Form 8-K/A - Current report: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

Amendment No. 1

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 31, 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

Explanatory Note

On June 1, 2024, DZS Inc. (the “Company”) consummated the previously disclosed acquisition (the “NetComm Acquisition”) contemplated by the Share Purchase Agreement, dated as of May 3, 2024 (the “Share Purchase Agreement”), between the Company and Casa Communications Holdings Pty Ltd (Administrators Appointed) ACN 632 732 659, a private limited company registered in New South Wales, Australia (“Casa”). Pursuant to the Share Purchase Agreement, Casa sold to the Company all of the issued and outstanding share capital 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 $7,000,000, subject to certain adjustments.

This Amendment No. 1 on Form 8-K/A is being filed to amend Item 9.01(b) of the Current Report on Form 8-K that the Company filed with the Securities and Exchange Commission (“SEC”) on June 6, 2024 regarding the completion of the Netcomm Acquisition to file (i) the audited financial statements of NetComm as of and for the years ended December 31, 2023, and 2022 and (ii) the unaudited pro forma financial condensed consolidated information of the Company as of and for the year ended December 31, 2023 and the six months ended June 30, 2024.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The audited financial statements of NetComm as of and for the years ended December 31, 2023, and 2022, together with the notes related thereto and the Report of Independent Registered Public Accounting Firm thereon, are filed as Exhibit 99.1 to this Form 8-K/A and incorporated by reference herein.

(b) Pro forma financial information.

Unaudited pro forma condensed consolidated statements of income of the Company for the year ended December 31, 2023 and for the six months ended June 30, 2024, and the notes related thereto are filed as Exhibit 99.2 to this Form 8-K/A and incorporated herein by reference. The unaudited reconciliation of GAAP to non-GAAP pro forma results for the year ended December 31, 2023 and for the six months ended June 30, 2024 are filed as Exhibit 99.3 to this Form 8-K/A and incorporated herein by reference.

(d) Exhibits.


Exhibit No.						Description

23.1						Consent of BDO Audit Pty Ltd, Independent Registered Public Accounting Firm
99.1						Audited consolidated financial statements of NetComm as of and for the year s ended December 31, 2023, and 2022 , and the notes related thereto and Report of Independent Registered Public Accounting Firm thereon .
99.2						Unaudited Pro Forma Condensed Consolidated Financial Information of the Company as of and for the year ended December 31, 2023 and the six months ended June 30, 2024
99.3						Reconciliation of GAAP to non-GAAP Pro Forma Results
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: September 5, 2024	DZS Inc.

	By:	/s/ Misty Kawecki
		Misty Kawecki
		Chief Financial Officer

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

DZS Inc.

Plano, Texas

We hereby consent to the incorporation by reference of our audit report dated August 28, 2024, relating to the consolidated financial statements of NetComm Wireless Pty Ltd for the years ended December 31, 2023 and 2022, which appears in the Form 8-K of DZS Inc. to be filed with the Securities and Exchange Commission.

/s/ BDO Audit Pty Ltd

Sydney, Australia

September 5, 2024

1 | P a g e Financial Statements For the years ended 31 December 2023 and 2022 NetComm Wireless Pty Ltd ABN: 85 002 490 486

2 | P a g e Index to the financial statements For the years ended 31 December 2023 and 2022 Consolidated Statement of Profit or Loss and Other Comprehensive Income 3 Consolidated Statement of Financial Position 4 Consolidated Statement of Changes in Equity 5 Consolidated Statement of Cash Flows 6 Notes to the consolidated financial statements 1. Material Accounting Policy Information 7 2. Expenses 15 3. Finance Costs 15 4. Income Tax Expense 16 5. Cash and cash equivalents 16 6. Trade and Other Receivables 16 7. Inventories 17 8. Property, Plant and Equipment 18 9. Revenue from Contracts with Customers 19 10. Leases 19 11. Trade and Other Payables 20 12. Provisions 20 13. Employee Benefits 20 14. Issued Capital 21 15. Contingent Liabilities 21 16. Commitments 21 17. Related Party Transactions 22 18. Share Based Payments 24 19. Financial Instruments 25 20. Fair Value Measurement 27 21. Events after the Reporting Date 28 22. Interests in subsidiaries 28 23. Independent Auditor’s Report 29 These financial statements are consolidated financial statements for the Group consisting of NetComm Wireless Pty Ltd and its subsidiaries for the years ended 31 December 2023 and 2022. The list of subsidiaries is included in Note 22. The consolidated financial statements are presented in United States Dollars ($USD). The amounts contained in these financial statements have been rounded to the nearest thousand dollars, or in certain cases, to the nearest dollar. NetComm Wireless Pty Ltd is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is: Level 1, 18-20 Orion Road, Lane Cove, NSW 2066. The consolidated financial statements were authorized for issue by the directors on 28 August 2024.

3 | P a g e 2023 2022 Note $000 $000 Product revenue 9 89,149 129,794 Service revenue 9 3,040 6,227 Total revenue 92,189 136,021 Product cost of revenue (64,475) (113,324) Service cost of revenue (413) (565) Total cost of revenue (64,888) (113,889) Research and development expenses 2 (14,336) (18,047) Selling, general and administrative expenses 2 (10,522) (12,942) Management fees charged by related parties 17 (13,441) (14,441) Impairment of related party receivables 17 (736) (11,435) Warranty settlement expense 11 - (12,803) Total operating expenses (39,035) (69,668) LOSS FROM OPERATIONS (11,734) (47,536) Finance income 95 7 Finance costs 3 (1,032) (412) Loss on foreign currency transactions (178) (987) LOSS BEFORE INCOME TAX (12,849) (48,928) Income tax benefit/(expense) 4 (128) (15) LOSS FOR THE YEAR (12,977) (48,943) OTHER COMPREHENSIVE INCOME - - Other comprehensive income / (loss) for the year, net of tax - - TOTAL COMPREHENSIVE LOSS (12,977) (48,943) The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes. Consolidated Statement of Profit or Loss and Other Comprehensive Income For the years ended 31 December 2023 and 2022

4 | P a g e 2023 2022 Note $000 $000 ASSETS Current assets Cash and cash equivalents 5 2,780 9,780 Trade and other receivables 6 6,618 17,190 Inventories 7 44,165 35,582 Prepayments 360 257 Income tax receivable 9 3,179 Total current assets 53,932 65,988 Non-current assets Property, plant and equipment 8 1,021 1,809 Intangible assets 599 936 Right-of-use assets 10 1,261 1,156 Total non-current assets 2,881 3,901 TOTAL ASSETS 56,813 69,889 LIABILITIES Current liabilities Trade and other payables 11 19,177 27,901 Amounts payable to related parties 17 25,883 6,507 Provisions 12 844 1,362 Deferred revenue 93 154 Employee benefits 13 2,689 2,872 Lease Liabilities 10 567 1,066 Total current liabilities 49,253 39,862 Non-current liabilities Amounts payable to related parties 17 - 7,057 Employee benefits 13 580 579 Lease liabilities 10 690 225 Other payables 11 3,282 6,181 Total non-current liabilities 4,552 14,042 TOTAL LIABILITIES 53,805 53,904 NET ASSETS 3,008 15,985 EQUITY Issued capital 14 45,698 45,698 Accumulated losses (42,690) (29,713) TOTAL EQUITY 3,008 15,985 The above consolidated statement of financial performance should be read in conjunction with the accompanying notes. Consolidated Statement of Financial Position As at 31 December 2023 and 2022

5 | P a g e Issued Capital Accumulated Losses Total $000 $000 $000 BALANCE AT 1 JANUARY 2022 45,698 19,230 64,928 Loss for the year - (48,943) (48,943) Other comprehensive income for the year, net of tax - - - TOTAL COMPREHENSIVE INCOME FOR THE YEAR - (48,943) (48,943) BALANCE AT 31 DECEMBER 2022 45,698 (29,713) 15,985 Issued Capital Accumulated Losses Total $000 $000 $000 BALANCE AT 1 JANUARY 2023 45,698 (29,713) 15,985 Loss for the year - (12,977) (12,977) Other comprehensive income for the year, net of tax - - - TOTAL COMPREHENSIVE INCOME FOR THE YEAR - (12,977) (12,977) BALANCE AT 31 DECEMBER 2023 45,698 (42,690) 3,008 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes. Consolidated Statement of Changes in Equity For the Period Ended 31 December 2020 Consolidated State ent of Changes in Equity For the years ended 31 December 2023 and 2022

Notes to the financial statements For the Period Ended 31 December 2020 6 | P a g e 2023 2022 Note $000 $000 CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers (inclusive of GST) 107,836 164,681 Payments to suppliers, related parties and employees (inclusive of GST) (116,671 (179,216) Income taxes paid (44) (2,222) Income taxes refunded 3,170 - Interest received 95 7 NET CASH USED IN OPERATING ACTIVITIES (5,614) (16,750) CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of plant and equipment 8 50 218 Payments for property, plant and equipment 8 (397) (507) NET CASH USED IN INVESTING ACTIVITIES (347) (289) CASH FLOWS FROM FINANCING ACTIVITIES Lease payments (principal and interest) (1,039) (976) Interest paid on related party loans 17 - (834) NET CASH USED IN FINANCING ACTIVITIES (1,039) (1,810) NET DECREASE IN CASH AND CASH EQUIVALENTS HELD (7,000) (18,849) Cash and cash equivalents at beginning of financial year 9,780 28,629 CASH AND CASH EQUIVALENTS AT END OF FINANCIAL YEAR 5 2,780 9,780 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes. Consolida ed Statement of Cash Flows For the yea s ended 31 Dec mber 2023 and 2022

Notes to the consolidated financial statements For the years ended 31 December 2023 and 2022 7 | P a g e 1 Material Accounting Policy Information General Information The financial report includes the consolidated financial statements and notes of NetComm Wireless Pty Ltd and its subsidiaries (collectively referred to as the “Group” or “Consolidated Entity”). The consolidated financial statements for the years ended 31 December 2023 and 2022 were approved and authorized for issue by the Board of Directors on 28 August 2024. The following is a summary of the material accounting policies adopted by the Group in the preparation of the financial statements. The accounting policies have been consistently applied, unless otherwise stated. Basis of Preparation These consolidated general purpose financial statements have been prepared accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and Interpretations (collectively ‘IFRS’). The Group is a for-profit entity for the purposes of preparing these consolidated financial statements. The financial statements have been prepared on an accruals basis and are based on historical costs modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in United States dollars, unless otherwise noted. Going concern evaluation For the financial year ended 31 December 2023, NetComm Wireless Pty Ltd and its subsidiaries (collectively referred to as the ‘Group’) incurred a loss after tax of $12,977,000 (2022: $48,943,000) and incurred net cash outflows from operating activities of $5,614,000 (2022: $16,750,000). The Group’s working capital position also deteriorated from a net current asset surplus of $26,129,000 as at 31 December 2022 to $4,679,000 as at 31 December 2023, and a result, the Group was reliant on continued financial support from its ultimate parent entity Casa Systems Inc. (‘Casa Systems’) in the form of related party loans which materially increased during the financial year ended 31 December 2023 (refer Note 17). As outlined in Note 21 events after the reporting date, following continued declining revenues, and unsuccessful attempts to sell or recapitalize the Group, on 11 March 2024, Cor Cordis was appointed as Voluntary Administrators of the Australian Casa Systems Group comprised of NetComm Wireless Pty Ltd, Casa Communications Holdings Pty Ltd and Casa Technologies Pty Ltd. During the voluntary administration process, NetComm Wireless Pty Ltd and its subsidiaries continued to trade, albeit at a reduced capacity. Casa Systems subsequently filed for Chapter 11 protection on 3 April 2024 and officially declared bankruptcy on 7 June 2024. Effective 1 June 2024, the Group was subsequently acquired by DZS Inc. (‘DZS’) a US company listed on the NASDAQ providing network infrastructure, connectivity solutions, and cloud software. Since being acquired, the Group is currently reliant on financial support from DZS to continue to trade in the ordinary course of business, albeit it is anticipated this financial support will reduce as the Group returns to normal operating capacity post the voluntary administration process. As at the date of authorization of these financial statements, the Group has received a letter of financial support from DZS declaring that they will provide the necessary financial support to enable to the Group to meet its liabilities as and when they fall due. This guarantee is irrevocable for at least 12 months from the date of this report. In assessing the Group as a going concern, the Directors and those charged with governance have been closely monitoring the financial position of the Group since 31 December 2023 and have been working closely with DZS management to integrate both businesses. Notwithstanding this ongoing integration, it is acknowledged that DZS’s ability to continue to provide financial support to the Group is contingent upon the integrated business meeting its forecasted results of operations and effectively managing working capital requirements, or should this not transpire, obtaining additional financing. Whilst there remains some ongoing risk and uncertainty, the directors and those charged with governance are confident that these forecasts will eventuate and that the Group will continue to operate and meet its obligations as they fall due. On this basis, the financial statements have been prepared on a going concern basis.

Notes to the consolidated financial statements For the years ended 31 December 2023 and 2022 8 | P a g e Critical accounting judgements and key sources of estimation uncertainty In the application of the Group's accounting policies, management is required to make judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects current and future periods. Refer to Note 1(s) for a discussion of critical judgements in applying the Group's accounting policies and key sources of estimation uncertainty. New and amended standards adopted by the Group The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the International Accounting Standards Board ('IASB') that are mandatory for the current reporting periods. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the Group. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. (a) Principles of Consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of NetComm Wireless Pty Ltd as at 31 December 2023 and 2022 and the results of all subsidiaries for the periods then ended. A subsidiary is an entity over which NetComm Wireless Pty Ltd has control. The Group controls an entity when it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. A list of subsidiaries is contained in Note 22 to the financial statements. All subsidiaries have a 31-December financial year end. All intercompany balances and transactions between entities in the consolidated entity, including any unrealized profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistencies with those policies applied by the parent entity. Subsidiaries are fully consolidated from the date which control is transferred to the Group. They are de-consolidated from the date control ceases. (b) Foreign Currency Transactions and Balances Functional and presentation currency. The consolidated financial statements are presented in United States dollars which is the companies within the Group’s functional and presentation currency. Transaction and balances Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the period end exchange rate. Non-monetary items measured a historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined. Exchange differences arising on the translation of monetary items are recognized in profit or loss in the period in which they arise. (c) Goods and Services Tax (GST) Revenues, expenses and assets are recognized net of the amount of GST, except where the amount of GST incurred is not recoverable from the taxation authority or it is recognized as part of the cost of acquisition of an asset or part of an item of expenses. Receivables and payables in the statement of financial position are shown inclusive of GST and the net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

Notes to the consolidated financial statements For the years ended 31 December 2023 and 2022 9 | P a g e (d) Income Tax The charge for current income tax expense is based on the profit for the period adjusted for any non-assessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantively enacted by the reporting date. Deferred tax is accounted for in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognized from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss. Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realized or liability is settled. Deferred tax is credited in profit or loss except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity. Deferred tax assets are recognized to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilized. The amount of benefits brought to account or which may be realized in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the consolidated Group will derive sufficient future assessable income to enable the benefit to be realized and comply with the conditions of deductibility imposed by the law. NetComm Wireless Pty Ltd forms part of the Australian tax consolidated Group together with direct parent Casa Communications Holdings Pty Ltd and Casa Technologies Pty Ltd. The Group formed an income tax consolidated Group on 4 April 2020. The stand-alone taxpayer within a Group approach has been used to allocate current income tax expense and deferred tax expense to wholly owned subsidiaries that form part of the tax consolidated Group. Each entity in the Group recognizes its own current and deferred tax assets and liabilities, as if they continue to be a separate taxable entity in their own right, except for any deferred tax assets resulting from unused tax losses and tax credits, which are immediately assumed by the parent entity. The current tax liability of each Group entity is then subsequently assumed by the parent entity. Companies under the NetComm Wireless Pty Ltd Group are entitled to claim R&D tax incentive. The R&D Tax Incentive is realized via calculating R&D expenditure by the legislated 38.5% non-refundable tax offset. This offset is then applied against gross tax payable, in effect reducing this amount. The Group accounts for this tax incentive as tax credits which means that it will reduce income tax payable and current tax expense. A deferred tax asset is recognized for any unclaimed tax credits that are carried forward as deferred tax assets to the extent that it is probable that future tax profits will be available. (e) Revenue Recognition Revenue from the sale of goods, including communications and networking devices, are generally recognized at the time goods are delivered to the customers with the exception of local broadband customers for which revenues are recognized upon dispatch as these are usually same day deliveries. In certain instances, revenues are deferred until certain conditions under the contract are met. All revenue is stated net of the amount of goods and services tax (GST). Revenue from a contract to provide services is recognized at a point in time when the service is provided to the customer. Revenue is measured at the fair value of consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances. The Group provides a warranty to most of its customers that products will comply with agreed-upon specifications and a provision for warranty is recorded based on previous experience. In instances where a customer purchases a warranty separately or when a warranty provides the customer with a service in addition to the assurance that the product complies with agreed-upon specifications, the warranty is accounted for as a performance obligation and a portion of the transaction price is allocated to that performance obligation (f) Property, Plant and Equipment Each class of property, plant and equipment is carried at cost less, where applicable, any accumulated depreciation and impairment losses. Cost includes all directly attributable expenditure incurred including costs to get the asset ready for its use as intended by management. Costs include an estimate of any expenditure expected to be incurred at the end of the asset's useful life, including restoration, rehabilitation and decommissioning costs.

Notes to the consolidated financial statements For the years ended 31 December 2023 and 2022 10 | P a g e Property, Plant and Equipment (Continued) The carrying amount of property, plant and equipment is reviewed annually by the Directors for indications of impairment. If any such indications exist, an impairment test is carried out, and any impairment losses on the assets are recognized in profit or loss. Depreciation The depreciable amount of all fixed assets is depreciated on a straight-line basis over their useful lives to the Group commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements. The depreciable amount is the carrying value of the asset less estimated residual amounts. The residual amount is based on what a similar asset of the expected condition of the asset at the end of its useful life could be sold for. The depreciation rates used for each class of depreciable assets are: Class of Asset Useful Life Plant and equipment 3-6 years Leasehold improvements Over the term of the lease Development assets 3-6 years The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are recognized in profit or loss. (h) Impairment of Assets At each reporting date, the Group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset's fair value less costs to sell and value in use, is compared to the asset's carrying value. Any excess of the asset's carrying value over its recoverable amount is recognized in profit or loss. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash generating unit to which the asset belongs. Where an impairment loss subsequently reverses, the carrying amount of the asset or cash generating unit is increased to the revised recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized in prior periods. A reversal of an impairment loss is recognized immediately in profit or loss. Impairment of goodwill is not reversed. (i) Leases The Group leases various offices, warehouses, and parking spaces. Rental contracts are typically made for fixed periods of 6 months to 10 years and may have extension options as described further below. Contracts may contain both lease and non-lease components. The Group allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes. Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group.

Notes to the consolidated financial statements For the years ended 31 December 2023 and 2022 11 | P a g e Leases (Continued) Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments: • fixed payments (including in-substance fixed payments), less any lease incentives receivable • variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date • amounts expected to be payable by the Group under residual value guarantees • the exercise price of a purchase option if the Group is reasonably certain to exercise that option, and • payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option. Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. Leases are capitalized by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period. To determine the incremental borrowing rate, the Group: • where possible, uses recent third-party financing received by the individual lessee as a starting point, adjusted to reflect changes in financing conditions since third party financing was received, and • makes adjustments specific to the lease, e.g. term, country, currency and security. The Group is exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is reassessed and adjusted against the right-of-use asset. Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Right-of-use assets are measured at cost comprising the following: • the amount of the initial measurement of lease liability • any lease payments made at or before the commencement date less any lease incentives received • any initial direct costs, and • restoration costs. Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s useful life. Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets are recognized on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low- value assets comprise IT equipment and small items of office furniture. Extension and termination options Extension and termination options are included in a number of property leases across the group. These are used to maximise operational flexibility in terms of managing the assets used in the group’s operations. The majority of extension and termination options held are exercisable only by the group and not by the respective lessor.

Notes to the consolidated financial statements For the years ended 31 December 2023 and 2022 12 | P a g e (j) Financial Assets Financial assets are classified into the following specified category: 'loans and receivables'. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. Loans and receivables Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortized cost using the effective interest method less impairment. Interest income is recognized by applying the effective interest rate. Appropriate allowances for estimated irrecoverable amounts are recognized in profit or loss when there is objective evidence that the asset is impaired. The allowance recognized is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition. Effective interest method The effective interest method is a method of calculating the amortized cost of a financial asset and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset, or, where appropriate, a shorter period. Income is recognized on an effective interest basis for debt instruments. (k) Cash and Cash Equivalents Cash and cash equivalents include cash on hand and in banks, deposits held at call with banks and financial institutions, investments in money market instruments with maturities of three months or less from the date of acquisition, and bank overdrafts. (l) Inventories Finished goods and raw materials are valued at the lower of cost and net realizable value. Cost is the direct cost of purchase, plus freight and duty and any other costs directly attributable to acquisition. Inventory is recognized on a weighted average cost basis. Stock in transit is stated at the lower of cost and net realizable value. Cost comprises purchase and delivery costs, net of rebates and discounts received or receivable. Net realizable value represents the estimated selling price for inventories in the ordinary course of business less all estimated costs of completion and costs necessary to make the sale. The provision for impairment of inventories assessment requires a degree of estimation and judgement. The level of the provision is assessed by considering the recent sales experience, the ageing of inventories and obsolescence of the technology. Refer to Note 1 (s) for critical accounting estimates. (m) Intangible Assets Subsequent to initial recognition, intangible assets are reported at cost less accumulated amortization and impairment costs. Computer software Computer software is measured on a cost basis less amortization and impairment losses. Computer software is amortized on a straight-line basis over 3.3 years, commencing from the time the software is ready for use. Research and Development Costs Research and development costs are expended as incurred. Costs incurred to develop software to be licensed to customers are expensed prior to the establishment of technological feasibility of the software and are capitalized thereafter until commercial release of the software. The Group has not historically capitalised software development costs as the establishment of technological feasibility typically occurs shortly before the commercial release of its software, which is embedded in its products. As such, all software development costs related to software for license to customers are expensed as incurred and included within research and development costs.

Notes to the consolidated financial statements For the years ended 31 December 2023 and 2022 13 | P a g e (n) Borrowing Costs Borrowing costs are recognised in profit or loss in the period in which they are incurred. (o) Employee Benefits Provision is made for the Group's liability for employee benefits arising from services rendered by employees to reporting date, including wages and salaries, annual leave and long service leave. Employee benefits that are expected to be settled within one period have been measured at the amounts expected to be paid when the liability is settled, plus related on costs. Employee benefits payable later than one period have been measured at present value of the estimated future cash outflows to be made for those benefits. Employee benefits payable later than one period have been measured at present value of the estimated future cash outflows to be made for those benefits. The expected future payments incorporate anticipated future wage and salary levels, experience of employee departures and periods of service, and are discounted at rates determined by reference to market yields at the end of the reporting period on high quality corporate bonds that have maturity dates that approximate the timing of the estimated future cash outflows. Any re-measurements arising from experience adjustments and changes in assumptions are recognized in profit or loss in the periods in which the changes occur. The Group presents employee benefit obligations as current liabilities in the statement of financial position if the Group does not have an unconditional right to defer settlement for at least twelve (12) months after the reporting period, irrespective of when the actual settlement is expected to take place. Contributions are made by the Group to employee superannuation funds which are of the defined contribution type. Contributions to these defined contribution superannuation schemes are recognized as an expense in the period they are payable. (p) Financial Instruments (i) Debt and equity instruments Debt and equity instruments are classified as either liabilities or equity in accordance with the substance of the contractual arrangement. An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs. (ii) Other financial liabilities Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs and are subsequently measured at amortized cost using the effective interest method, with the interest expense recognized on an effective yield basis. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period. (iii) Trade payables These amounts represent liabilities for goods and services provided to the group prior to the end of the financial year which are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognized initially at their fair value and subsequently measured at amortized cost. (q) Provisions, Contingent Liabilities and Contingent Assets Provisions are recognized when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. Provisions are discounted to their present values, where the time value of money is material.

Notes to the consolidated financial statements For the years ended 31 December 2023 and 2022 14 | P a g e Provisions, Contingent Liabilities and Contingent Assets (Continued) No liability is recognized if an outflow of economic resources as a result of present obligation is not probable. Such situations are disclosed as contingent liabilities, unless the outflow of resources is remote in which case no liability is recognized. Where an inflow of economic benefits is probable, an entity shall disclose a brief description of the nature of the contingent assets at the end of the reporting period, and, where practicable, an estimate of their financial effect. (r) Issued Capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of transaction costs and tax, from the proceeds. (s) Critical Accounting Estimates and Judgements The Directors evaluate estimates and judgments incorporated into the financial statements based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and based on current trends and economic data, obtained both externally and within the Group. The following are the critical judgements (apart from those involving estimations, which are dealt with below) that management has made in the process of applying the Group's accounting policies and that have the most significant effect on the amount recognized in the financial statements. Inventories Note 7 sets out the categories of inventories carried. The net realizable value of inventories is the estimated selling price in the ordinary course of business less estimated costs to sell which approximates fair value. The key assumptions require the use of management judgement and are reviewed annually. These key assumptions are the variables affecting the estimated costs to sell and expected selling price. Any reassessment of cost to sell or selling price in a particular period will affect the cost of goods sold. Inventory classification requires management judgement and estimation to consider if inventories are expected to be sold or consumed in the normal operating cycle, over the next twelve months. Note 7 sets out management’s assumptions applied and information available at the reporting date. Warranties The Group generally carries warranty obligations on all product sales, under which it promises customers to repair or replace certain types of damage to its products within a certain number of days following the sale date. Group's warranty obligations vary between different contracts and customers. The Group reasonably estimates the amount of warranty claims likely to arise under its obligations and accrues an expense that reflects the cost of these anticipated claims. The estimates are based on historical return rates and previous experiences and are reviewed on a regular basis. Actual warranty claims with customers are recorded as a current liability when expected to be settled within 12 months and non-current when expected to be settled beyond 12 months. Settlement liabilities are discounted to present value by means of applying an appropriate discount rate. The discount rate requires a degree of judgement and reflects management’s best estimate of the time value of money and the consolidated entity’s weighted average cost of capital. Management have used a discount rate average of approximately 5% across 31 December 2022 and 31 December 2023. Impairment of Assets The Group assesses impairment at each reporting date by evaluating conditions specific to the Group that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value in use calculations performed in assessing recoverable amounts incorporate a number of key estimates. Recoverability of Deferred Taxes Deferred tax assets are recognized only if it is probable that future taxable amounts will be available to enable the Group to utilize those temporary differences and losses. No deferred tax asset has therefore been recognized for deductible temporary differences and unused tax losses given the uncertainty around recoverability.

Notes to the consolidated financial statements For the years ended 31 December 2023 and 2022 15 | P a g e 2 Expenses a) Research and development expenses 2023 2022 $000 $000 Employee costs 10,678 13,314 Engineering materials 2,255 2,918 Depreciation 712 911 Other expenses 691 904 TOTAL RESEARCH AND DEVELOPMENT EXPENSES 14,336 18,047 b) Selling, general and administrative expenses 2023 2022 $000 $000 Employee costs 6,521 7,350 Consultant fees 350 926 Depreciation and amortization 1,707 2,226 Travel costs 111 156 Software & IT maintenance 573 604 Insurance expense 174 161 Rental property outgoings 231 392 Other expenses 855 1,127 TOTAL SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 10,522 12,942 3 Finance Costs 2023 2022 $000 $000 Interest expense on loan payable to ultimate parent entity 636 370 Other interest expenses 48 42 Interest on legal settlement liability (i) 348 - TOTAL FINANCE COSTS 1,032 412 (i) Interest expense in relation to discounting the value of the agreed NBN warranty settlement to be paid out in future installments. Refer to Note 11 for total liability recognized in relation to the settlement.

Notes to the consolidated financial statements For the years ended 31 December 2023 and 2022 16 | P a g e 4 Income Tax Expense (a) The prima facie income tax expense on pre-tax accounting loss from continuing operations and other comprehensive income reconciles to the income tax expense in the financial statements as follows: 2023 2022 $000 $000 AMOUNTS RECOGNISED IN PROFIT OR LOSS Net (loss) before tax (12,849) (48,928) Expected tax benefit at the Australian tax rate of 30% 3,855 14,678 - Temporary differences / carried forward tax losses not recognized (3,855) (14,687) - Other items 128 15 INCOME TAX EXPENSE 128 15 (b) Deferred taxes The Group does not have any taxable temporary differences. No deferred tax asset has been recognized for deductible temporary differences and unused tax losses given the uncertainty around recoverability. (c) Tax consolidated group As at 31 December 2023 and 2022, NetComm Wireless Pty Ltd, the main operating entity, formed part of the Australian tax consolidated group together with direct parent Casa Communications Holdings Pty Ltd and Casa Technologies Pty Ltd. NetComm Wireless Pty Ltd left the Australian tax consolidated group on 1 June 2024 following the acquisition of NetComm Wireless Pty Ltd by DZS Inc. (Refer to Note 21). 5 Cash and cash equivalents 2023 2022 $000 $000 Cash at bank 2,780 9,780 2,780 9,780 6 Trade and Other Receivables 2023 2022 $000 $000 Trade receivables 6,659 17,233 Allowance for expected credit losses (41) (43) 6,618 17,190 Expected Credit Losses The average credit period on sales of goods and rendering of services is 45 days. No interest is charged on overdue receivables. An allowance has been made for estimated unrecoverable trade receivable amounts arising from the past sale of goods and rendering of services, determined by reference to past default experience. The Group will also consider any change in the quality of the trade receivable from the date credit was initially granted up to the reporting date. Before accepting any new customers, the Group obtains third party references to assess the potential customer's credit quality and define the credit limits by customer.

Notes to the consolidated financial statements For the years ended 31 December 2023 and 2022 17 | P a g e 6 Trade and Other Receivables (continued) The ageing of the receivables and allowance for expected credit losses provided for above are as follows: Expected credit loss rate Carrying amount Allowance for expected credit losses 2023 2022 2023 2022 2023 2022 Consolidated % % $000 $000 $000 $000 Current - - 3,929 12,978 (6) (11) More than 30 days past due - - 2,318 3,026 (5) (3) More than 60 days past due - 1 216 288 - (2) More than 90 days past due 15 3 196 941 (30) (27) 6,659 17,233 (41) (43) Movements in the allowance for expected credit losses are as follows: 2023 2022 $000 $000 MOVEMENT IN THE ALLOWANCE FOR EXPECTED CREDIT LOSSES Balance at the beginning of the period 43 100 Decrease in allowance for expected credit losses (2) (57) Balance at the end of the period 41 43 7 Inventories 2023 2022 $000 $000 CURRENT Raw materials 17,154 18,224 Manufactured finished goods (i) 30,803 16,495 Stock in transit 6,601 16,227 Provision for Stock Obsolescence (10,393) (15,364) Total Inventories 44,165 35,582 (i) The Group outsources the manufacturing of finished goods to third-party suppliers. These third-party suppliers use raw material purchased and owned by the Group that are located at the third-party supplier premises. Inventory recognized as COGS The Group recognized $64,475,000 (2022: $113,324,000) of inventory as Cost of Goods Sold during the period. Obsolescence provision recognized as expense The Group recognized inventory write down amounts during the period of $2,368,000 (2022: $14,889,000). This represents effective write off from inventory of $7,339,000 (2022: $1,355,000) and a reduction in the obsolescence provision of $4,971,000 (2022: increase of $13,534,000). Classification of Inventories Netcomm classifies its inventories to raw materials and finished goods. Raw materials comprise of specialty high-value components such as chipsets that are used to manufacture finished goods. Total inventories have been classified as current as management forecasts these to be consumed in a reasonable timeframe according to customer demand and delivery plan. While management believes the estimates and assumptions underlying its current forecasts are reasonable, there is risk that inventories may be realized beyond 12 months, due to the nature of the industry requiring customers to test and approve new products and with long lead times to procure certain type of raw materials. Management therefore expects $30.9m of total inventories to be sold within 12 months and $13.2m to be sold beyond 12 months, however given the high level of uncertainty, and significant judgement required to split inventory between current and non-current, management deem it most appropriate to classify total inventories within current assets.

Notes to the consolidated financial statements For the years ended 31 December 2023 and 2022 18 | P a g e 8 Property, Plant and Equipment (a) Summary of property, plant and equipment 2023 2022 2021 $000 $000 $000 PLANT AND EQUIPMENT At cost 2,949 6,856 6,889 Less accumulated depreciation (2,288) (5,795) (5,502) Total plant and equipment 661 1,061 1,387 LEASEHOLD IMPROVEMENTS At cost 2,155 2,518 2,805 Less accumulated amortization (1,915) (2,321) (2,305) Total leasehold improvements 240 197 500 DEVELOPMENT ASSETS At cost 2,349 8,767 9,429 Less accumulated amortization (2,229) (8,216) (8,155) Total development assets 120 551 1,274 Total property, plant and equipment 1,021 1,809 3,161 (b) Movements in carrying amounts Plant and equipment Leasehold improvements Development Assets Total $000 $000 $000 $000 2023 Balance at the beginning of the period 1,061 197 551 1,809 Additions 200 197 - 397 Disposals (35) (13) (2) (50) Depreciation expenses (565) (141) (429) (1,135) Carrying amount at period end 661 240 120 1,021 Plant and equipment Leasehold improvements Development Assets Total $000 $000 $000 $000 2022 Balance at the beginning of the period 1,387 500 1,274 3,161 Additions 504 - 3 507 Disposals (115) (5) (98) (218) Reclassification/from intangible assets 4 - - 4 Depreciation expenses (719) (298) (628) (1,645) Carrying amount at period end 1,061 197 551 1,809

Notes to the consolidated financial statements For the years ended 31 December 2023 and 2022 19 | P a g e 9 Revenue from Contracts with Customers Disaggregation of revenues The Group derives revenues from the transfer of goods and services from the following geographical regions: Australia & NZ US UK Canada Others Total Revenues $000 $000 $000 $000 $000 $000 2023 Equipment sales revenue 39,042 23,791 7,985 16,534 1,797 89,149 Services revenue 2,949 44 47 - - 3,040 Total 41,991 23,835 8,032 16,534 1,797 92,189 2022 Equipment sales revenue 64,145 3,240 25,209 37,200 - 129,794 Services revenue 4,476 1,621 130 - - 6,227 Total 68,621 4,861 25,339 37,200 - 136,021 Revenue from equipment sales and service revenue are recognized at a point in time. 10 Leases (a) Amounts recognized in the balance sheet 2023 2022 $000 $000 RIGHT-OF-USE ASSETS - BUILDINGS Balance at the beginning of the period 1,156 2,157 Additions / renewals 1,049 - Depreciation expenses (944) (1,001) Carrying amount at period end 1,261 1,156 The Group leases buildings for its offices and warehouses under agreements of between one to three years. Additions to right-of-use assets during the year consists of renewals for existing leases. 2023 2022 $000 $000 LEASE LIABILITIES Current 567 1,066 Non-current 690 225 Total Lease Liabilities 1,257 1,291 (b) Amounts recognized in the statement of profit or loss 2023 2022 $000 $000 RECOGNIZED IN THE STATEMENT OF PROFIT OR LOSS Depreciation charge 944 1,001 Interest expense (included in finance cost) 41 35 Expense relating to short-term leases - 7 Total recognized in the statement of profit or loss 985 1,043

Notes to the consolidated financial statements For the years ended 31 December 2023 and 2022 20 | P a g e 11 Trade and Other Payables 2023 2022 $000 $000 CURRENT UNSECURED LIABILITIES Trade payables (i) 14,040 22,761 Sundry payables and accrued expenses 1,620 1,441 Settlement liability (ii) 3,517 3,699 Total current trade and other payables 19,177 27,901 NON-CURRENT UNSECURED LIABILITIES Settlement liability (ii) 3,282 6,181 Total current trade and other payables 3,282 6,181 (i) The average credit period on purchases of certain goods from various Asian countries is 60 days, although some request payment in advance of shipment. No interest is charged on overdue payables. The Group has financial risk management policies in place to ensure that all payables are generally paid within the credit timeframe. Refer to Note 19 for further information on financial instruments. (ii) On 23 December 2022, the Group entered into a settlement agreement with one of its significant customers, NBN, in relation to a historical warranty claim. The total settlement amount agreed by both parties amounted to AUD $20m (USD $12.8m) payable over 4 annual instalments. Of this amount, AUD $10m was paid up to 31 December 2023 (2022: AUD $5m). The balance as at 31 December 2023 of AUD $10m (USD $6.8m) was agreed to be paid in equal instalments over the next 2 years, of which, USD 3.5m (AUD $5m) has been recognized as a current liability and the remaining balance of AUD $5m (USD $3.3m discounted) has been recognized as a non-current liability. The effect of re-valuing the AUD amounts into USD and discounting the liability to present value, is included within the unrealized foreign currency transactions and finance costs respectively in profit or loss. 12 Provisions 2023 2022 $000 $000 WARRANTY PROVISION Opening balance 1,362 2,032 Movements during the period (518) (670) Balance at the end of the period 844 1,362 13 Employee Benefits 2023 2022 $000 $000 CURRENT EMPLOYEE BENEFITS Liability for annual leave (i) 2,059 2,230 Liability for long service leave 630 642 Total Current 2,689 2,872

Notes to the consolidated financial statements For the years ended 31 December 2023 and 2022 21 | P a g e 13 Employee Benefits (continued) (i) Amounts expected to be settled within the next 12 months The current provision for employee benefits includes all unconditional entitlements where employees have completed the required period of service and also those where employees are entitled to pro-rata payments in certain circumstances. The entire amount is presented as current, since the consolidated entity does not have an unconditional right to defer settlement. However, based on past experience, the consolidated entity does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months. 2023 2022 $000 $000 Employee benefits obligation expected to be settled after 12 months 1,187 1,208 NON – CURRENT EMPLOYEE BENEFITS Liability for long service leave 580 579 Total Non-current 580 579 14 Issued Capital 2023 2022 $000 $000 146,329,906 Ordinary shares – fully paid, no par value 45,698 45,698 (a) Movements in issued and paid up ordinary share capital of the Group 2023 2023 2022 2022 No. $000 No. $000 At the beginning of the reporting period 146,329,906 45,698 146,329,906 45,698 At the end of the reporting period 146,329,906 45,698 146,329,906 45,698 15 Contingent Liabilities The Group has provided certain bank guarantees totaling $738,388 (2022: $1,077,910) for rental bonds as at 31 December 2023 and 2022. There were no other material contingent liabilities in existence at 31 December 2023 and 31 December 2022 requiring disclosure in the financial statements. Non quantifiable contingencies. At any time during the normal course of business the Group's entities can be subject to claims or threatened claims none of which were material to be reported in the financial statements. 16 Commitments (a) Capital expenditure commitments As at 31 December 2023 and 31 December 2022, there were no material capital expenditure commitments. (b) Expenditure commitments The Group leases its offices in Australia and other countries under operating leases. Leases generally provide the right of renewal at which time all terms are renegotiated. Lease payments comprise a base amount and in some cases an incremental contingent rental. Contingent rents are normally based on movements in the CPI or market reviews. The Group recognizes right-of-use assets for these leases, except for short-term and low-value leases, refer to note 10 for further information.

Notes to the consolidated financial statements For the years ended 31 December 2023 and 2022 22 | P a g e 17 Related Party Transactions (a) Parent entities The Group is controlled by the following entities: Percentage owned 2023 Percentage owned 2022 Name Type Country of incorporation % % Casa Systems Inc. Ultimate parent entity and controlling party of NetComm Wireless Pty Ltd United States of America 100 100 Casa Technologies Pty Ltd Subsidiary of Casa Systems Inc and direct Parent of Casa Communications Holdings Pty Ltd Australia 100 100 Casa Communications Holdings Pty Ltd Direct parent of NetComm Wireless Pty Ltd Australia 100 100 (b) Key management personnel compensation There were no related party transactions other than transactions with Key Management Personnel. 2023 2022 $ $ Short-term benefits 1,154,893 1,294,501 Post-employment benefit 56,195 56,160 Other long-term benefits 223,657 272,236 Share-based benefits 719,543 660,091 Termination benefits - - Total Compensation paid to Key Management Personnel 2,154,288 2,282,988 (c) Amounts due to ultimate parent entity Casa Systems Inc 2023 2022 $000 $000 AMOUNTS PAYABLE TO ULTIMATE PARENT ENTITY Opening Balance (i) 13,413 13,115 Management fees charged (iii) 13,102 13,903 Management fees settled - (11,664) Interest charged 636 370 Interest paid - (834) Share based payments charged (ii) 912 1,021 Share based payments settled (ii) - (623) Advance received 3,234 - Payment A/R balance 1,838 - Accounts receivables presented net - refer to (d) below (7,420) (1,838) Other 119 (37) Balance at the end of the period 25,833 13,413 (i) Within the opening balance as at 1 January 2022, a loan payable is included between the Group and ultimate parent entity Casa Systems Inc, with a face value of $7,057,020. (ii) Please refer Note 18 for more details on Share based payments. (iii) Overhead costs incurred by Casa Systems Inc and allocated based on revenue and headcount allocation based on the Group’s Transfer Pricing policy.

Notes to the consolidated financial statements For the years ended 31 December 2023 and 2022 23 | P a g e 17 Related Party Transactions (Continued) (d) Amounts from / (to) ultimate parent entity Casa Systems Inc 2023 2022 $000 $000 AMOUNTS RECEIVABLE FROM ULTIMATE PARENT ENTITY Opening balance 1,838 2,298 Revenue invoiced to Casa Systems Inc 22,329 20,550 Receivable amounts settled (16,747) (21,010) Balance at the end of the period (presented within amounts payable) 7,420 1,838 (e) Amounts due from the Parent Entity Casa Technologies Pty Ltd 2023 2022 $000 $000 AMOUNTS RECEIVABLE FROM PARENT ENTITY Opening balance - 742 Withholding tax payments on behalf of Casa Technologies Pty Ltd 736 217 Payments executed by NetComm Wireless Pty Ltd on behalf of Casa Technologies to Casa Systems Inc - 10,476 Bad debt / expected credit loss / impairment receivable (i) (736) (11,435) Balance at the end of the period - - (i) Casa Technologies Pty Ltd went into voluntary administration subsequent to the year end, and all receivable balances are deemed to be unrecoverable. Refer to Note 21. (f) Amounts due to other Casa related parties 2023 2022 $000 $000 AMOUNTS PAYABLE TO OTHER CASA RELATED PARTIES Related party payable at the end of the period (i) 50 151 Management fees 339 538 (i) Other Casa related parties primarily relate to balances payable to Guangzhou Casa Communications. (g) Reconciliation 2023 2022 $000 $000 MANAGEMENT FEES – PROFIT & LOSS Management fees charged from Casa Systems Inc 13,102 13,903 Management fees charged from other Casa related parties 339 538 TOTAL MANAGEMENT FEES 13,441 14,441 CURRENT RELATED PARTY PAYABLES Amounts due to ultimate parent entity Casa Systems Inc 25,833 6,356 Amounts due to other Casa related parties 50 151 TOTAL CURRENT RELATED PARTY PAYABLES 25,883 6,507 NON-CURRENT RELATED PARTY PAYABLES Amounts due to ultimate parent entity Casa Systems Inc - 7,057 TOTAL NON-CURRENT RELATED PARTY PAYABLES - 7,057

Notes to the consolidated financial statements For the years ended 31 December 2023 and 2022 24 | P a g e 18 Share Based Payments Being a wholly owned subsidiary, NetComm Wireless Pty Ltd participate in the parent’s global stock incentive plan. The Group grants Casa Systems Inc. (parent entity) non-qualified stock options (NQOs) to eligible employees with a 10-year expiry period then are settled in equity. The Group also grants Casa Systems Inc. (parent entity) restricted stock units (RSUs) to eligible employees with a 10-year expiry period and a 25% annual vesting over 4-years. RSU holders receive shares of the parent’s stock upon vesting, net of shares traded to cover applicable tax withholdings. 2023 2022 $000 $000 Share-based payment expense 912 1,021 Movements during the periods: The following tables illustrates the number of, and movements in, share based incentives during the year: Stock Options 31 December 2023 31 December 2022 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Beginning Outstanding - - - - Granted 200,000 $3.60 200,000 $3.60 Exercised / Cancelled / forfeited / expired - - - - Vested / exercisable (100,000) $3.60 - - Ending Outstanding 100,000 $3.60 200,000 $3.60 Restricted Stock Units 31 December 2023 31 December 2022 Shares Weighted Average Grant Date FV Shares Weighted Average Grant Date FV Beginning Outstanding 470,926 $6.13 483,938 $6.63 Awarded - - 272,976 $3.46 Forfeited (79,723) - (56,552) - Vested / exercisable (189,226) (229,436) Ending Outstanding 391,203 $6.13 470,926 $6.13 The weighted average share price during the financial year was $1.63 (2022: $4.20). The weighted average remaining contractual life of restricted stock units at the end of the financial year was 7.5 years (2022: 8.5 years). Subsequent to year-end, the Group’s ultimate parent Casa Systems Inc, filed for Chapter 11 protection on 3 April 2024 and Casa Systems Inc was officially liquidated and declared bankrupt on 7 June 2024. The bankruptcy forfeited all stock options and restricted stock units. Refer to Note 21.

Notes to the consolidated financial statements For the years ended 31 December 2023 and 2022 25 | P a g e 19 Financial instruments Financial risk management objectives The Group’s activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and interest rate risk), credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the financial performance of the consolidated entity. The consolidated entity uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and other price risks, ageing analysis for credit risk and beta analysis in respect of investment portfolios to determine market risk. MARKET RISK Foreign currency risk The Group undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk through foreign exchange rate fluctuations. Foreign exchange risk arises from future commercial transactions and recognized financial assets and financial liabilities denominated in a currency that is not the entity's functional currency. The risk is measured using sensitivity analysis and cash flow forecasting. The carrying amount of the consolidated entity's foreign currency denominated financial assets and financial liabilities at the reporting date were as follows: 2023 2022 $000 $000 USD Cash and cash equivalents - AUD 1,015 1,430 Cash and cash equivalents - NZD 72 76 Cash and cash equivalents - CAD 16 - Cash and cash equivalents - EUR 152 2,885 Cash and cash equivalents - GBP 36 4 Trade and other receivables - AUD 2,988 1,830 Trade and other receivables - EUR 176 3,061 Trade and other payables - AUD (785) (1,345) Employee provisions - AUD (3,269) (3,451) Settlement liability - AUD (6,799) (9,880) Lease liability - AUD (1,257) (1,291) NET EXPOSURE (7,656) 222 The Group’s profit or loss has limited exposure to movements in foreign currencies as the Group and its subsidiaries substantially operated in United States Dollars, which is the companies within the Group’s functional currency. The foreign exchange loss recognized in financing costs in the profit and loss for the year ended 31 December 2023 was $178,000 (2022: loss of $987,000). Price risk The consolidated entity is not exposed to any significant price risk. Interest rate risk The Group is exposed to an interest rate risk in relation to the related party loan with Casa Systems Inc which is based on a fixed margin rate of 5% plus the applicable USD LIBOR rate. The Group does not have any external borrowings.

Notes to the consolidated financial statements For the years ended 31 December 2023 and 2022 26 | P a g e 19 Financial instruments (Continued) Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the consolidated entity. The consolidated entity has a strict code of credit, including obtaining agency credit information, confirming references and setting appropriate credit limits. The consolidated entity obtains guarantees where appropriate to mitigate credit risk. The maximum exposure to credit risk at the reporting date to recognized financial assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements. The consolidated entity does not hold any collateral. The consolidated entity has adopted a lifetime expected loss allowance in estimating expected credit losses to trade and other receivables through the use of a provisions matrix using fixed rates of credit loss provisioning. This includes external customer receivables and related party receivables. These provisions are considered representative across all customers and related parties of the consolidated entity based on recent sales experience, historical collection rates and forward-looking information that is available. Refer to note 6 for expected credit losses which have been revised at the end of each reporting period and refer to Note 17 for related party expected credit losses. Generally, trade receivables and other receivables are written off when there is no reasonable expectation of recovery. Indicators of this include the failure of a debtor or partner to engage in a repayment plan, no active enforcement activity and a failure to make contractual payments for a period greater than 1 year. LIQUIDITY RISK Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. Vigilant liquidity risk management requires the consolidated entity to maintain sufficient liquid assets (mainly cash and cash equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable. The consolidated entity manages liquidity risk by maintaining adequate cash reserves and maintaining the ability to borrow funds as required from its parent entity, including support from its new parent as outlined within the going concern section, to support current working capital requirements. Financing arrangements The consolidated entity has no external financing arrangement as of 31 December 2022 and 31 December 2023. Remaining contractual maturities The following tables detail the consolidated entity's remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position. Weighted average interest rate 1 year or less Between 1 and 2 years Between 2 and 5 years Over 5 years Total % $000 $000 $000 $000 $000 2023 Non-interest bearing Trade and other payables - 15,660 - - - 15,660 Amounts payable to related parties - 18,826 - - - 18,826 Settlement liability (i) - 3,420 3,420 - - 6,840 Lease liability (i) - 587 394 380 - 1,361 Interest-bearing: Variable rate Amounts payable to related parties (ii) 5.00% 7,057 - - - 7,057 TOTAL CONTRACTUAL LIABILITIES 45,550 3,814 380 - 49,744

Notes to the consolidated financial statements For the years ended 31 December 2023 and 2022 27 | P a g e 19 Financial instruments (Continued) Weighted average interest rate 1 year or less Between 1 and 2 years Between 2 and 5 years Over 5 years Total % $000 $000 $000 $000 $000 2022 Non-interest bearing Trade and other payables - 24,202 - - - 24,202 Amounts payable to related parties - 6,507 - - - 6,507 Settlement liability (i) - 3,388 3,388 3,388 - 10,164 Lease liability (i) - 1,053 582 767 - 2,402 Interest-bearing: Variable rate Amounts payable to related parties (ii) 5.00% - 7,057 - - 7,057 TOTAL CONTRACTUAL LIABILITIES 35,150 11,027 4,155 - 50,332 (i) Liabilities which are denominated in Australian Dollars were converted to the undiscounted United States Dollar by applying the FX rate at the reporting date. (ii) Interest-bearing related party payables incurs an interest rate of 5.00% plus applicable United States LIBOR rate. Fair value of financial instruments Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value. 20 Fair value measurement Fair value hierarchy The following tables detail the consolidated entity's assets and liabilities, measured or disclosed at fair value, using a three-level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly Level 3: Unobservable inputs for the asset or liability Level 1 Level 2 Level 3 Total $000 $000 $000 $000 2023 NBN Settlement (i) - - 6,799 6,799 TOTAL LIABILITIES 6,799 6,799 2022 NBN Settlement (i) - - 9,880 9,880 TOTAL LIABILITIES 9,880 9,880 (i) Refer to note 11 for NBN settlement liability. There were no transfers between levels during the financial year. The carrying amounts of trade and other receivables and trade and other payables are assumed to approximate their fair values due to their short-term nature. The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the current market interest rate that is available for similar financial liabilities.

Notes to the consolidated financial statements For the years ended 31 December 2023 and 2022 28 | P a g e 21 Events after the Reporting Date Following declining revenues, and unsuccessful attempts to sell or recapitalize the Group, on 11 March 2024, Cor Cordis was appointed as Voluntary Administrators of the Australian Group comprised of NetComm Wireless Pty Ltd, Casa Communications Holdings Pty Ltd and Casa Technologies Pty Ltd. During the voluntary administration process, the Group continued to trade although at a reduced capacity. On 1 June 2024, Casa Communications Holding Pty Ltd, completed the sale of 100% of the shares held in NetComm Wireless Pty Ltd to DZS Inc., a US company listed on the NADAQ, for the purchase consideration of $7m paid upon acquisition and a maximum earn-out of $3m subject to certain revenue targets to be achieved post-acquisition. DZS Inc. acquired the Group debt free as stipulated in the Share Purchase Agreement (SPA) between Casa Communications Holding Pty Ltd (seller) and DZS Inc. (buyer). Casa Communications Holdings Pty Ltd will remain liable for amounts payable to suppliers and/or other third parties not settled prior to completion. The Group’s ultimate parent Casa Systems Inc, filed for Chapter 11 protection on 3 April 2024 and Casa Systems Inc was officially liquidated and declared bankrupt on 7 June 2024. 22 INTEREST IN SUBSIDIARIES The consolidated financial statements incorporate the assets, liabilities and results of the following wholly-owned subsidiaries in accordance with the accounting policy described in Note 1 (a): Percentage owned 2023 Percentage owned 2022 Name of subsidiary Country of incorporation % % NetComm Wireless (NZ) Limited New Zealand 100 100 NetComm Wireless Inc. United States of America 100 100 NetComm Wireless (UK) Limited United Kingdom 100 100 NetComm Wireless (Germany) GMBH Germany 100 100 C10 Communications Pty Limited Australia 100 100

Tel: +61 2 9251 4100 Fax: +61 2 9240 9821 www.bdo.com.au Level 11, 1 Margaret Street Sydney NSW 2000 Australia BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation. INDEPENDENT AUDITOR'S REPORT To the Shareholder and Board of Directors NetComm Wireless Pty Ltd Sydney, New South Wales, Australia Opinion We have audited the consolidated financial statements of NetComm Wireless Pty Ltd (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as of December 31, 2023 and 2022, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the years then ended, and the related notes to the financial statements. In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Group as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the period then ended in accordance with international financial reporting standards issued by the International Accounting Standards Board and Interpretations (collectively “IFRS”). Basis for opinion We conducted our audit in accordance with auditing standards generally accepted in the United States of America (‘GAAS’). Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Statements section of our report. We are required to be independent of the Group and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Responsibilities of the directors for the Consolidated Financial Statements The directors of the company are responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, the directors are required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Group’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued or available to be issued.

Auditor’s responsibilities for the audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements. In performing an audit in accordance with GAAS, we: • Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. Accordingly, no such opinion is expressed. • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements. • Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Group’s ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control- related matters that we identified during the audit. BDO Audit Pty Ltd Sydney, NSW, Australia August 28, 2024

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”), gives effect to the divestiture of the Company’s Asia business and the NetComm Acquisition, 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 were 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 combination of cash and contingent consideration (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.

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 and the NetComm Acquisition as if they had occurred on January 1, 2023. The unaudited pro forma condensed consolidated balance sheet as of June 30, 2024, was not necessary as both the Asia business divestiture and the NetComm Acquisition are already reflected in the condensed consolidated balance sheet as of June 30, 2024, included in the Form 10-Q as filed on September 3, 2024.

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 DZS 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 DZS’ Quarterly Report on Form 10-Q filed with the SEC on September 3, 2024,

•the historical audited consolidated financial statements of DZS as of and for the year ended December 31, 2023, and the related notes in accordance with U.S. GAAP, which are included in DZS’ 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 presented as exhibits to this Form 8-K/A, and prepared in accordance with IFRS, and

•other information related to DZS and NetComm contained in this Current Report.

DZS’ 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 and the NetComm Acquisition, (ii) factually supportable, and (iii) with respect to the unaudited pro forma statement of comprehensive loss, expected to have a continuing impact on results. 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 or the NetComm Acquisition.

The pro forma adjustments are based upon available information and assumptions that management believes reasonably reflect the Asia business divestiture and the NetComm Acquisition. 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 and the NetComm Acquisition 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 Statement of Comprehensive Income (Loss)
For the six months ended June 30, 2024
(In thousands, except per share data)

			NetComm		Other
	Historical		Historical		Pro Forma
	Note 3 (a)		Note 3 (b)		Adjustments		Note 3	Pro Forma
Net revenue	$	58,733	$	17,630	$	—		$	76,363
Cost of revenue	35,681		13,298		—			48,979
Gross profit	23,052		4,332		—			27,384
Operating expenses:
Research and product development	14,458		3,502		59		(d)	18,019
Selling, marketing, general and administrative	34,028		3,252		—			37,280
Related party management fees	—		602		(602)		(f)	—
Restructuring and other charges	244		—		—			244
Amortization of intangible assets	2,380		—		925		(g)	3,305
Total operating expenses	51,110		7,356		382			58,848
Operating loss	(28,058)		(3,024)		(382)			(31,464)
Interest expense, net	(2,618)		30		(2,027)		(h) (i)	(4,615)
Bargain purchase gain	41,544		—		—			41,544
Other expense, net	(554)		—		—			(554)
Income (Loss) before income taxes	10,314		(2,994)		(2,409)			4,911
Income tax provision	776		—		—		(n)	776
Net income (loss) from continuing operations	9,538		(2,994)		(2,409)			4,135
Loss from discontinued operations (net of income tax benefit)	(3,319)		—		3,319		(j)	—
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)		910			1,332

Foreign currency translation adjustments	(1,795)		—		1,357		(k)	(438)
Reclassification of foreign currency translation adjustments	12,023		—		—			12,023
Actuarial loss	(72)		—		—			(72)
Comprehensive income (loss)	$	13,572	$	(2,994)	$	2,267		$	12,845
Net income from continuing operations per share
Basic	$	0.25						$	0.11
Diluted	$	0.25						$	0.11
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		Other
	Historical		Divestiture		Historical		Pro Forma
	Note 3 (a)		Note 3 (c)		Note 3 (b)		Adjustments		Note 3	Pro Forma
Net revenue	$	244,541	$	(123,296)	$	92,189	$	—		$	213,434
Cost of revenue	204,102		(102,169)		64,888		5,092		(l)	171,913
Gross profit	40,439		(21,127)		27,301		(5,092)			41,521
Operating expenses:
Research and product development	55,780		(21,225)		14,336		120		(d)	49,011
Selling, marketing, general and administrative	88,260		(18,019)		10,522		(255)		(e) (m)	80,508
Restructuring and impairment charges	4,491		—		—		—			4,491
Related party management fees	—		—		13,441		(13,441)		(f)	—
Related party receivable impairment	—		—		736		(736)		(f)	—
Impairment of long-lived assets	3,073		(1,560)		—		—			1,513
Impairment of goodwill	12,594		(1,642)		—		—			10,952
Amortization of intangible assets	5,230		—		—		2,189		(g)	7,419
Total operating expenses	169,428		(42,446)		39,035		(12,123)			153,894
Operating loss	(128,989)		21,319		(11,734)		7,031			(112,373)
Interest expense, net	(3,992)		1,292		(937)		(2,858)		(h) (i)	(6,495)
Loss on extinguishment of debt	(594)		—		—		—			(594)
Other income (expense), net	(864)		1,084		(178)		—			42
Income/(loss) before income taxes	(134,439)		23,695		(12,849)		4,173			(119,420)
Income tax provision (benefit)	779		(65)		128		—			842
Net loss	(135,218)		23,760		(12,977)		4,173			(120,262)

Foreign currency translation adjustments	(2,844)		—		—		1,819		(k)	(1,025)
Actuarial loss	(941)		—		—		—			(941)
Comprehensive loss	$	(139,003)	$	23,760	$	(12,977)	$	5,992		$	(122,228)
Net loss per share
Basic	$	(4.29)								$	(3.81)
Diluted	$	(4.29)								$	(3.81)
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 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 and the NetComm Acquisition had occurred on January 1, 2023. As the Asia business divestiture and the NetComm Acquisition were already reported within the historical consolidated balance sheet as of June 30, 2024, included in the Form 10-Q as filed on September 3, 2024, no pro forma adjustments for this transaction were required in the pro forma condensed consolidated balance sheet.

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.”

2. ACCOUNTING POLICIES

Upon completion of the NetComm Acquisition, management performed a comprehensive review of NetComm’s accounting policies. Based on management’s initial analysis, management has not identified any material differences between NetComm’s accounting policies in accordance with IFRS from DZS’ accounting policies in accordance with U.S. GAAP that would have a material impact on the unaudited pro forma condensed combined financial information with the exception of those specifically denoted in Note 3.

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 and the NetComm Acquisition 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 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.

(e)Represents the adjustment of $0.3 million of amortization expense from “Selling, marketing, general, and administrative” for the year ended December 31, 2023.

(f)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.

(g)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.

(h)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.

(i)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.

(j)Reflects the removal of the loss from discontinued operations from the Asia business for the six-month period ended June 30, 2024

(k)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

(l)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.

(m)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.

(n)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.

DZS INC. AND SUBSIDIARIES

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

(in millions, except per share figures)

3. NET INCOME/(LOSS) PER SHARE

Represents the net income/(loss) per share calculated using the historical weighted average shares outstanding, assuming the Asia business divestiture and the NetComm Acquisition occurred on January 1, 2023. Although the Asia business divestiture and the NetComm Acquisition 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	$	(120,262)	$	4,135
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	$	(3.81)	$	0.11
Net income/(loss) per share - diluted	$	(3.81)	$	0.11

The following potential outstanding securities were excluded from the computation of pro forma net income/(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

Exhibit 99.3

DZS INC. AND SUBSIDIARIES

Unaudited Reconciliation of GAAP to Non-GAAP Pro Forma Results

($ in thousands, except per share data)

Set forth below are reconciliations of Non-GAAP Cost of Revenue, Non-GAAP Gross Profit, Non-GAAP Operating Expenses, Non-GAAP Operating Income (Loss) (also referred to as Adjusted EBITDA), Non-GAAP Net Income (Loss), and Non-GAAP Net Income (Loss) per Diluted Share to GAAP Cost of Revenue, Gross Profit, Operating Expenses, Operating Income (Loss), Net Income (Loss), and Net Income (Loss) per Diluted Share, respectively, which the Company considers to be the most directly comparable U.S. GAAP financial measures.


	Six Months Ended June 30, 2024 - Pro Forma
	Cost of Revenue		Gross Profit		Gross Margin Percentage		Operating Expenses		Operating Income (Loss)		Net Income (Loss)		Net Income (Loss) per Diluted Share
GAAP amount	$	48,979	$	27,384	35.9%		$	58,848	$	(31,464)	$	4,135	$	0.11
Adjustments to GAAP amounts:
Depreciation and amortization	(142)		142		0.2%		(4,394)		4,536		4,536		0.12
Stock-based compensation	(76)		76		0.1%		(4,366)		4,442		4,442		0.12
Restructuring and other charges	(118)		118		0.2%		(244)		362		362		0.01
Acquisition costs							(910)		910		910		0.02
Litigation and restatement							(7,416)		7,416		7,416		0.20
Amortization of capitalized costs							(606)		606		606		0.02
Bargain purchase gain											(41,544)		(1.10)
Unrealized foreign exchange (gains) losses											561		0.01
Non-GAAP adjustments to tax rate											491		0.01
Tax effect on Non-GAAP adjustments											(1,317)		(0.04)
Adjusted (Non-GAAP) amount	$	48,643	$	27,720	36.3	%	$	40,912	$	(13,192)	$	(19,402)	$	(0.52)


	Twelve Months Ended December 31, 2023 - Pro Forma
	Cost of Revenue		Gross Profit		Gross Margin Percentage		Operating Expenses		Operating Income (Loss)		Net Income (Loss)		Net Income (Loss) per Diluted Share
GAAP amount	$	171,913	$	41,521	19.5%		$	153,894	$	(112,373)	$	(120,262)	$	(3.81)
Adjustments to GAAP amounts:
Depreciation and amortization	(312)		312		0.1%		(9,982)		10,294		10,294		0.33
Stock-based compensation	(985)		985		0.5%		(12,807)		13,792		13,792		0.44
Restructuring and other charges	(6,731)		6,731		3.2%		(4,491)		11,222		11,222		0.36
Acquisition costs							230		(230)		(230)		(0.01)
Executive transition							2		(2)		(2)		—
Litigation and restatement							(6,257)		6,257		6,257		0.20
Amortization of capitalized costs							(1,130)		1,130		1,130		0.04
Bad debt expense, net of recoveries							493		(493)		(493)		(0.02)
Goodwill impairment							(10,952)		10,952		10,952		0.35
Long lived assets impairment							(1,513)		1,513		1,513		0.05
Loss on debt extinguishment											594		0.02
Unrealized foreign exchange (gains) losses											57		—
Non-GAAP adjustments to tax rate											22,469		0.71
Tax effect on Non-GAAP adjustments											(9,861)		(0.31)
Adjusted (Non-GAAP) amount	$	163,885	$	49,549	23.2	%	$	107,487	$	(57,938)	$	(52,568)	$	(1.65)

Non-GAAP Measures

To supplement DZS’s consolidated financial statements presented in accordance with GAAP, DZS reports Adjusted Cost of Revenue, Adjusted Gross Margin, Adjusted Operating Expenses, Adjusted Operating Income (Loss), Adjusted Net Income (including on a per share basis), EBITDA, and Adjusted EBITDA, which are non-GAAP measures DZS believes are appropriate to provide meaningful comparison with, and to enhance an overall understanding of, DZS’s past financial performance and prospects for the future. DZS believes these non-GAAP financial measures provide useful information to both management and investors by excluding specific items that DZS believes are not indicative of core operating results. These items share one or more of the following characteristics: they are unusual and DZS does not expect them to recur in the ordinary course of its business; they do not involve the expenditure of cash; they are unrelated to the ongoing operation of the business in the ordinary course; or their magnitude and timing is largely outside of the Company’s control. Further, each of these non-GAAP measures of operating performance are used by management, as well as industry analysts, 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 DZS 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.

DZS defines Adjusted Cost of Revenue as GAAP Cost of Revenue less (i) depreciation and amortization, (ii) stock-based compensation, (iii) restructuring charges, including freight charges and other elevated inventory related costs directly related to the transition to a contract manufacturer, and (iv) the impact of material transactions or events that we believe are not indicative of our core product cost and are not expected to be recurring in nature. We believe Adjusted Cost of Revenue provides the investor more accurate information regarding the actual cost of our products and services, excluding the impact of costs of revenue that are not routine components of our core product cost, for better comparability of our costs of revenue between periods and to other companies.

DZS defines Adjusted Gross Margin as GAAP Gross Margin less (i) depreciation and amortization, (ii) stock-based compensation, (iii) restructuring charges, including freight charges and other elevated inventory related costs directly related to the transition to a contract manufacturer, and (iv) the impact of material transactions or events that we believe are not indicative of our core operating performance and are not expected to be recurring in nature. We believe Adjusted Gross Margin provides the investor more accurate information regarding our core profit margin on sales, excluding the impact of cost of revenue that are not routine components of our core product cost, for better comparability of gross margin between periods and to other companies.

DZS defines Adjusted Operating Expenses as GAAP operating expenses plus or minus (as applicable) (i) depreciation and amortization, (ii) stock-based compensation, and (iii) the impact of material transactions or events that we believe are not indicative of our core operating performance, such as acquisition costs, restructuring and other charges, including termination related benefits, headquarters and facilities relocation, executive transition, bad debt expense primarily related to a large customer in India, goodwill and long lived assets impairment, restatement related costs, and legal costs related to certain litigation, each of which is not expected to be recurring in nature. We believe Adjusted Operating Expenses provides the investor more accurate information regarding our core operating expenses, which include research and development costs, selling, general and administrative costs, and amortization of intangible assets, excluding the impact of charges that are not routine components of our core operating expenses, for better comparability between periods and to other companies.

DZS defines EBITDA as Net Income (Loss) plus or minus (as applicable) (i) interest expense, net, (ii) income tax provision (benefit), and (iii) depreciation and amortization expense.

DZS defines Adjusted Operating Income (Loss), or Adjusted EBITDA, as GAAP Operating Income (Loss) plus or minus (as applicable) (i) depreciation and amortization, (ii) stock-based compensation, and (iii) the impact of material transactions or events that we believe are not indicative of our core operating performance, such as acquisition costs, restructuring and other charges, including termination related benefits, headquarters and facilities relocation, executive transition, bad debt expense primarily related to a large customer in India, goodwill and long lived assets impairment, restatement related costs, and legal costs related to certain litigation, each of which is not expected to be recurring in nature. We believe Adjusted Operating Income (Loss) provides the investor more accurate information regarding our core operating Income (Loss), excluding the impact of charges that are not routine components of our core operating expenses, for better comparability between periods and to other companies. The DZS definition of Adjusted Operating Income (Loss) equates to the DZS definition of Adjusted EBITDA.

DZS defines Non-GAAP Net Income (Loss) as GAAP Net Income plus or minus (as applicable) (i) depreciation and amortization, (ii) stock-based compensation, (iii) the impact of material transactions or events that we believe are not indicative of our core operating performance, such as acquisition costs and bargain purchase gain, restructuring and other charges, including termination related benefits and restructuring charges, including freight charges and other elevated inventory related costs directly related to the transition to a contract manufacturer, headquarters and facilities relocation, executive transition, bad debt expense primarily related to a large customer in India, goodwill and long lived assets impairment, debt extinguishment, restatement related costs, and legal costs related to certain litigation, each of which is not expected to be recurring in nature, (iv) unrealized foreign exchange gains and losses, (v) a non-GAAP income tax benefit (provision) based on an estimated tax rate applied against forecasted annual non-GAAP income and (vi) the tax effect of non-GAAP adjustments to Adjusted Net Income and Adjusted EPS. DZS determines non-GAAP income taxes by computing an annual rate for the Company and applying that single rate (rather than multiple rates by jurisdiction) to its consolidated quarterly results. For 2024, the non-GAAP income tax rate was -5.8% and for 2023 the rate was 18.1%. DZS expects that this methodology will provide a consistent rate throughout the year and allow investors to better understand the impact of income taxes on its results. Due to the methodology applied to its estimated annual tax rate, the Company’s estimated tax rate on non-GAAP income will differ from its GAAP tax rate and from its actual tax liabilities. DZS believes Non-GAAP Net Income (Loss) provides the investor more accurate information regarding our core income, excluding the impact of charges that are not routine components of our core product cost or core operating expenses, for better comparability between periods and to other companies.

Cover	May 31, 2024
Cover [Abstract]
Document Type	8-K/A
Document Period End Date	May 31, 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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