Form 8-K - Current report

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): October 25, 2024

DZS INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	000-32743	22-3509099
(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:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	DZSI	The Nasdaq Stock Market LLC

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 October 25, 2024, DZS Inc. (the “Company”) consummated the previously disclosed divestiture (the “Network Assurance Business Divestiture”) contemplated by the Asset Purchase Agreement, dated as of October 16, 2024 (the “Asset Purchase Agreement”), between the Company and AXON Networks Inc., a Delaware corporation (“Axon”). Pursuant to the Asset Purchase Agreement, the Company sold to Axon all of the Company’s Network Assurance and WiFi Management software portfolio for a purchase price of $34,000,000, subject to certain adjustments.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed consolidated financial statements of the Company as of and for the six-month period ended June 30, 2024 and the year ended December 31, 2023, together with the notes related thereto, giving effect to the Network Assurance Business Divestiture, are filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

(d) Exhibits.


Exhibit No.						Description

99.1						Unaudited pro forma condensed consolidated financial statements of the Company as of and for the six-month period ended June 30, 2024 and the year ended December 31, 2023, together with the notes related thereto.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: October 29, 2024	DZS 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 six-month period ended June 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”), and the year ended December 31, 2023, gives effect to the divestiture of the Company’s Asia business, the NetComm Acquisition, and the divestiture of its Network Assurance 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 six-month period ended June 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 (the “Purchaser”). Pursuant to the Asset Purchase Agreement, the Company agreed to sell, and the Purchaser 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 “Purchase Price”). On October 25, 2024, the Company consummated the sale of the Network Assurance Business and received $30.0 million of the Purchase Price. The $4.0 million balance of the Purchase Price will be paid twelve months following the Closing.

The following unaudited pro forma condensed consolidated balance sheet as of June 30, 2024 is presented as if the Network Assurance Business divestiture had occurred on June 30, 2024. The following unaudited pro forma condensed consolidated statements of comprehensive loss for the six-month period ended June 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 divestiture 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 six-months period ended June 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 September 3, 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 divestiture, (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 divestiture.

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 divestiture. 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 divestiture 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 June 30, 2024
(In thousands)

			Network Assurance		Other
	Historical		Business Divestiture		Pro Forma
	Note 3 (a)		Note 3 (d)		Adjustments		Note 3	Pro Forma
Current assets:
Cash and cash equivalents	$	6,869	$	—	$	15,000	(f)	21,869
Restricted cash	1,268		—		—			1,268
Accounts receivable	40,162		—		—			40,162
Other receivables	691		—		—			691
Inventories	80,149		—		—			80,149
Contract assets	786		—		—			786
Prepaid expenses and other current assets	8,026		(159)		4,000		(f)	11,867
Total current assets	137,951		(159)		19,000			156,792
Property, plant, and equipment, net	3,275		(115)		—			3,160
Right-of-use assets from operating leases	4,581		(429)		—			4,152
Intangible assets, net	27,906		(21,646)		—			6,260
Other assets	11,680		(129)		—			11,551
Total assets	185,393		(22,478)		19,000			181,915

Current liabilities:
Accounts payable-trade	$	49,059	—		—			49,059
Contract liabilities	13,540		(6,292)		—			7,248
Operating lease liabilities	2,752		(92)		—			2,660
Accrued and other liabilities	27,710		(808)		—			26,902
Total current liabilities	93,061		(7,192)		—			85,869
Long-term debt	15,674		—		(8,414)		(g)	7,260
Contract liabilities - non-current	2,381		(557)		—			1,824
Operating lease liabilities - non-current	3,819		(337)		—			3,482
Pension liabilities	10,987		—		—			10,987
Other long-term liabilities	2,890		—		—			2,890
Total liabilities	128,812		(8,086)		(8,414)			112,312
Commitments and contingencies
Stockholders' equity:
Common stock	36		—		—			36
Additional paid-in-capital	315,308		—		—			315,308
Accumulated other comprehensive income	1,709		11,329		—			13,038
Accumulated deficit	(260,472)		(25,721)		27,414			(258,779)
Total stockholders' equity	56,581		(14,392)		27,414			69,603
Total liabilities and stockholders' equity	$	185,393	$	(22,478)	$	19,000		$	181,915


DZS Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Comprehensive Income (Loss)
For the six months ended June 30, 2024
(In thousands, except per share data)

			NetComm		Network Assurance		Other
	Historical		Historical		Business Divestiture		Pro Forma
	Note 3 (a)		Note 3 (b)		Note 3 (e)		Adjustments		Note 3	Pro Forma
Net revenue	$	58,733	$	17,630	$	(10,109)	$	—		$	66,254
Cost of revenue	35,681		13,298		(1,835)		—			47,144
Gross profit	23,052		4,332		(8,274)		—			19,110
Operating expenses:
Research and product development	14,458		3,502		(5,871)		59		(k)	12,148
Selling, marketing, general and administrative	34,028		3,252		(987)		—			36,293
Related party management fees	—		602		—		(602)		(m)	—
Restructuring and other charges	244		—		—		—			244
Amortization of intangible assets	2,380		—		(2,053)		925		(n)	1,252
Total operating expenses	51,110		7,356		(8,911)		382			49,937
Operating loss	(28,058)		(3,024)		637		(382)			(30,827)
Interest expense, net	(2,618)		30		—		(2,027)		(h) (o) (p)	(4,615)
Bargain purchase gain	41,544		—		—		—			41,544
Other expense, net	(554)		—		—		—			(554)
Income (Loss) before income taxes	10,314		(2,994)		637		(2,409)			5,548
Income tax provision	776		—		(91)		—		(u)	685
Net income (loss) from continuing operations	9,538		(2,994)		728		(2,409)			4,863
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)	3,416		(2,994)		728		910			2,060

Foreign currency translation adjustments	(1,795)		—		—		1,362		(j) (r)	(433)
Reclassification of foreign currency translation adjustments	12,023		—		—		—			12,023
Actuarial loss	(72)		—		—		—			(72)
Comprehensive income (loss)	$	13,572	$	(2,994)	$	728	$	2,272		$	13,578
Net income from continuing operations per share
Basic	$	0.25								$	0.13
Diluted	$	0.25								$	0.13
Net loss from discontinued operations per share
Basic	$	(0.16)								$	(0.07)
Diluted	$	(0.16)								$	(0.07)
Weighted average shares outstanding
Basic	37,528									37,528
Diluted	37,622									37,622


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)

			Asia		NetComm		Network Assurance		Other
	Historical		Divestiture		Historical		Business Divestiture		Pro Forma
	Note 3 (a)		Note 3 (c)		Note 3 (b)		Note 3 (e)		Adjustments		Note 3	Pro Forma
Net revenue	$	244,541	$	(123,296)	$	92,189	$	(22,688)	$	—		$	190,746
Cost of revenue	204,102		(102,169)		64,888		(3,853)		5,092		(s)	168,060
Gross profit	40,439		(21,127)		27,301		(18,835)		(5,092)			22,686
Operating expenses:
Research and product development	55,780		(21,225)		14,336		(13,868)		120		(k)	35,143
Selling, marketing, general and administrative	88,260		(18,019)		10,522		(2,929)		(255)		(l) (t)	77,579
Restructuring and impairment charges	4,491		—		—		—		—			4,491
Related party management fees	—		—		13,441		—		(13,441)		(m)	—
Related party receivable impairment	—		—		736		—		(736)		(m)	—
Impairment of long-lived assets	3,073		(1,560)		—		—		—			1,513
Impairment of goodwill	12,594		(1,642)		—		(6,449)		—			4,503
Amortization of intangible assets	5,230		—		—		(4,106)		2,189		(n)	3,313
Total operating expenses	169,428		(42,446)		39,035		(27,352)		(12,123)			126,542
Operating loss	(128,989)		21,319		(11,734)		8,517		7,031			(103,856)
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)		—		19,723		(i)	19,765
Income/(loss) before income taxes	(134,439)		23,695		(12,849)		8,517		23,896			(91,180)
Income tax provision (benefit)	779		(65)		128		(171)		—		(v)	671
Net loss	(135,218)		23,760		(12,977)		8,688		23,896			(91,851)

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	$	26,279		$	(93,253)
Net loss per share
Basic	$	(4.29)										$	(2.91)
Diluted	$	(4.29)										$	(2.91)
Weighted average shares outstanding
Basic	31,546											31,546
Diluted	31,546											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 June 30, 2024 is presented as if the Network Assurance Business divestiture had occurred on June 30, 2024. The unaudited pro forma condensed consolidated statements of comprehensive loss for the six-month period ended June 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 divestiture 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 six-month period ended June 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 six-month period ended June 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 six-months ended June 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 six-months ended June 30, 2024, and for the year ended December 31, 2023, the exclusion of the operating results of the Network Assurance Business have been incorporated, on a pro forma basis, within the adjustments labeled “Network Assurance Business Divestiture.”

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 six-month period ended June 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 six-months ended June 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 six-month period ended June 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 June 30, 2024.

(e)Represents the historical results of operations of the Network Assurance Business for the six-month period ended June 30, 2024, and year ended December 31, 2023.

(f)Represents 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.

(g)Represents the $15.0 million pre-payment of the EdgeCo Loans net of $6.6 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 related to the divestiture of the Network Assurance Business.

(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 six-month period ended June 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 six-month period ended June 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 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 six-month period ended June 30, 2024, and year ended December 31, 2023, respectively.

DZS INC. AND SUBSIDIARIES

Notes to the Pro Forma Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share figures)

(q)Reflects the removal of the loss from discontinued operations from the Asia business for the six-month period ended June 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 six-month period ended June 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 June 30, 2024 through the date of this filing, the Company has incurred additional non-recurring costs of approximately $0.1 million to complete the transactions. 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 six-month period ended June 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 divestiture occurred on January 1, 2023. Although the Asia business divestiture, the NetComm Acquisition, and the Network Assurance Business divestiture 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, 2023		For the six-month period ended June 30, 2024
Pro forma income (loss) from continuing operations attributable to common stockholders	$	(91,851)	$	4,863
Pro forma weighted-average shares outstanding, basic	31,545,605		37,528,203
Pro forma weighted-average shares outstanding, diluted	31,545,605		37,621,973
Net income/(loss) per share - basic	$	(2.91)	$	0.13
Net income/(loss) per share - diluted	$	(2.91)	$	0.13

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.


Share Type	Shares as of December 31, 2023	Shares as of June 30, 2024
Stock options	1,326,817	1,243,653
Unvested restricted stock units	2,897,885	7,062,952
Warrants	199,000	6,100,000

Cover	Oct. 25, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 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
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001101680
Amendment Flag	false