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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 25, 2024
DZS INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware000-3274322-3509099
(State or Other Jurisdiction
of Incorporation)
(Commission
File No.)
(I.R.S. Employer
Identification No.)
5700 Tennyson Parkway, Suite 400
Plano, TX 75024
(Address of Principal Executive Offices, Including Zip Code)
(469) 327-1531
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par valueDZSIOTC Markets Group, Inc.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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. o


Item 2.01 Completion of Acquisition or Disposition of Assets.
On December 25, 2024, NetComm Wireless Pty Ltd. ACN 002 490 486 (the “Company”), a wholly owned subsidiary of DZS Inc., consummated the previously disclosed divestiture (the “IIoT Business Divestiture”) contemplated by the Business Sale Agreement, dated as of November 7, 2024 (the “Business Sale Agreement”), between the Company and Lantronix, Inc., a Delaware corporation (“Lantronix”). Pursuant to the Business Sale Agreement, the Company sold to Lantronix the Company’s industrial internet of things business for a purchase price of $6,500,000, less $41,727.60 (the amount representing 70% of employee entitlements due to transferring employees).
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed consolidated financial statements of DZS Inc. as of and for the nine-month period ended September 30, 2024 and for the year ended December 31, 2023, together with the notes related thereto, giving effect to the IIoT Business Divestiture (as well as certain other previously disclosed 2024 transactions of DZS Inc., as described therein), are filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
(d) Exhibits.


SIGNATURES
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 hereunto duly authorized.
Date: December 27, 2024DZS Inc.
 
By:/s/ Brian Chesnut
Brian Chesnut
Interim Chief Financial Officer

Exhibit 99.1

DZS INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidated financial statements as of and for the nine-month period ended September 30, 2024 and for the year ended December 31, 2023, the date of the latest publicly available financial information for DZS Inc. and subsidiaries (collectively, the “Company”), gives effect to the divestiture of the Company’s Asia business, the NetComm Acquisition, and the divestiture of its Network Assurance Business and IIoT Business as further described below and elsewhere in the unaudited pro forma financial information, pursuant to Article 11 of Regulation S-X or Rule 8-05 of Regulation S-X.
On April 5, 2024, the Company and DZS California Inc. (“DZS California”), a wholly owned subsidiary of the Company, consummated the previously disclosed sale of the Asia business contemplated by the Stock Purchase Agreement, dated as of January 5, 2024, as amended (the “Stock Purchase Agreement”), among the Company, DZS California, and DASAN Networks, Inc., a Korean company and significant shareholder of the Company (“DNI”). Pursuant to the Stock Purchase Agreement, DZS California sold to DNI all of the equity interests in DASAN Network Solutions, Inc., a Korean company, D-Mobile Limited, a Taiwan company, DZS Vietnam Company Limited, a Vietnamese company, Dasan India Private Limited, an Indian company, and DZS Japan, Inc., a Japanese company (collectively, the “Asia” business) for a purchase price consisting of approximately $3.8 million in cash, net of certain adjustments, and the elimination of approximately $34.3 million in debt and interest owed to DNI as of the transaction date. The Company had previously recognized the Asia business as discontinued operations within the consolidated statement of comprehensive loss as of and for the nine-month period ended September 30, 2024, and therefore the consolidated statement of comprehensive loss of the Company was previously reported to exclude the results of operations from its Asia business from continuing operations within its consolidated statement of comprehensive loss.
On June 1, 2024, the Company completed the acquisition of all the issued and outstanding equity of NetComm Wireless Pty Ltd (Administrators Appointed) ACN 002 490 986, a private limited company registered in New South Wales, Australia (“NetComm”) for a purchase price of $7.0 million (referred to herein as the “NetComm Acquisition”). NetComm is a broadband networking innovator in the 5G fixed wireless, home broadband, fiber-extension, and IoT technology domain industries.
On October 16, 2024, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with AXON Networks Inc., a Delaware corporation (“AXON Networks”). Pursuant to the Asset Purchase Agreement, the Company agreed to sell, and AXON Networks agreed to buy, the Company’s Network Assurance and WiFi Management software portfolio (the “Network Assurance Business”), for a cash purchase price of $34.0 million (the “Network Assurance Business Purchase Price”). On October 25, 2024, the Company consummated the sale of the Network Assurance Business and received $30.0 million of the Network Assurance Business Purchase Price. The $4.0 million balance of the Network Assurance Business Purchase Price will be paid twelve months following the Closing.
On November 7, 2024, NetComm Wireless Pty Ltd (“NetComm”), subsidiary of the Company, entered into a Business Sale Agreement (the “Business Sale Agreement”) with Lantronix, Inc., a Delaware corporation (“Lantronix”). Pursuant to the Business Sale Agreement, NetComm has agreed to sell, and Lantronix has agreed to buy, the Company’s industrial internet of things business (the “IIoT Business”), for a cash purchase price of $6.5 million, less an amount equal to 70% of employee entitlements due to transferring employees (the “IIoT Business Purchase Price”). On December 25, 2024, the Company consummated the sale of the IIoT Business and received $6.5 million of the IIoT Business Purchase Price.
The following unaudited pro forma condensed consolidated balance sheet as of September 30, 2024, is presented as if the Network Assurance Business and IIoT Business divestitures had occurred on September 30, 2024. The following unaudited pro forma condensed consolidated statements of comprehensive loss for the nine-month period ended September 30, 2024, and for the year ended December 31, 2023, are presented on a basis to reflect the Asia business divestiture, the NetComm Acquisition, and the Network Assurance Business and IIoT Business divestitures as if they had occurred on January 1, 2023.
The unaudited pro forma condensed financial information and accompanying notes have been derived from and should be read in conjunction with:
•the historical unaudited condensed consolidated financial statements of the Company as of and for the nine-months period ended September 30, 2024, and the related notes in accordance with U.S. GAAP, which are included in the Company's Quarterly Report on Form 10-Q filed with the SEC on November 12, 2024,



•the historical audited consolidated financial statements of the Company as of and for the year ended December 31, 2023, and the related notes in accordance with U.S. GAAP, which are included in the Company's Annual Report on Form 10-K filed with the SEC on August 13, 2024, and
•the historical unaudited condensed consolidated financial statements of NetComm for the period from January 1, 2024, through May 31, 2024, prepared in accordance with International Financial Reporting Standards (“IFRS”),
•the historical audited consolidated financial statements of NetComm as of and for the year ended December 31, 2023, which are prepared in accordance with IFRS, and included in the Company's Current Report on Form 8-K filed with the SEC on September 5, 2024, and
•other information related to the Company and NetComm contained in this Current Report.
The Company's historical consolidated financial information has been adjusted in the unaudited pro forma condensed financial statements to give effect to pro forma events that are (i) directly attributable to the Asia business divestiture, the NetComm Acquisition, and the Network Assurance Business and IIoT Business divestitures, (ii) factually supportable, and (iii) with respect to the unaudited pro forma statement of comprehensive loss, expected to have a continuing impact on the Company's results of operations. The resulting unaudited pro forma condensed consolidated financial statements do not include any management adjustments related to cost savings, operating synergies, tax benefits or revenue enhancements (or the necessary costs to achieve such benefits) that are expected to result from the Asia business divestiture, the NetComm Acquisition, and the Network Assurance Business and IIoT Business divestitures.
The pro forma adjustments are based upon available information and assumptions that management believes reasonably reflect the Asia business divestiture, the NetComm Acquisition, and the Network Assurance Business and IIoT Business divestitures. The unaudited pro forma condensed consolidated financial statements are provided for illustrative purposes only and do not purport to represent what actual results of operations would have been had the Asia business divestiture, the NetComm Acquisition, and the Network Assurance Business and IIoT Business divestitures occurred on the date assumed, nor are they necessarily indicative of our future consolidated results of operations.



DZS Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of September 30, 2024
(In thousands)
Network AssuranceIIoTOther
HistoricalBusiness DivestitureBusiness DivestiturePro Forma
Note 3 (a)Note 3 (d)Note 3 (e)AdjustmentsNote 3Pro Forma
Current assets:
Cash and cash equivalents$4,297 $— $— $18,250 (f)$22,547 
Restricted cash1,439 — — — 1,439 
Accounts receivable34,216 — (743)— 33,473 
Other receivables962 — — — 962 
Inventories79,087 — (1,602)— 77,485 
Contract assets598 — — — 598 
Prepaid expenses and other current assets13,625 (103)— 4,000 (f)17,522 
Total current assets134,224 (103)(2,345)22,250 154,026 
Property, plant, and equipment, net2,930 (112)— — 2,818 
Right-of-use assets from operating leases4,453 (421)— — 4,032 
Intangible assets, net25,840 (20,620)— — 5,220 
Other assets11,056 (26)— — 11,030 
Total assets$178,503 $(21,282)$(2,345)$22,250 $177,126 
Current liabilities:
Accounts payable-trade$63,072 $— $(28)$— $63,044 
Contract liabilities12,105 (5,641)— — 6,464 
Operating lease liabilities2,473 (96)— — 2,377 
Accrued and other liabilities32,431 (769)(43)— 31,619 
Total current liabilities110,081 (6,506)(71)— 103,504 
Long-term debt16,424 — — (10,156)(g)6,268 
Contract liabilities - non-current1,831 (145)— — 1,686 
Operating lease liabilities - non-current3,539 (325)— — 3,214 
Pension liabilities11,358 — — — 11,358 
Other long-term liabilities2,936 — — — 2,936 
Total liabilities146,169 (6,976)(71)(10,156)128,966 
Commitments and contingencies
Stockholders' equity:
Common stock37 — — — 37 
Additional paid-in-capital317,291 — — — 317,291 
Accumulated other comprehensive income1,124 — — — 1,124 
Accumulated deficit(286,118)(14,306)(2,274)32,406 (270,292)
Total stockholders' equity$32,334 $(14,306)$(2,274)$32,406 $48,160 
Total liabilities and stockholders' equity$178,503 $(21,282)$(2,345)$22,250 $177,126 






DZS Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Comprehensive Income (Loss)
For the nine months ended September 30, 2024
(In thousands, except per share data)
NetCommNetwork AssuranceIIoTOther
HistoricalHistoricalBusiness DivestitureBusiness DivestiturePro Forma
Note 3 (a)Note 3 (b)Note 3 (d)Note 3 (e)AdjustmentsNote 3Pro Forma
Net revenue$96,882 $17,630 $(14,594)$(4,236)$— $95,682 
Cost of revenue62,605 13,298 (2,122)(2,824)— 70,957 
Gross profit34,277 4,332 (12,472)(1,412)— 24,725 
Operating expenses:
Research and product development25,114 3,502 (6,365)(292)59 (k)22,018 
Selling, marketing, general and administrative54,414 3,252 (1,560)(117)— 55,989 
Related party management fees— 602 — — (602)(m)— 
Restructuring and other charges510 — — — — 510 
Amortization of intangible assets4,299 — (2,053)— 925 (n)3,171 
Total operating expenses84,337 7,356 (9,978)(409)382 81,688 
Operating loss(50,060)(3,024)(2,494)(1,003)(382)(56,963)
Interest expense, net(4,793)30 — — (2,027)(h) (o) (p)(6,790)
Bargain purchase gain 41,544 — — — — 41,544 
Other expense, net(472)— — — — (472)
Income (Loss) before income taxes(13,781)(2,994)(2,494)(1,003)(2,409)(22,681)
Income tax provision2,327 — (48)— — (u)2,279 
Net income (loss) from continuing operations(16,108)(2,994)(2,446)(1,003)(2,409)(24,960)
Loss from discontinued operations (net of income tax benefit)(3,319)— — — 3,319 (q)— 
Loss on sale of discontinued operations(2,803)— — — — (2,803)
Net loss from discontinued operations(6,122)— — — 3,319 (2,803)
Net income (loss)(22,230)(2,994)(2,446)(1,003)910 (27,763)
Foreign currency translation adjustments (2,343)— — — 1,362 (j) (r)(981)
Reclassification of foreign currency translation adjustments12,023 — — — — 12,023 
Actuarial loss(109)— — — — (109)
Comprehensive income (loss)$(12,659)$(2,994)$(2,446)$(1,003)$2,272 $(16,830)
Net income from continuing operations per share
Basic$(0.43)$(0.66)
Diluted$(0.43)$(0.66)
Net loss from discontinued operations per share
Basic$(0.16)$(0.07)
Diluted$(0.16)$(0.07)
Weighted average shares outstanding
Basic37,710 37,710 
Diluted37,710 37,710 


DZS Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Comprehensive Loss
For the year ended December 31, 2023
(In thousands, except per share data)
AsiaNetCommNetwork AssuranceIIoTOther
HistoricalDivestitureHistoricalBusiness DivestitureBusiness DivestiturePro Forma
Note 3 (a)Note 3 (c)Note 3 (b)Note 3 (e)Note 3 (e)AdjustmentsNote 3Pro Forma
Net revenue$244,541 $(123,296)$92,189 $(22,688)$(13,270)$— $177,476 
Cost of revenue204,102 (102,169)64,888 (3,853)(8,354)5,092 (s)159,706 
Gross profit40,439 (21,127)27,301 (18,835)(4,916)(5,092)17,770 
Operating expenses:
Research and product development55,780 (21,225)14,336 (13,868)(500)120 (k)34,643 
Selling, marketing, general and administrative88,260 (18,019)10,522 (2,929)(200)145 (l) (t)77,779 
Restructuring and impairment charges4,491 — — — — — 4,491 
Related party management fees— — 13,441 — — (13,441)(m)— 
Related party receivable impairment— — 736 — — (736)(m)— 
Impairment of long-lived assets3,073 (1,560)— — — — 1,513 
Impairment of goodwill12,594 (1,642)— (6,449)— — 4,503 
Amortization of intangible assets5,230 — — (4,106)— 2,189 (n)3,313 
Total operating expenses169,428 (42,446)39,035 (27,352)(700)(11,723)126,242 
Operating loss(128,989)21,319 (11,734)8,517 (4,216)6,631 (108,472)
Interest expense, net(3,992)1,292 (937)— — (2,858)(h) (o) (p)(6,495)
Loss on extinguishment of debt(594)— — — — — (594)
Other income (expense), net(864)1,084 (178)— — 23,950 (i)23,992 
Income/(loss) before income taxes(134,439)23,695 (12,849)8,517 (4,216)27,723 (91,569)
Income tax provision (benefit)779 (65)128 (171)— — (v)671 
Net loss(135,218)23,760 (12,977)8,688 (4,216)27,723 (92,240)
Foreign currency translation adjustments(2,844)— — — — 2,383 (j) (r)(461)
Actuarial loss(941)— — — — — (941)
Comprehensive loss$(139,003)$23,760 $(12,977)$8,688 $(4,216)$30,106 $(93,642)
Net loss per share
Basic$(4.29)$(2.92)
Diluted$(4.29)$(2.92)
Weighted average shares outstanding
Basic31,546 31,546 
Diluted31,546 31,546 

DZS INC. AND SUBSIDIARIES
Notes to the Pro Forma Condensed Consolidated Financial Statements (Unaudited)
(in millions, except per share figures)
1. BASIS FOR PRO FORMA PRESENTATION
The unaudited pro forma condensed consolidated balance sheet as of September 30, 2024, is presented as if the Network Assurance Business and IIoT Business divestitures had occurred on September 30, 2024. The unaudited pro forma condensed consolidated statements of comprehensive loss for the nine-month period ended September 30, 2024, and for the year ended December 31, 2023, are presented as if the Asia business divestiture, the NetComm Acquisition, and the Network Assurance Business and IIoT Business divestitures had occurred on January 1, 2023.
The Company previously recognized the Asia business as discontinued operations in the consolidated statement of comprehensive loss for the nine-month period ended September 30, 2024, and the consolidated statement of comprehensive loss excluded the results of operations from its Asia business from its continuing operations within its comprehensive statement of comprehensive loss for the nine-month period ended September 30, 2024. For purposes of the unaudited pro forma condensed consolidated statement of comprehensive loss for the year ended December 31, 2023, the exclusion of the operating results of the Asia business have been incorporated within the adjustments labeled “Asia Divestiture”.
The Company reports the results of operations of a business as discontinued operations if a disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when a business is sold and classified as held for sale, in accordance with the criteria of Accounting Standards Codification (“ASC”) Topic 205 Presentation of Financial Statements and ASC Topic 360 Property, Plant and Equipment. The results of discontinued operations are reported in Income from Discontinued Operations, Net of Tax in the statement of comprehensive loss for the current and prior periods commencing in the period in which the business met the criteria of discontinued operations, and includes any gain or loss recognized on closing, or adjustment of the carrying amount to fair value less cost to sell. Assets and liabilities of a business classified as held for sale are recorded at the lower of its carrying amount or estimated fair value less cost to sell. If the carrying amount of the business exceeds its estimated fair value less cost to sell, a loss is recognized. Assets and liabilities related to a business classified as held for sale are segregated in the current and prior balance sheets in the period in which the business is classified as held for sale. Transactions between the businesses held for sale and businesses held for use that are expected to continue to exist after the disposal are not eliminated to appropriately reflect the continuing operations and balances held for sale.
For purposes of the unaudited pro forma condensed consolidated statement of comprehensive loss for the nine-months ended September 30, 2024, and for the year ended December 31, 2023, the results of operations of NetComm for the period from January 1, 2024 through May 31, 2024, and for the year ended December 31, 2023, respectively, have been incorporated within the adjustments labeled “NetComm Historical.”
For purposes of the unaudited pro forma condensed consolidated statement of comprehensive loss for the nine-months ended September 30, 2024, and for the year ended December 31, 2023, the exclusion of the operating results of the Network Assurance Business and IIoT Business have been incorporated, on a pro forma basis, within the adjustments labeled “Network Assurance Business Divestiture” and “IIoT Business Divestiture”, respectively.
2. SIGNIFICANT ACCOUNTING POLICIES
The accounting policies under U.S. GAAP that were used in the preparation of the unaudited pro forma condensed consolidated financial information are those set forth in the Company’s financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2023 and in its Quarterly Report on Form 10-Q for the nine-month period ended September 30, 2024.

DZS INC. AND SUBSIDIARIES
Notes to the Pro Forma Condensed Consolidated Financial Statements (Unaudited)
(in millions, except per share figures)
3. NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The unaudited pro forma condensed consolidated financial information has been prepared to give effect of the Asia business divestiture, the NetComm Acquisition, and the Network Assurance Business divestiture as follows:
(a)Represents DZS’ historical condensed consolidated statements of comprehensive loss for the nine-months ended September 30, 2024, and for the year ended December 31, 2023, prior to any pro forma adjustments described below.
(b)Represents the historical results of operations of NetComm for the period from January 1, 2024 through May 31, 2024, and for the year ended December 31, 2023 for inclusion in the pro forma condensed consolidated statements of comprehensive loss for the nine-month period ended September 30, 2024, and year ended December 31, 2023, respectively.
(c)Represents the historical results of operations of the Asia business for the year ended December 31, 2023.
(d)Represents historical assets and liabilities of the Network Assurance Business as of September 30, 2024 and historical results of operations of the Network Assurance Business for the nine-month period ended September 30, 2024, and year ended December 31, 2023.
(e)Represents historical assets and liabilities of the IIoT Business as of September 30, 2024 and historical results of operations of the IIoT Business for the nine-month period ended September 30, 2024, and year ended December 31, 2023. Management used certain assumptions to estimate historical operating expenses of the IIoT Business since it was fully integrated with other businesses of NetComm.
(f)Includes the $34.0 million purchase price from the sale of the Network Assurance Business, which was comprised of $30.0 million cash paid to the Company at the closing net of $15.0 million pre-payment of the EdgeCo Loans and $4.0 million cash to be paid to the Company twelve months following the closing. Also, includes the $6.5 million purchase price from the sale of the IIoT Business, net of $3.3 million pre-payment of the EdgeCo Loans.
(g)Represents the $15.0 million and $3.3 million pre-payment of the EdgeCo Loans in conjunction with the sale of the Network Assurance Business and the IIoT Business, respectively, net of $8.1 million write off of unamortized debt discount and debt issuance cost.
(h)No interest expense adjustment applied for the pre-payment of the EdgeCo Loans since the Company will continue to pay interest on the prepaid principal until the end of the penalty period.
(i)Adjustment reflects the provisional net gain on disposition of approximately $19.7 million and $4.2 million related to the divestiture of the Network Assurance Business and the IIoT Business, respectively.
(j)Reflects the reduction in the foreign currency translation adjustment of $0.1 million and $0.6 million in comprehensive loss as a result of the Network Assurance Business divestiture for the nine-month period ended September 30, 2024, and the year ended December 31, 2023, respectively
(k)Represents the U.S. GAAP conforming adjustment to recognize the research and development expense for amounts previously capitalized under IFRS of $0.1 million and $0.1 million for the period from January 1, 2024 through May 31, 2024, and for the year ended December 31, 2023, respectively
(l)Represents the adjustment of $0.3 million of amortization expense from “Selling, marketing, general, and administrative” for the year ended December 31, 2023.
(m)Represents the removal of certain management fees paid to NetComm’s previous owner of $0.6 million and $14.2 million for the period from January 1, 2024 through May 31, 2024, and for the year ended December 31, 2023, respectively.
(n)Represents the incremental amortization expense of approximately $0.9 million and $2.2 million associated with the amortization of acquired intangible assets recognized as part of the NetComm Acquisition for the nine-month period ended September 30, 2024, and year ended December 31, 2023, respectively.
(o)Represents the reversal of interest expense of $0.6 million associated with amounts owed to NetComm’s previous parent company for the year ended December 31, 2023. Immaterial interest expense was recognized in

DZS INC. AND SUBSIDIARIES
Notes to the Pro Forma Condensed Consolidated Financial Statements (Unaudited)
(in millions, except per share figures)
NetComm’s consolidated statement of operations for the period from January 1, 2024 through May 1, 2024, associated with this related party debt.
(p)Reflects the recognition of the interest expense of $2.0 million and $3.5 million associated with the loan entered into in connection with the NetComm Acquisition for the nine-month period ended September 30, 2024, and year ended December 31, 2023, respectively.
(q)Reflects the removal of the loss from discontinued operations from the Asia business for the nine-month period ended September 30, 2024
(r)Reflects the reduction in the foreign currency translation adjustment of $1.4 million and $1.8 million in comprehensive loss as a result of the Asia divestiture for the nine-month period ended September 30, 2024, and the year ended December 31, 2023, respectively
(s)Represents the incremental expense of approximately $5.1 million associated with the recognition of the inventory fair value step-up, determined as a result of the application of ASC 805, Business Combinations, for the year-ended December 31, 2023.
(t)Subsequent to September 30, 2024 through the date of this filing, the Company has incurred additional non-recurring costs of approximately $0.4 million to complete the sale of the IIoT Business. These costs primarily relate to accounting, legal and other advisory fees associated with separation activities.
(u)The income tax provision for NetComm for the period January 1 through May 31, 2024, and Proforma Adjustments for the nine-month period ended September 30, 2024, reflect an income tax expense of nil due to NetComm incurring a net loss for this period and the non-recognition of any Deferred Tax Assets due to the uncertainty of recoupment.
(v)Proforma Adjustments for the year ended December 31, 2023, reflect an income tax expense of nil due the Company incurring a net loss for this period and the non-recognition of any Deferred Tax Assets due to the uncertainty of recoupment.

4. NET LOSS PER SHARE
Represents the net income/(loss) per share calculated using the historical weighted average shares outstanding, assuming the Asia business divestiture, the NetComm Acquisition, and the Network Assurance Business and IIoT Business divestitures occurred on January 1, 2023. Although the Asia business divestiture, the NetComm Acquisition, and the Network Assurance Business and IIoT Business divestitures are reflected as if they had occurred as of January 1, 2023, the calculation of weighted average shares outstanding for basic and diluted net loss per share is not changed from the historical amounts for the periods presented as no changes occurred to the Company’s capital structure as a result of these transactions.
(in thousands, except for share and per share data)For the year ended December 31, 2023For the nine-month period ended September 30, 2024
Pro forma loss from continuing operations attributable to common stockholders$(92,240)$(24,960)
Pro forma weighted-average shares outstanding, basic31,545,60537,709,977
Pro forma weighted-average shares outstanding, diluted31,545,60537,709,977
Net loss per share - basic$(2.92)$(0.66)
Net loss per share - diluted$(2.92)$(0.66)
The following potential outstanding securities were excluded from the computation of pro forma net loss per share, basic and diluted, because their effect would have been anti-dilutive or issuance of such shares is contingent upon the satisfaction of certain conditions which are not satisfied as of the period end for pro forma presentation purposes.

DZS INC. AND SUBSIDIARIES
Notes to the Pro Forma Condensed Consolidated Financial Statements (Unaudited)
(in millions, except per share figures)
Share Type Shares as of December 31, 2023Shares as of September 30, 2024
Stock options
1,326,8171,170,337
Unvested restricted stock units
2,897,8858,118,325
Warrants
199,00012,200,000 



v3.24.4
Cover
Dec. 25, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Dec. 25, 2024
Entity Incorporation, State or Country Code DE
Entity Registrant Name DZS INC.
Entity File Number 000-32743
Entity Tax Identification Number 22-3509099
Entity Address, Address Line One 5700 Tennyson Parkway, Suite 400
Entity Address, City or Town Plano
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75024
City Area Code 469
Local Phone Number 327-1531
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value
Trading Symbol DZSI
Entity Emerging Growth Company false
Entity Central Index Key 0001101680
Amendment Flag false
DZS (PK) (USOTC:DZSI)
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DZS (PK) (USOTC:DZSI)
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From Jan 2024 to Jan 2025 Click Here for more DZS (PK) Charts.