As used in this Quarterly Report on Form 10-Q, unless the context suggests otherwise, the terms "DZS," the "Company" "we," "our" and "us" refer to DZS Inc. and its subsidiaries.

Forward-Looking Statements



This Quarterly Report on Form 10-Q, including "Management's Discussion and
Analysis of Financial Condition and Results of Operations," contains
forward-looking statements regarding future events and our future results that
are subject to the safe harbors created under the Securities Act of 1933 (the
"Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act").
These statements are based on current expectations, estimates, forecasts, and
projections about the industries in which we operate, and reflect the beliefs
and assumptions of our management as of the date hereof.

We use words such as "anticipate," "believe," "continue," "could," "estimate,"
"expect," "forecast," "goal," "intend," "may," "plan," "project," "seek,"
"should," "target," "will," "would," variations of such words, and similar
expressions to identify forward-looking statements. In addition, statements that
refer to projections of earnings, revenue, costs or other financial items in
future periods; anticipated growth and trends in our business, industry or key
markets; cost synergies, growth opportunities and other potential financial and
operating benefits of our acquisitions; future growth and revenues from our
products; our plans and our ability to refinance or repay our existing
indebtedness prior to the applicable maturity dates; our ability to access
capital to fund our future operations; future economic conditions and
performance; the impact of the global outbreak of COVID-19, also known as the
coronavirus; the impact of interest rate and foreign currency fluctuations;
anticipated performance of products or services; competition; plans, objectives
and strategies for future operations, including our pursuit or strategic
acquisitions and our continued investment in research and development; other
characterizations of future events or circumstances; and all other statements
that are not statements of historical fact, are forward-looking statements
within the meaning of the Securities Act and the Exchange Act. Although we
believe that the assumptions underlying the forward-looking statements are
reasonable, we can give no assurance that our expectations will be attained.
Readers are cautioned not to place undue reliance on such forward-looking
statements, which are being made as of the date of this Quarterly Report on Form
10-Q. Except as required by law, we undertake no obligation to update any
forward-looking statements, whether as a result of new information, future
events or otherwise.

Factors which could have a material adverse effect on our operations and future
prospects or which could cause actual results to differ materially from our
expectations include factors discussed in Part I, Item 1A "Risk Factors" of our
Annual Report on Form 10-K, as well as factors described from time to time in
our future reports filed with the U.S. Securities and Exchange Commission (the
"SEC").

OVERVIEW

We are a global provider of access and optical networking infrastructure and
cloud software solutions that enable the emerging hyper-connected,
hyper-broadband world and broadband experiences. The Company provides a wide
array of reliable, cost-effective networking technologies and software to a
diverse customer base.

We research, develop, test, sell, manufacture and support platforms in the areas
of mobile transport and fixed broadband access, as discussed below. We have
extensive regional development and support centers around the world to support
our customer needs.

Our solutions and platforms portfolio include products in the Access Edge, Subscriber Edge, Optical Edge, and Cloud Software.


Access Edge. Our DZS Velocity portfolio offers a variety of solutions for
carriers and service providers to connect residential and business customers,
either using high-speed fiber or leveraging their existing deployed copper
networks to offer broadband services to customer premises. Once our broadband
access products are deployed, the service provider can offer voice,
high-definition and ultra-high-definition video, highspeed internet access and
business class services to their customers. In addition, the switching and
routing products we provide in this space offer a high-performance and
manageable solution that bridges the gap from carrier access technologies to the
core network. XCelerate by DZS increases the velocity with which service
providers can leap to multi-gigabit services at scale by enabling rapid
transition from Gigabit Ethernet Passive Optical Network ("GPON") to 10 Gigabit
Symmetrical Passive Optical Network ("XGS-PON") and Gigabit Ethernet to 10
Gigabit Ethernet via any service port across a range of existing DZS Velocity
chassis and 10 gig optimized stackable fixed form factor units.


Subscriber Edge. Our DZS Helix connected premises product portfolio offers a
large collection of optical network terminals ("ONTs") and smart gateway
solutions for any fiber to the "x" ("FTTx") deployment. DZS ONTs and Smart
Gateway platforms are designed for high bandwidth services being deployed to the
home or business. Our connected premises portfolio consists of indoor/outdoor
ONTs and gateways delivering best-in-class data and WiFi

                                       21
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throughout the premises to support the most demanding FTTx applications. The product feature set gives service providers an elegant migration path from legacy to soft switch architectures without replacing ONTs.


Optical Edge. Our DZS Chronos portfolio provides a robust, manageable and
scalable solution for mobile operators and service providers that enable them to
upgrade their mobile fronthaul/midhaul/backhaul ("xHaul") systems and migrate to
fifth generation wireless technologies ("5G") and beyond as well as deliver
robust edge transport. DZS Chronos provides a full range of 5G-ready xHaul and
coherent optical capable solutions that are open, software-defined, and field
proven. Our mobile xHaul and edge transport products may be collocated at the
radio access node base station and can aggregate multiple radio access node base
stations into a single backhaul for delivery of mobile traffic to the radio
access node network controller or be leveraged as transport vehicles for FTTx
deployments. Our products support pure Ethernet switching as well as layer 3 IP
and Multiprotocol Label Switching ("MPLS"), and we interoperate with other
vendors in these networks.

Cloud Software. Our DZS Cloud platform provides software capabilities
specifically in the areas of network orchestration, application slicing,
automation, analytics, service assurance, and consumer broadband experience. Via
our DZS Xtreme solutions we offer a commercial, carrier-grade network-slicing
enabled orchestration platform complementing our position with physical network
devices supporting Open RAN ("O-RAN") and 4G/5G networks. Communications service
providers are implementing software defined networking ("SDN") and network
functions virtualization ("NFV") architectures to reduce reliance on proprietary
systems and hardware, which increase service agility, flexibility, and
deployment of new network services while lowering costs. Via our DZS Xperience
solutions, we enable advanced WiFi experience management and analytics
solutions. Communications service providers are implementing experience and
service assurance solutions to reduce support costs, including specifically the
costs of WiFi troubleshooting and truck rolls, improve service performance and
customer satisfaction, and ultimately reduce subscriber churn and increase
average revenue per user (ARPU).

Our key financial objectives include the following:

Increasing revenue while continuing to carefully control costs;

Continuing investments in strategic research and product development activities that will provide the maximum potential return on investment

Minimizing consumption of our cash and cash equivalents; and

Improving gross margin through a wide range of initiatives, including an increase in the mix of recurring software revenue.

RECENT DEVELOPMENTS



On February 9, 2022, the Company entered into a Credit Agreement with the
Company, as borrower, certain subsidiaries of the Company, as guarantors, the
lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
The Credit Agreement originally provided for revolving loans in an aggregate
principal amount of up to $30.0 million, up to $15.0 million of which is
available for letters of credit, and was scheduled to mature on February 9,
2024. On May 27, 2022, the Company entered into a First Amendment to Credit
Agreement, which amends the Credit Agreement dated February 9, 2022. The
Amendment, among other things, provides for a Term Loan in an aggregate
principal amount of $25.0 million with a maturity date of May 27, 2027 and
extends the maturity date of the $30.0 million Revolving Credit Facility to May
27, 2025. On May 27, 2022, the Company borrowed the full amount of the Term Loan
to finance the ASSIA Acquisition discussed below. During the third quarter of
2022, the Company borrowed $9.0 million and repaid $2.0 million under the
revolving facility.

On May 27, 2022, the Company acquired certain assets and liabilities of ASSIA,
an industry pioneer of broadband access quality-of-experience software
solutions. The core assets acquired include the CloudCheck® Wi-Fi experience
management and Expresse® access network optimization software solutions. These
software solutions add powerful data analytics and network intelligence
capabilities to DZS Cloud, including cloud-managed WiFi solutions, access
network optimization and intelligent automation tools. The total purchase
consideration was $25.0 million, including a $2.5 million holdback that will be
released 13 months following the transaction close date. In October 2022, the
Company agreed to pay an additional $1.35 million of purchase consideration to
settle certain unresolved matters related to the ASSIA acquisition.

On September 17, 2022, DZS signed an agreement with Fabrinet, a third-party
provider of electro-mechanical and electronic manufacturing and distribution
services, to transition the sourcing, procurement, order-fulfillment,
manufacturing and return merchandise authorization activities in the Company's
Seminole, Florida facility to Fabrinet. The agreement was announced on October
4, 2022 and the transition to Fabrinet began in October 2022 with the goal of
being fully operational by the beginning of 2023. Post transition, the DZS
Seminole, Florida-based operations, supply chain and manufacturing workforce
will be reduced by approximately two-thirds and the remaining team will be
relocated to an appropriately sized facility.

                                       22
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RESULTS OF OPERATIONS

The table below presents the unaudited condensed consolidated statement of (loss) income with year-over-year changes (in thousands except percent change).



                                Three months ended                       

Nine months ended September


                                  September 30,                                      30,
                               2022            2021        % change         2022             2021        % change

Net revenue                 $  107,394       $  88,412          21.5 %   $  275,514       $  252,143           9.3 %
Cost of revenue                 70,864          56,213          26.1 %      187,216          164,771          13.6 %
Gross profit                    36,530          32,199          13.5 %       88,298           87,372           1.1 %
Operating expenses:
Research and product
development                     15,499          11,707          32.4 %       39,691           34,788          14.1 %
Selling, marketing,
general and
administrative                  23,698          19,539          21.3 %       61,953           69,619         -11.0 %
Restructuring and other
charges                            601           6,754         -91.1 %        1,393           12,098         -88.5 %
Impairment of long-lived
assets                             827               -         100.0 %          827            1,735         -52.3 %
Amortization of
intangible assets                1,190             312         281.4 %        1,948              888         119.4 %
Total operating expenses        41,815          38,312           9.1 %      105,812          119,128         -11.2 %
Operating loss                  (5,285 )        (6,113 )       -13.5 %      (17,514 )        (31,756 )       -44.8 %
Interest income                     47              20         135.0 %          120               81          48.1 %
Interest expense                  (446 )           (49 )       810.2 %         (773 )           (326 )       137.1 %
Other income (expense),
net                             (1,984 )           922        -315.2 %       (2,847 )          1,633        -274.3 %
Loss before income taxes        (7,668 )        (5,220 )        46.9 %      (21,014 )        (30,368 )       -30.8 %
Income tax provision
(benefit)                        6,128             676         806.5 %        1,858            2,032          -8.6 %
Net loss                    $  (13,796 )     $  (5,896 )       134.0 %   $  (22,872 )     $  (32,400 )       -29.4 %

The table below presents the unaudited condensed consolidated statement of (loss) income as a percentage of total net revenue for the periods indicated.



                                         Three months ended September 30,   

Nine months ended September 30,


                                          2022                     2021               2022                     2021
Net revenue                                     100 %                    100 %              100 %                    100 %
Cost of revenue                                  66 %                     64 %               68 %                     65 %
Gross profit                                     34 %                     36 %               32 %                     35 %
Operating expenses:
Research and product development                 14 %                     13 %               14 %                     14 %
Selling, marketing, general and
administrative                                   22 %                     22 %               22 %                     28 %
Restructuring and other charges                   1 %                      8 %                1 %                      5 %
Impairment of long-lived assets                   1 %                      -                  -                        1 %
Amortization of intangible assets                 1 %                      -                  1 %                      -
Total operating expenses                         39 %                     43 %               38 %                     48 %
Operating income (loss)                          (5 )%                    (7 )%              (6 )%                   (13 )%
Interest income                                   -                        -                  -                        -
Interest expense                                  -                        -                  -                        -
Other income (expense), net                      (2 )%                     1 %               (1 )%                     1 %
Income (loss) before income taxes                (7 )%                    (6 )%              (7 )%                   (12 )%
Income tax provision (benefit)                    6 %                      1 %                1 %                      1 %
Net income (loss)                               (13 )%                    (7 )%              (8 )%                   (13 )%


Net Revenue

The following table presents our revenues by source (in millions):



                              Three months ended September 30,              

Nine months ended September 30,


                           2022              2021          % change         2022              2021          % change
Products                $      91.7       $     82.9            10.6 %   $     247.5       $     237.1            4.4 %
Services and software          15.7              5.5           185.5 %          28.0              15.1           85.4 %
Total                   $     107.4       $     88.4            21.5 %   $     275.5       $     252.2            9.2 %




                                       23

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For the three months ended September 30, 2022, product revenue increased by
10.6% or $8.8 million to $91.7 million from $82.9 million in the same period
last year. The increase in product revenue during the period was primarily
attributable to higher spending levels from our major customers in Asia,
partially offset by the impact of unfavorable foreign exchange rate
fluctuations. Service and software revenue represents revenue from maintenance
and other services associated with product shipments as well as ASSIA related
software revenue. The increase in service and software revenue was primarily due
to the increased product and software sales, including revenue related to ASSIA.

For the nine months ended September 30, 2022, product revenue increased by 4.4%
or $10.4 million to $247.5 million from $237.1 million in the same period last
year. The increase in product revenue during the period was primarily
attributable to increased sales of our mobile transport and fixed broadband
connectivity products and partly as a result of recovering from the impacts of
the COVID-19 pandemic. The increase in service and software revenue was
primarily due to the increased product and software sales and revenue related to
the ASSIA Acquisition.

The following table presents our revenues by geographical concentration (in millions):



                              Three months ended September 30,              

Nine months ended September 30,


                           2022              2021           % change         2022              2021          % change
Americas                $      27.6       $     27.3              1.1 %   $      78.9       $      74.0            6.6 %
Europe, Middle East,
Africa                         26.6             20.4             30.4 %          58.4              55.0            6.2 %
Asia                           53.2             40.7             30.7 %         138.2             123.2           12.2 %
Total                   $     107.4       $     88.4             21.5 %   $     275.5       $     252.2            9.2 %

Our geographic diversification reflects the combination of market demand, a strategic focus on capturing market share through new customer wins and new product introductions.



From a geographical perspective, the increase in net revenue for the three and
nine months ended September 30, 2022 was attributable to increased revenue in
all regions driven by increased spending levels from our major customers and
revenue related to the ASSIA Acquisition.

For the three and nine months ended September 30, 2022, one customer accounted
for 12% of net revenue. For the three months ended September 30, 2021, two
customers accounted for 15% and 11% of net revenue, respectively. For the nine
months ended September 30, 2021, two customers accounted for 18% and 12% of net
revenue, respectively.

We anticipate that our results of operations in any given period may depend to a
significant extent on sales to a small number of large customers. As a result,
our revenue for any quarter may be subject to significant volatility based upon
changes in orders from one or a small number of key customers.

Cost of Revenue and Gross Profit



Total cost of revenue increased by 26.1% to $70.9 million for the three months
ended September 30, 2022, compared to $56.2 million for the three months ended
September 30, 2021. Total cost of revenue was 66.0% of net revenue for the three
months ended September 30, 2022, compared to 63.6% of net revenue for the three
months ended September 30, 2021, which resulted in an decrease in gross profit
percentage to 34.0% for the three months ended September 30, 2022 from 36.4% for
the three months ended September 30, 2021. The increase in total cost of revenue
was primarily due to an increase in revenue combined with fees paid to expedite
certain product components, while the decrease in gross profit percentage was
primarily due to the change in number and mix of products sold, including the
geographic mix of those sales, negative exchange rate impacts on revenues and
such expedite fees.

Total cost of revenue increased by 13.6% to $187.2 million for the nine months
ended September 30, 2022, compared to $164.8 million for the nine months ended
September 30, 2021. Total cost of revenue was 68.0% of net revenue for the nine
months ended September 30, 2022, compared to 65.3% of net revenue for the nine
months ended September 30, 2021, which resulted in an decrease in gross profit
percentage to 32.0% for the nine months ended September 30, 2022 from 34.7% for
the nine months ended September 30, 2021. The increase in total cost of revenue
was primarily due to an increase in revenue combined with fees paid to expedite
certain product components, while the decrease in gross profit percentage was
primarily due to the change in number and mix of products sold, including the
geographic mix of those sales, negative exchange rate impacts on revenues and
such expedite fees.

Operating Expenses

Research and Product Development Expenses: Research and product development expenses include personnel costs, outside contractor and consulting services, depreciation on lab equipment, costs of prototypes and overhead allocations.



Research and product development expenses increased by 32.4% to $15.5 million
for the three months ended September 30, 2022 compared to $11.7 million for the
three months ended September 30, 2021. Research and product development expenses
increased by 14.1% to $39.7 million for the nine months ended September 30, 2022
compared to $34.8 million for the nine

                                       24
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months ended September 30, 2021. The increase in research and product development expenses was primarily due to strategic hiring decisions in research, development, and product line management with the intent to accelerate growth and capture market share and the ASSIA Acquisition.

We intend to continue to invest in research and product development to attain our strategic product development objectives, while seeking to manage the associated costs through expense controls.



Selling, Marketing, General and Administrative Expenses: Selling, marketing,
general and administrative expenses include personnel costs for sales,
marketing, administration, finance, information technology, human resources and
general management as well as legal and accounting expenses, rent, utilities,
trade show expenses and related travel costs.

Selling, marketing, general and administrative expenses increased by 21.3% to
$23.7 million for the three months ended September 30, 2022 compared to $19.5
million for the three months ended September 30, 2021. The increase was
primarily due to higher stock-based compensation and strategic hiring decisions
across sales and administration with the intent to accelerate growth and capture
market share.

Selling, marketing, general and administrative expenses decreased by 11.0% to
$62.0 million for the nine months ended September 30, 2022 compared to $69.6
million for the nine months ended September 30, 2021. The decrease was primarily
due to $14.2 million of bad debt expense recorded in the first quarter of 2021
for one customer in India. Refer to Note 1 in the Notes to Unaudited Condensed
Consolidated Financial Statements for further information on the bad debt
expense. The above impact was partially offset by higher stock-based
compensation and strategic hiring decisions across sales and administration with
the intent to accelerate growth and capture market share.

Restructuring and Other Charges: Restructuring and other charges for the nine
months ended September 30, 2022 and 2021 related primarily to the strategic
decisions in the third quarter of 2022 to outsource manufacturing from the
Company's Seminole, Florida facility to Fabrinet, and in 2021, to transition DZS
GmbH and Optelian to sales and research and development centers. For the three
months ended September 30, 2022, the Company recorded $0.6 million, consisting
of $0.2 million of personnel costs and $0.4 million of inventory valuation
adjustments related to the Seminole transition and for the nine months ended
September 30, 2022, the Company recorded $1.4 million, consisting of $0.6
million related to the Seminole transition and $0.8 million of logistics costs
and professional services related to legal and accounting support for the DZS
GmbH transition. See Note 9 Restructuring and Other Charges of the Notes to
Unaudited Condensed Consolidated Financial Statements, for further information.

Impairment of Long-lived Assets: Impairment of long-lived assets for the three
and nine months ended September 30, 2022 was $0.8 million for the right-of use
assets from operating leases in connection with vacating the office space in
Redwood City, California. Refer to Note 12 in the Notes to Unaudited Condensed
Consolidated Financial Statements for further information. Impairment of
long-lived assets for the nine months ended September 30, 2021 was $1.7 million
for the right-of use assets from operating leases in connection with the
relocation of the headquarters to Plano, Texas.

Interest Income (Expense), net: Interest income (expense) relates mainly to
earnings from our cash and cash equivalents, interest expense associated with
the credit facilities and amortization of debt issuance costs associated with
obtaining such credit facilities. For the three and nine months ended September
30, 2022, the Company recorded $0.4 million and $0.6 million of interest
expense, net, respectively. For the three and nine months ended September 30,
2021, the Company recorded $0.1 million and $0.2 million of interest expense,
net, respectively.

Other Income (Expense), net: Other income (expense) relates mainly to realized
and unrealized foreign exchange gains and losses. For the three and nine months
ended September 30, 2022, the Company recorded $2.0 million and $2.8 million of
other expense, net, respectively. For the three and nine months ended September
30, 2021, the Company recorded $0.9 million and $1.6 million of other income,
net, respectively. The change in other income (expense), net was primarily due
to foreign currency exchange rates fluctuation during the above periods.

Income Tax Provision: Income tax expense for the three and nine months ended
September 30, 2022 was $6.1 million and $1.9 million on pre-tax losses of $7.7
million and $21.0 million, respectively. In the third quarter of 2022, the
Company derecognized the tax benefits previously recorded in the first and
second quarters of 2022 based on its quarterly realizability assessment of such
benefits. Income tax expense for the three and nine months ended September 30,
2021 was approximately $0.7 million and $2.0 million respectively, on pre-tax
losses of $5.2 and $30.4 million, respectively. As of September 30, 2022, the
income tax rate varied from the United States statutory income tax rate
primarily due to the derecognition of tax benefits previously recognized in the
first and second quarters of 2022 as discussed above. Consistent with the prior
periods, the Company continued to maintain valuation allowances in North
America, EMEA and Asia.

NON-GAAP FINANCIAL MEASURES



In managing our business and assessing our financial performance, we supplement
the information provided by our U.S. GAAP results with adjusted earnings before
stock-based compensation, interest, taxes, and depreciation, or Adjusted EBITDA,
a

                                       25
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non-U.S. GAAP financial measure. We define Adjusted EBITDA as net income (loss)
plus (i) interest expense, net, (ii) other income and expense, (iii) provision
(benefit) for taxes, (iv) depreciation and amortization, (v) stock-based
compensation, and (vi) the impact of material transactions or events that we
believe are not indicative of our core operating performance, such as
acquisition costs, impairment of goodwill, intangibles or long-lived assets,
loss on debt extinguishment, restructuring and other charges, including
termination related benefits, headquarters and facilities relocation, executive
transition, and bad debt expense primarily related to a large customer in India,
any of which may or may not be recurring in nature. We believe that the
presentation of Adjusted EBITDA enhances the usefulness of our financial
information by presenting a measure that management uses internally to monitor
and evaluate our operating performance and to evaluate the effectiveness of our
business strategies. We believe Adjusted EBITDA also assists investors and
analysts in comparing our performance across reporting periods on a consistent
basis because it excludes the impact of items that we do not believe reflect our
core operating performance.

Adjusted EBITDA has limitations as an analytical tool. Some of these limitations are:

Adjusted EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual requirements;

Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debts;

Although depreciation and amortization are non-cash expenses, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements;

Non-cash compensation is and will remain a key element of our overall long-term incentive compensation package, although we exclude it as an expense when evaluating our ongoing operating performance for a particular period; and

Other companies in our industry may calculate Adjusted EBITDA and similar measures differently than we do, limiting its usefulness as a comparative measure.



Because of these limitations, Adjusted EBITDA should not be considered in
isolation or as a substitute for net income (loss) or any other performance
measures calculated in accordance with U.S. GAAP or as a measure of liquidity.
Management understands these limitations and compensates for these limitations
by relying primarily on our U.S. GAAP results and using Adjusted EBITDA only as
a supplemental measure.

Beginning in the third quarter of 2022, the Company updated its presentation of
non-GAAP financial measures to exclude the impact of Other Income/Other Expense
in its reported Adjusted EBITDA. The change to Adjusted EBITDA reflects
exclusion of transactions that we believe are not indicative of our core
operating performance. All prior periods presented have been restated to reflect
this change.

Set forth below is a reconciliation of net income (loss) to Adjusted EBITDA,
which we consider to be the most directly comparable U.S. GAAP financial measure
to Adjusted EBITDA (in thousands):

                                                                              Nine months ended September
                                         Three months ended September 30,                 30,
                                            2022               2021              2022             2021
Net income (loss)                        $  (13,796 )     $        (5,896 )   $  (22,872 )     $  (32,400 )
Add (deduct):
Interest expense, net                           399                    29            653              245
Other expense (income)*                       1,984                   (14 )        2,847             (725 )
Income tax provision (benefit)                6,128                   676          1,858            2,032
Depreciation and amortization                 2,109                 1,112          4,551            3,555
Stock-based compensation                      5,023                 3,104         10,562            6,450
Headquarters and facilities relocation          827                  (908 )          827            1,012
Restructuring and other charges                 601                 6,754          1,393           12,098
Acquisition costs                               111                     9            733              689
Executive transition                            464                   200            802              372
Bad debt expense, net of recoveries**          (120 )                   -         (1,030 )         14,206
Adjusted EBITDA                          $    3,730       $         5,066     $      324       $    7,534


* For the three and nine months of 2021, previously reported Adjusted EBITDA
excluded a component of Other Income related to the lease termination in
Alameda. The related amount is included in the Headquarters and facilities
relocation line on the net income (loss) to Adjusted EBITDA reconciliation table
and is not included in Other expense (income) here.
** See Note 1 of the Notes to Unaudited Condensed Consolidated Financial
Statements for further information.

                                       26
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CRITICAL ACCOUNTING POLICIES AND ESTIMATES



For a complete description of what we believe to be the critical accounting
policies and estimates used in the preparation of our unaudited condensed
consolidated financial statements, refer to Note 1 Organization and Summary of
Significant Accounting Policies in the Notes to our Audited Consolidated
Financial Statements in our Annual Report on Form 10-K for the year ended
December 31, 2021, as supplemented by Note 1 Organization and Summary of
Significant Accounting Policies of the Notes to Unaudited Condensed Consolidated
Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

LIQUIDITY AND CAPITAL RESOURCES

Our operations are financed through a combination of our existing cash, cash equivalents, available credit facilities, and issuance of equity or debt instruments, based on our operating requirements and market conditions.

The following table summarizes the information regarding our cash and cash equivalents and working capital (in thousands):



                             September 30, 2022       December 31, 2021
Cash and cash equivalents   $             17,861     $            46,666
Working capital                           83,834                 124,498


The Company had a net loss of $13.8 million and $22.9 million for the three and
nine months ended September 30, 2022, respectively. The Company had a net loss
of $5.9 million and $32.4 million for the three months and nine months ended
September 30, 2021, respectively.

As of September 30, 2022, we had working capital of $83.8 million. As of September 30, 2022, we had $17.9 million in unrestricted cash and cash equivalents, which included $9.5 million in cash balances held by our international subsidiaries.



As of September 30, 2022, we had $7.0 million outstanding debt and $1.5 million
in letters of credit issued under the $30.0 million Revolving Credit Facility,
and $21.5 million was available to the Company for additional borrowings.

We continue to focus on cost management, operating efficiency and efficient
discretionary spending. In addition, if necessary, we may leverage our Revolving
Credit Facility or issue debt or equity securities. We may also rationalize the
number of products we sell, adjust our manufacturing footprint, and reduce our
operations in low margin regions, including reductions in headcount. Based on
our current plans and current business conditions, we believe that these
measures along with our existing cash and cash equivalents will be sufficient to
satisfy our anticipated cash requirements for at least the next 12 months from
the date of this Quarterly Report on Form 10-Q.

The following table presents a summary of our cash flow activity for the periods set forth below (in thousands):

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