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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): May 7, 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 valueDZSIThe 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 7.01 Regulation FD Disclosure.
On May 7, 2024, DZS Inc. (the “Company”) plans to host an investor call and has prepared presentation materials (the “Presentation Materials”) to be used during such call. The Presentation Materials are furnished as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference.
The information contained in the Presentation Materials is summary information that should be considered within the context of the Company’s filings with the Securities and Exchange Commission and other public announcements that the Company may make by press release or otherwise from time to time. The Presentation Materials speak as of the date of this Current Report on Form 8-K, and the Company specifically disclaims any obligation to update the Presentation Materials.
The information furnished in Item 7.01 of this Form 8-K, including the exhibit attached, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No.Description
 
99.1
104Cover 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: May 7, 2024DZS Inc.
 
By:/s/ Misty Kawecki
Misty Kawecki
Chief Financial Officer

May 7, 2024 Investor Presentation (Nasdaq: DZSI)

 
© 2024 DZS – Proprietary and Confidential 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 Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on current expectations, estimates, forecasts, and projections about the industries in which we operate, and reflect the beliefs and assumptions of our management as of the date hereof. We use words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” plan,” “project,” “seek,” “should,” “target,” “will,” “would,” variations of such words, and similar expressions to identify forward-looking statements. Such statements include, but are not limited to, statements about the consummation and timing of the Asia business divestiture, the anticipated benefits of, and opportunities from, the divestiture, including the impact to the Company’s balance sheet, operations and financial results. In addition, statements that refer to projections of earnings, revenue, costs or other financial items in future periods; anticipated growth and trends in our business, industry or key markets; cost synergies, growth opportunities and other potential financial and operating benefits of our acquisitions; future growth and revenues from our products; our plans and our ability to refinance or repay our existing indebtedness prior to the applicable maturity dates; our ability to access capital to fund our future operations; future economic conditions and performance; the impact of the global outbreak of COVID-19, also known as the coronavirus; the impact of interest rate and foreign currency fluctuations; anticipated performance of products or services; competition; plans, objectives and strategies for future operations, including our pursuit or strategic acquisitions and our continued investment in research and development; other characterizations of future events or circumstances; and all other statements that are not statements of historical fact, are forward-looking statements within the meaning of the Securities Act and the Exchange Act. Although we believe that the assumptions underlying the forward-looking statements are reasonable, we can give no assurance that our expectations will be attained. Readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date on which they are made. Except as required by law, the Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Factors which could have a material adverse effect on our operations and future prospects or which could cause actual results to differ materially from our expectations include 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.

 
© 2024 DZS – Proprietary and Confidential Our History of Innovation and Transformation Founded 1999 IPO 2003 2006 Launched GPON OLT 2019 Launched Mobile FHG New CEO Charlie Vogt 2020 2022 Acquired 2021 Launched XGS PON Acquired 2001 Acquired Access Node Launched first DSLAM 2024 Launched 1.2 TB Optical Divested DNS 2016 Acquired 2005 Acquired Acquired Proposed Acquisition

 
© 2024 DZS – Proprietary and Confidential Why Did We Divest Asia Innovation focused on AEMEA Acquisitions focused on AEMEA Improved Gross Margins Improved Competitive Landscape Margin Expansion:  Asia divestiture (low margins / FX / challenging payment terms)  Growth in North America, EMEA  Software-Defined Networking TAM Focus: Focus on markets adopting geopolitical pressure against high-risk security vendors. Acquisitions aligns with NA / EMEA: Optelian (Saber), ASSIA (Network Assurance and WiFi management) RIFT (automation and orchestration). 4

 
© 2024 DZS – Proprietary and Confidential Customers: ~250+ Broadband Networking and Cloud Management Software Headquarters: Dallas, Texas Employees: ~330 Home Subscribers: ~50M+ 2022 Revenue: $375M Pre-Asia divestiture/ Pre-Restatement Nasdaq Listed Since: 2003 Today’s DZS Countries: ~50+Founded: 1999 5

 
© 2024 DZS – Proprietary and Confidential Our Leadership Team Miguel Alonso Chief Product Officer Misty Kawecki Chief Financial Officer Justin Ferguson Chief Legal Officer Laura Larson Chief People Officer Gunter Reiss Chief MarketingOfficer Scott St. John Chief Customer Officer Jeff Liening SVP of America Sales Raghu Marthi Chief Operations Officer Charlie Vogt CEO & President Jon Cox SVP Customer Care

 
© 2024 DZS – Proprietary and Confidential Vision Become the Premier Market- Leader of Broadband Networking and Cloud Software Solutions  Network Edge  Open, Standards-based  Software Defined  Future Ready  Environmentally Hardened  ESG Compliant Strategy Disrupt the status quo with Innovative and Differentiated Optical, Access and AI-Driven Cloud Software Platforms focused on the Americas, EMEA, Australia and NZ  Complete Access Portfolio  E2E Software Solutions  Customer First  Technology First  Partner Aligned

 
© 2024 DZS – Proprietary and Confidential Our Market Opportunity Rural Environments Urban Environments IoT connected devices expected to grow to 75B by 2025 Source: Statista Mobile data traffic expected to grow 55%/yr by 2030 Source: Cisco Emerging apps to require 10-500 Gbps per instance/stream Source: Cisco AI software revenue expected to double over next 3 years driven by operations/experience Source: Infopulse PON expected to grow at 17% CAGR from 2023- 2026 Source: Omdia Projected bandwidth per home exceeds multi-gig by 2028 Source: RVA LLC $150+ billion of government stimulus to close digital gap Source: DZS Analysis High speed internet & 5G growth amplifying demand for optical edge Source: Omdia

 
© 2024 DZS – Proprietary and Confidential Our FTTx Market Opportunity

 
© 2024 DZS – Proprietary and Confidential Our Product Solutions at the Network Edge Optical EDGE Access EDGE Subscriber EDGECloud EDGE PON 25G / 100G / 400G / 800G DWDM 4G/5G mmWave Core DSL Broadband Fiber Broadband Fixed Wireless IOT

 
© 2024 DZS – Proprietary and Confidential Our Serviceable Addressable Market $0 $5 $10 $15 $20 $25 $30 2023 2026 (B illi on s) Sources: DZS analysis and the following Omdia reports, (1) Fiber and Copper Access Equipment Forecast – 2023-2028, March 2023, (2) Optical Networks Forecast 2022-2027, “Metro WDM”, December 2022, (3) Macrocell Mobile Backhaul Equipment Market Tracker 2H20, December 2020, (4) NFV Tracker – 2H22 Data Half-Year Update, “NFV MANO”, September 2022 (5) Carrier SDN Tracker – 1H 2022 Annual Forecast, May 2022, (6) Mobile Fronthaul Equipment Market Report – 2020, July 2020, (7) Telco Network and Service Automation Market Database – 2022. “Market Forecast”, December 2022. Results not an endorsement of DZS. Any reliance on these results is at the third-party’s own risk. 17% CAGR Cloud EDGE Cloud EDGE Optical EDGE Optical EDGE Subscriber EDGE Access EDGE Subscriber EDGE Access EDGE

 
© 2024 DZS – Proprietary and Confidential Our Marquee Customers

 
© 2024 DZS – Proprietary and Confidential DZS In the News

 
© 2024 DZS – Proprietary and Confidential NetComm Overview

 
© 2024 DZS – Proprietary and Confidential Scale Scope Technology Expertise Portfolio Expansion Networking + Subscriber + Software Our NetComm Acquisition Rationale New Customers: Incumbency with marquee service providers across Americas, EMEA, ANZ Subscriber Access + OLT + ONT + Network Assurance + WiFi Software Solutions Enhance Home Broadband Experience with Optical Edge, OLT and Cloud Software assurance, monitoring and management tools Fiber Access Upgrade Cycle Increased scale, new revenue streams in faster growing markets, and increased BEAD exposure to drive EBITDA accretion. Comprehensive Access Portfolio  Fiber Extension  ONT  Home Broadband  Fixed Wireless  IoT Superior Experience  Fiber Extension  Fixed Wireless  Home Broadband  Industrial IoT

 
© 2024 DZS – Proprietary and Confidential Customers: 50 Headquarters: Sydney, Australia Employees: ~100 Earnout Revenue Range: $72.5M to $87.5M EBITDA / Cash Accretive: Q324 Marquee Customers Publicly Announced NetComm at a Glance Founded: 1983 Technology: Subscriber Access Purchase Price: $7M + Earnout Broadband Subscriber Access and Software Solutions

 
© 2024 DZS – Proprietary and Confidential NetComm’s Product Portfolio AccessSubscriber Transport  WiFi Gateways / Self-Install Hybrid Gateways DZS CloudFixed Wireless AccessFiber Extension Home Broadband Industrial IoT  Outdoor Gateways Low Gain  Outdoor Gateway Mid/High Gain  Mobile Apps  Install Tools  NTD+V  GPON/XGS DPUs  GPON/XGSDPUs  SFP+ DPUs  WiFi 6/6E/7, Mesh  WiFi 6/6E/7, Mesh  Satellite WiFi 6/6E/7  10GE WiFi 6/6E/7  Cloud Software  4G LTE CAT M1/NB1 Modem  4G CAT 1 Industrial Router  5G M2M Industrial Router  4G Industrial Router with WiFi 6  Industrial 4G Router

 
© 2024 DZS – Proprietary and Confidential Fiber Extension • Provides Fiber-equivalent gigabit broadband speeds • Uses existing copper – deployment cost 30% lower than FTTH • Converts disqualified sites to revenue sources GPON DPUs available now NTD 1p DPU 4p DPU 8p DPU 16p DPU Install Tool NTD+V NTDs available now Accessories available nowXSG-GPON (10G) DPUs available now 1p 10G DPU 4p 10G DPU 8p 10G DPU 16p 10G DPU Wall/Pole mounting kits Strand mount PLUS wall-mount plates, magnet-wands and more. Coax adapters available now 1p, 8p and 16p SFP+ DPUs (GPON / XGS-PON) available now XGS-PON GPON 8p 10G DPU 16pXV 10G DPU Roadmap 2024/2025

 
© 2024 DZS – Proprietary and Confidential Home Broadband • Leverages WiFi to deliver reliable and high-performance home networking products to end customers • Uses the latest WiFi technologies (WiFi 6/6E/7) to provide whole-homes/businesses coverage at gigabit speeds • WiFi Cloud-based software and services provide managed, high quality broadband experience CloudMesh WiFi 6 available now Hybrid Gateway Gateway WiFi 6E available now 10GE Gateway WiFi 7 Roadmap 2024/2025 Satellite Hybrid Gateway Satellite Auto- sensing CloudMesh WiFi5 available now 10GE Gateway (also with voice) 10GE Satellite

 
© 2024 DZS – Proprietary and Confidential Fixed Wireless Access • Provides Fiber-equivalent Gigabit broadband speeds • Fixed broadband alternative to upgrading/laying fiber, copper, coaxial • Cost and speed to deployment advantages 5G Outdoor CPEs available now Sub-6 Self Install High Gain Mid Gain 5G Outdoor CPE Roadmap 2024/2025 Low Gain with mmWave (PC5) 5G WiFi 6 Residential Gateway available now Higher Gain R16 Cat 20 Higher Gain MIMO 2*2 Install Tool Accessories available now

 
© 2024 DZS – Proprietary and Confidential Industrial IoT • Delivers reliable/high-performance networking products to enterprises and industrial devices • Leverages the latest 4G/5G and WiFi technologies to serve homes/businesses • Enables WiFi cloud-based software services 4G LTE available now CAT M1/NB1 Modem CAT 1 Router 5G available now Router 5G Roadmap 2024/2025 High Power 5 port with WiFi 6 Router with WiFi 6

 
© 2024 DZS – Proprietary and Confidential DZS + NetComm

 
© 2024 DZS – Proprietary and Confidential Our Broadband Portfolio with NetComm Optical EDGE Access EDGE Subscriber EDGECloud EDGE XGS-PON 10GE 25G / 100G / 400G / 800G DWDM 4G/5G IIoT WiFi 6/7 Gfast VDSL 35b mmWave FWA Orchestrate / Automate Core OLTs / DPUs / FWAMetro Ethernet / ROADM

 
© 2024 DZS – Proprietary and Confidential Our Addressable Market with NetComm $0 $5 $10 $15 $20 $25 $30 $35 $40 2023 2026 (B illi on s) 16% CAGR Cloud EDGE Cloud EDGE Optical EDGE Optical EDGE Subscriber EDGE Access EDGE Subscriber EDGE Access EDGE Sources: DZS analysis and the following Omdia reports, (1) Fiber and Copper Access Equipment Forecast – 2023-2028, March 2023, (2) Optical Networks Forecast 2022-2027, “Metro WDM”, December 2022, (3) Macrocell Mobile Backhaul Equipment Market Tracker 2H20, December 2020, (4) NFV Tracker – 2H22 Data Half-Year Update, “NFV MANO”, September 2022 (5) Carrier SDN Tracker – 1H 2022 Annual Forecast, May 2022, (6) Mobile Fronthaul Equipment Market Report – 2020, July 2020, (7) Telco Network and Service Automation Market Database – 2022. “Market Forecast”, December 2022. (8) Dell’Oro Broadband Access & Home Networking Forecast 2023- 2027, July 2023. (9) FMI 5G Industrial IoT Market Outlook 2023-2033, April 2022. Results not an endorsement of DZS. Any reliance on these results is at the third-party’s own risk. In Access EDGE In Subscriber EDGE In Access EDGE In Subscriber EDGE New products expand Access and Subscriber EDGE TAM

 
© 2024 DZS – Proprietary and Confidential Our Market Growth Opportunity with NetComm PON 20% CAGR OLT 48% CAGR ONT Access 17% CAGR Optical 8% CAGR Cloud 32% CAGR (Omdia 2023-2026) © 2024 DZS – Proprietary and Confidential Drivers Shift to Fiber Access Ubiquitous Broadband Drivers Government Stimulus Private Investment GPON  XGS-PON Drivers Traffic Growth Digital Divide/Mobile xHaul 10G  100G  400G Drivers Subscriber Experience Software Defined Networks Automation What’s Next? Technology Upgrade Cycle Fixed Wireless What’s Next? XGS-PON  50G PON Coherent Optics What’s Next? 400G  800G Spectrum-as-a-Service What’s Next? AI-driven Efficiencies Cyber Security

 
© 2024 DZS – Proprietary and Confidential Future Government Stimulus Funding of $100B+ North America  Broadband Equity (BEAD) Fund - $42B  Rural Digital Opportunity Fund (RDOF) - $20B  Capital Projects Fund (CPF) - $10B  Middle Mile Grant Program (MMGP) - $1B  Tribal Broadband Connectivity Program - $3B  Public Wireless Supply Chain Innovation Fund - $1.5B  Canada CRTC Broadband Fund - $3B Europe  France’s PFTHD Broadband Fund - $24B  Germany’s BMVI Nationwide Gigabit Fund- $14B  UK’s Project Gigabit Fund - $8B  Italy’s “Italia 1Giga” Fund - $8B  Austria’s Gigabit Broadband Fund - $2B  Recovery and Resilience Facility (EU) - $13.5B

 
© 2024 DZS – Proprietary and Confidential Q&A

 
v3.24.1.u1
Cover
May 07, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 07, 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
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