangibles impairment                                            -           6,472                -
                                                Bad debt expense                                             14,206           3,119                -
                                                Restructuring and other charges                               6,252               -                -
                                                      Adjusted EBITDA                               $         3,584    $        354    $      (4,796)

Note: $ in 000’s
Source: Company filings
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Reconciliation of Net Income to Adjusted EBITDA

                                                                                DZS INC. AND SUBSIDIARIES
                                                        Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)
                                                                          ($ in thousands, except per share data)

                                                                                            For the Quarters Ended                For the Twelve Months Ended
                                                                                 December 31,    September 30,   December 31,    December 31,     December 31,
                                                                                     2020             2020           2019             2020            2019
                          Reconciliation of net income (loss) to Adjusted EBITDA:
                              Net income (loss)                                   $   (14,040)   $       (115)   $    (10,194)   $     (23,082)   $    (13,263)
                              Interest expense, net                                       553             432             810            1,958           3,525
                              Income tax (benefit) provision                            1,049           1,619           2,487            3,501           3,585
                              Depreciation and amortization                             1,208           1,386           1,005            5,143           5,115
                                    EBITDA                                        $   (11,230)   $      3,322    $     (5,892)   $     (12,480)   $     (1,038)
                              Stock-based compensation                                  1,303           1,660             690            4,613           3,508
                              Merger and acquisition costs                                  -               -               -                -             337
                              Loss on debt extinguishment                                   -               -               -            1,369               -
                              Inventory step-up amortization                                -               -               -                -             577
                              Bargain purchase gain on acquisition                          -               -             334                -               -
                              Headquarters relocation                                      26              35               -               61               -
                              Executive transition                                        664           1,383               -            2,047               -
                              Intangibles impairment                                    6,472               -               -            6,472               -
                              Bad debt expense                                          3,119               -               -            3,119               -
                              Restructuring and other charges                               -               -           4,908                -           4,908
                              Goodwill impairment charge                                    -               -           1,003                -           1,003
                                    Adjusted EBITDA                               $       354    $      6,400    $      1,043    $       5,201    $      9,295

Note: $ in 000’s
Source: Company filings
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Reconciliation of Q2 and 2021 Guidance

                                                                                                             Q2 2021                            Full Year 2021
                                                                                                     Low               High               Low                    High
                          Reconciliation of Net Income (Loss) to Adjusted EBITDA:
                              Net income (loss)                                                  $         (5.4)   $          (0.9)   $         (44.7)   $          (28.5)
                              Interest expense, net                                                         -                  -                  0.2                 0.2
                              Income tax expense                                                            0.3                0.8                3.8                 5.2
                              Depreciation and amortization                                                 0.8                0.8                4.2                 4.2
                                    EBITDA                                                                 (4.3)               0.7              (36.5)              (18.9)
                              Stock-based compensation                                                      1.1                1.1                4.5                 4.5
                              Executive transition                                                          0.2                0.2                0.6                 0.6
                              Acquisition costs                                                             -                  -                  0.6                 0.6
                              Headquarters relocation                                                       -                  -                  1.9                 1.9
                              Transformational initiatives                                                  -                  -                 30.9                31.3
                                    Adjusted EBITDA                                              $         (3.0)   $           2.0    $           2.0    $           20.0

                          Reconciliation of Gross Margin to Adjusted Gross Margin:
                              GAAP Gross Margin                                                        32.0%              33.5%             33.2%                   34.7%
                              COGS Depreciation and amortization                                        0.5%               0.5%              0.8%                    0.8%
                                   Adjusted Gross Margin                                               32.5%              34.0%             34.0%                   35.5%

                          Reconciliation of Operating Expenses to Adjusted Operating Expenses:
                              Operating Expenses                                                 $         28.5    $          27.5    $     145.8        $          141.8
                              Depreciation and amortization                                                 0.7                0.7            3.4                     3.4
                              Stock-based compensation                                                      1.0                1.0            4.3                     4.3
                              Acquisition costs                                                             -                  -              0.6                     0.6
                              Executive transition                                                          0.3                0.3            0.6                     0.6
                              Headquarters relocation                                                       -                  -              1.9                     1.9
                              Transformational initiatives                                                  -                  -             30.5                    30.5
Note: $ in 000’s                   Adjusted Operating Expenses                                   $         26.5    $          25.5    $     104.5        $          100.5
Source: Company filings
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