DZS Investor Presentation - June 2021
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DZS Investor Presentation June 2021 © 2021 DZS – Proprietary and Confidential © 2021 DZS – Proprietary and Confidential
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
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
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
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
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
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
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
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 6 © 2021 DZS – Proprietary and Confidential 32
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 6 © 2021 DZS – Proprietary and Confidential 33
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 6 © 2021 DZS – Proprietary and Confidential 34
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 6 © 2021 DZS – Proprietary and Confidential 35
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