UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 2)

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2016

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from  to

000-32743

(Commission File Number)

ZHONE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	22-3509099
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
7195 Oakport Street Oakland, California	94621
(Address of principal executive offices)	(Zip code)

(510) 777-7000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of August 1, 2016, there were approximately 34,371,266 shares of the registrant’s common stock outstanding.

EXPLANATORY NOTE

Zhone Technologies, Inc. (the “Company”) is filing this Amendment No. 2 on Form 10-Q/A (this “Amended Filing”) to amend its Quarterly Report on Form 10-Q for the three and six month periods ended June 30, 2016, which was originally filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2016 (the “Original Filing”) and amended by Amendment No. 1 on Form 10-Q/A filed with the SEC on August 22, 2016 (“Amendment No. 1”). This Amended Filing is being filed to make the following changes to the Original Filing or Amendment No. 1:

•removing the references to “Not Reviewed” in the headings in the columns of the financial statements and related notes thereto and in the headings of tables of financial information contained in Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations" to indicate that the Company’s independent registered public accounting firm, KPMG LLP, has reviewed the Company’s unaudited interim financial statements for the three and six month periods ended June 30, 2016;

•inserting the review report of the Company’s independent registered public accounting firm;

•revising the cash flow statement related to operating and investing activities and non-cash activities;

•revising the Company’s disclosure regarding Controls and Procedures in Part I, Item 4 of this Amended Filing to reflect that the Company’s management concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2016; and

•amending Part II, Item 6 to include new certifications and an awareness letter (in Exhibit 15.1) from KPMG LLP regarding the unaudited interim financial statements.

No other changes have been made to the Original Filing or Amendment No. 1.

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	4
	Report of Independent Registered Public Accounting Firm	5
	Unaudited Condensed Consolidated Balance Sheets	6
	Unaudited Condensed Consolidated Statements of Comprehensive Loss	7
	Unaudited Condensed Consolidated Statements of Cash Flows	8
	Notes to Unaudited Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	27
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 6.	Exhibits	28
	Signatures	29

3

PART I. FINANCIAL INFORMATION

Item 1.    Financial Statements

4

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Zhone Technologies, Inc.

We have reviewed the accompanying condensed consolidated balance sheet of Zhone Technologies, Inc. and subsidiaries (the Company) as of June 30, 2016, the related condensed consolidated statements of comprehensive loss for the three-month and six-month periods ended June 30, 2016 and 2015, and the related condensed consolidated statement of cash flows for the six-month periods ended June 30, 2016 and 2015. These condensed consolidated financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Zhone Technologies, Inc. as of December 31, 2015, and the related consolidated statements of comprehensive income (loss), stockholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated March 23, 2016, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2015, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ KPMG LLP

San Francisco, California

September 7, 2016

5

ZHONE TECHNOLOGIES, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except par value)

	June 30, 2016			December 31, 2015
Assets
Current assets:
Cash and cash equivalents	$	8,335		$	10,113
Accounts receivable, net of allowances for sales returns and doubtful accounts of $963 as of June 30, 2016 and $960 as of December 31, 2015	26,536			28,209
Inventories	14,449			14,802
Prepaid expenses and other current assets	2,530			1,914
Total current assets	51,850			55,038
Property and equipment, net	4,383			1,358
Other assets	249			249
Total assets	$	56,482		$	56,645
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	13,487		$	10,053
Line of credit	2,000			5,000
Accrued and other liabilities	6,272			5,742
Total current liabilities	21,759			20,795
Other long-term liabilities	2,992			1,693
Total liabilities	24,751			22,488
Stockholders’ equity:
Common stock, $0.001 par value. Authorized 180,000 shares; issued and outstanding 34,378 and 33,813 shares as of June 30, 2016 and December 31, 2015, respectively	34			34
Additional paid-in capital	1,080,122			1,077,459
Accumulated other comprehensive loss	(372		)	(356		)
Accumulated deficit	(1,048,053		)	(1,042,980		)
Total stockholders’ equity	31,731			34,157
Total liabilities and stockholders’ equity	$	56,482		$	56,645

See accompanying notes to unaudited condensed consolidated financial statements.

6

ZHONE TECHNOLOGIES, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Comprehensive Loss

(In thousands, except per share data)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2016			2015			2016			2015
Net revenue	$	22,599		$	27,493		$	43,198		$	54,615
Cost of revenue	13,832			17,269			26,180			34,220
Gross profit	8,767			10,224			17,018			20,395
Operating expenses:
Research and product development	3,422			3,942			6,980			7,992
Sales and marketing	3,884			4,387			7,686			8,769
General and administrative	3,099			2,208			7,352			4,485
Total operating expenses	10,405			10,537			22,018			21,246
Operating loss	(1,638		)	(313		)	(5,000		)	(851		)
Interest income (expense), net	3			(16		)	(2		)	(69		)
Other income (expense), net	25			(15		)	(11		)	(4		)
Loss before income taxes	(1,610		)	(344		)	(5,013		)	(924		)
Income tax provision	31			22			60			44
Net loss	(1,641		)	(366		)	(5,073		)	(968		)
Other comprehensive income (loss)	19			18			(16		)	(71		)
Comprehensive loss	$	(1,622	)	$	(348	)	$	(5,089	)	$	(1,039	)
Basic and diluted net loss per share	$	(0.05	)	$	(0.01	)	$	(0.15	)	$	(0.03	)
Weighted average shares outstanding used to compute basic net loss per share	33,847			32,665			33,844			32,635
Weighted average shares outstanding used to compute diluted net loss per share	33,847			32,665			33,844			32,635

See accompanying notes to unaudited condensed consolidated financial statements.

7

ZHONE TECHNOLOGIES, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands)

	Six Months Ended
	June 30,
	2016			2015
Cash flows from operating activities:
Net loss	$	(5,073	)	$	(968	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	370			384
Stock-based compensation	2,634			473
Sales returns and doubtful accounts	3			51
Changes in operating assets and liabilities:
Accounts receivable	1,670			(1,699		)
Inventories	353			4,560
Prepaid expenses and other assets	(364		)	468
Accounts payable	2,979			(2,258		)
Accrued and other liabilities	1,577			(891		)
Net cash provided by operating activities	4,149			120
Cash flows from investing activities:
Purchases of property and equipment	(2,940		)	(646		)
Net cash used in investing activities	(2,940		)	(646		)
Cash flows from financing activities:
Proceeds from exercise of stock options	29			152
Repayment of debt	(3,000		)	—
Net cash (used in)/provided by financing activities	(2,971		)	152
Effect of exchange rate changes on cash	(16		)	(71		)
Net decrease in cash and cash equivalents	(1,778		)	(445		)
Cash and cash equivalents at beginning of period	10,113			11,528
Cash and cash equivalents at end of period	$	8,335		$	11,083
Non-cash investing activities:
Changes in accrued and other liabilities related to property and equipment purchases	$	—		$	(142	)
Changes in accounts payable related to property and equipment purchases	$	(455	)	$	—

See accompanying notes to unaudited condensed consolidated financial statements.

8

Notes to Unaudited Condensed Consolidated Financial Statements

(1) Organization and Summary of Significant Accounting Policies

(a) Description of Business

Zhone Technologies, Inc. (sometimes referred to, collectively with its subsidiaries, as “Zhone” or the “Company”) designs, develops and manufactures communications network equipment for telecommunications operators and enterprises worldwide. The Company’s products provide enterprise solutions that enable both network service providers and enterprises to deliver high speed fiber access, while transporting voice, video and data to the end user. The Company was incorporated under the laws of the state of Delaware in June 1999. The Company began operations in September 1999 and is headquartered in Oakland, California.

(b) Basis of Presentation

The condensed consolidated financial statements are unaudited and reflect all adjustments (consisting only of normal recurring adjustments) that, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All significant inter-company transactions and balances have been eliminated in consolidation. The results of operations for the current interim period are not necessarily indicative of results to be expected for the current year or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

(c) Correction of Immaterial Errors

Subsequent to the second quarter of fiscal year 2016, the Company concluded that previously reported cash flow impacts of approximately $0.5 million associated with certain fixed asset purchases and lease incentives were incorrectly presented for the six-months ended June 30, 2016. The Company assessed the materiality of these errors, using relevant quantitative and qualitative factors, and determined these errors, both individually and in the aggregate, were not material to the current period and do not impact prior periods. The Company elected to revise the consolidated cash flow statement for the six-months ended June 30, 2016 by reducing cash used in investing activities by approximately $0.5 million and decreasing cash provided by operating activities by the same amount.

(d) Risks and Uncertainties

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company incurred a net loss of $2.0 million for the year ended December 31, 2015 and a net loss of $5.1 million for the six months ended June 30, 2016, which net losses have continued to reduce cash and cash equivalents. As of June 30, 2016, the Company had approximately $8.3 million in cash and cash equivalents and $2.0 million in current debt outstanding under its revolving line of credit and letter of credit facility (the “WFB Facility”) with Wells Fargo Bank (“WFB”). The Company currently expects to repay the WFB Facility within the next twelve months. The maturity date under the WFB Facility is March 31, 2019. See Note 6 for additional information.

The Company’s current lack of liquidity could harm it by:

• increasing its vulnerability to adverse economic conditions in its industry or the economy in general;

• requiring substantial amounts of cash to be used for debt servicing, rather than other purposes, including operations;

• limiting its ability to plan for, or react to, changes in its business and industry; and

• influencing investor and customer perceptions about its financial stability and limiting its ability to obtain financing or acquire customers.

In order to meet the Company’s liquidity needs and finance its capital expenditures and working capital needs for the business, the Company may be required to sell assets, issue debt or equity securities, purchase credit insurance or borrow on unfavorable terms. In addition, the Company may be required to reduce its operations in low margin regions, including reductions in headcount. In October 2015, the Company took steps to reduce its expenses to minimize additional cash burn, including reduction in headcount and in salaries (although salary reductions for non-executive employees were reversed in July 2016). The Company may be unable to sell assets, issue securities

9

or access additional indebtedness to meet these needs on favorable terms, or at all. If additional capital is raised through the issuance of debt securities or other debt financing, the terms of such debt may include covenants, restrictions and financial ratios that may restrict the Company’s ability to operate its business. Likewise, any equity financing could result in additional dilution of the Company’s stockholders. If the Company is unable to sell assets, issue securities or access additional indebtedness to meet these needs on favorable terms, or at all, the Company may become unable to pay its ordinary expenses, including its debt service, on a timely basis and may be required to reduce the scope of its planned product development and sales and marketing efforts beyond the reductions it has previously taken. Based on the Company’s current plans and business conditions, it believes that its existing cash, cash equivalents and available credit facilities will be sufficient to satisfy its anticipated cash requirements for at least the next twelve months.

The Company's financial condition and results of operations could be materially and adversely affected by various factors, including:

• Potential deferment of purchases and orders by customers;

• Customers’ inability to obtain financing to make purchases from the Company and/or maintain their business;

• Negative impact from increased financial pressures on third-party dealers, distributors and retailers;

• Intense competition in the communication equipment market;

• Commercial acceptance of the Company’s Single Line Multi-Service (“SLMS”) products in its core and FiberLAN businesses; and

• Negative impact from increased financial pressures on key suppliers.

The Company may experience material adverse impacts on its business, operating results and financial condition as a result of weak or recessionary economic or market conditions in the United States or the rest of the world.

(e) Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.

(f) Revenue Recognition

The Company recognizes revenue when the earnings process is complete. The Company recognizes product revenue upon shipment of product under contractual terms which transfer title to customers upon shipment, under normal credit terms, net of estimated sales returns and allowances at the time of shipment. Revenue is deferred if there are significant post-delivery obligations or if the fees are not fixed or determinable. When significant post-delivery obligations exist, revenue is deferred until such obligations are fulfilled. The Company’s arrangements generally do not have any significant post-delivery obligations. If the Company’s arrangements include customer acceptance provisions, revenue is recognized upon obtaining the signed acceptance certificate from the customer, unless the Company can objectively demonstrate that the delivered products or services meet all the acceptance criteria specified in the arrangement prior to obtaining the signed acceptance. In those instances where revenue is recognized prior to obtaining the signed acceptance certificate, the Company uses successful completion of customer testing as the basis to objectively demonstrate that the delivered products or services meet all the acceptance criteria specified in the arrangement. The Company also considers historical acceptance experience with the customer, as well as the payment terms specified in the arrangement, when revenue is recognized prior to obtaining the signed acceptance certificate. When collectability is not reasonably assured, revenue is recognized when cash is collected.

The Company makes certain sales to product distributors. These customers are given certain privileges to return a portion of inventory. Return privileges generally allow distributors to return inventory based on a percent of purchases made within a specific period of time. The Company recognizes revenue on sales to distributors that have contractual return rights when the products have been sold by the distributors, unless there is sufficient

10

customer specific sales and sales returns history to support revenue recognition upon shipment. In those instances when revenue is recognized upon shipment to distributors, the Company uses historical rates of return from the distributors to provide for estimated product returns.

The Company derives revenue primarily from stand-alone sales of its products. In certain cases, the Company’s products are sold along with services, which include education, training, installation, and/or extended warranty services. As such, some of the Company’s sales have multiple deliverables. The Company’s products and services qualify as separate units of accounting and are deemed to be non-contingent deliverables as the Company’s arrangements typically do not have any significant performance, cancellation, termination and refund type provisions. Products are typically considered delivered upon shipment. Revenue from services is recognized ratably over the period during which the services are to be performed.

For multiple deliverable revenue arrangements, the Company allocates revenue to products and services using the relative selling price method to recognize revenue when the revenue recognition criteria for each deliverable are met. The selling price of a deliverable is based on a hierarchy and if the Company is unable to establish vendor-specific objective evidence of selling price (“VSOE”) it uses third-party evidence of selling price (“TPE”), and if no such data is available, it uses a best estimated selling price (“BSP”). In most instances, particularly as it relates to products, the Company is not able to establish VSOE for all deliverables in an arrangement with multiple elements. This may be due to infrequently selling each element separately, not pricing products within a narrow range, or only having a limited sales history. When VSOE cannot be established, the Company attempts to establish the selling price of each element based on TPE. Generally, the Company’s marketing strategy differs from that of the Company’s peers and the Company’s offerings contain a significant level of customization and differentiation such that the comparable pricing of products with similar functionality cannot be obtained. Furthermore, the Company is unable to reliably determine what similar competitor products’ selling prices are on a stand-alone basis. Therefore, the Company is typically not able to determine TPE for the Company’s products.

When the Company is unable to establish selling price using VSOE or TPE, the Company uses BSP. The objective of BSP is to determine the price at which the Company would transact a sale if the product or service were sold on a stand-alone basis. The BSP of each deliverable is determined using average discounts from list price from historical sales transactions or cost plus margin approaches based on the factors, including but not limited to, the Company’s gross margin objectives and pricing practices plus customer and market specific considerations.

The Company has established TPE for its training, education and installation services. TPE is determined based on competitor prices for similar deliverables when sold separately. These service arrangements are typically short term in nature and are largely completed shortly after delivery of the product. Training and education services are based on a daily rate per person and vary according to the type of class offered. Installation services are based on daily rate per person and vary according to the complexity of the products being installed.

Extended warranty services are priced based on the type of product and are sold in one to five year durations. Extended warranty services include the right to warranty coverage beyond the standard warranty period. In substantially all of the arrangements with multiple deliverables pertaining to arrangements with these services, the Company has used and intends to continue using VSOE to determine the selling price for the services. The Company determines VSOE based on its normal pricing practices for these specific services when sold separately.

(g) Fair Value of Financial Instruments

The Company had no financial assets and liabilities as of June 30, 2016 and December 31, 2015 recorded at fair value. The following financial instruments are not measured at fair value on the Company’s condensed consolidated balance sheet as of June 30, 2016 and December 31, 2015, but require disclosure of their fair values: cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, and debt. The estimated fair value of such instruments at June 30, 2016 and December 31, 2015 approximated their carrying value as reported on the condensed consolidated balance sheet. The fair value of such financial instruments is determined using the income approach based on the present value of estimated future cash flows. The fair value of these instruments would be categorized as Level 2 in the fair value hierarchy, with the exception of cash and cash equivalents, which would be categorized as Level 1.

(h) Concentration of Risk

The Company’s customers include competitive and incumbent local exchange carriers, competitive access providers, Internet service providers, wireless carriers and resellers serving these markets. The Company performs

11

ongoing credit evaluations of its customers and generally does not require collateral. Allowances are maintained for potential doubtful accounts. For the three months ended June 30, 2016 and 2015, four customers represented 39% and 32% of net revenue, respectively. For the six months ended June 30, 2016 and 2015, four customers represented 38% and 33% of net revenue, respectively.

Three customers accounted for 45% and 44% of net accounts receivable as of June 30, 2016 and December 31, 2015, respectively.

As of June 30, 2016 and December 31, 2015, receivables from customers in countries other than the United States represented 75% and 83%, respectively, of net accounts receivable.

(i) Comprehensive Loss

There have been no items reclassified out of accumulated other comprehensive loss and into net loss. The Company’s other comprehensive loss for the six months ended June 30, 2016 and 2015 is comprised of only foreign exchange translation adjustments.

(j)     Recent Accounting Pronouncements

On May 28, 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The standard permits the use of either the retrospective or cumulative effect transition method. In August 2015, the FASB issued ASU 2015-14, which defers the effective date of the guidance in ASU No. 2014-09, Revenue from Contracts with Customer, for all entities by one year. With the deferral, the new standard is effective for the Company on January 1, 2018. Early adoption is permitted, but not before the original effective date of January 1, 2017. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which describes how an entity should assess its ability to meet obligations and sets rules for how this information should be disclosed in financial statements. The new standard is effective for the Company on January 1, 2017. Early application is permitted. The Company is evaluating the effect that ASU 2014-15 will have on its consolidated financial statements and related disclosures.

In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory, which requires an entity to measure inventory at the lower of cost and net realizable value. The amendments in this update do not apply to inventory that is measured using last-in, first-out ("LIFO") or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out ("FIFO") or average cost. The amendments in this update are effective for the Company on January 1, 2017. The amendments in this update should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is evaluating the effect that ASU 2015-11 will have on its consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU 2016-02, Leases. ASU 2016-02 requires that lease arrangements longer than 12 months result in an entity recognizing an asset and liability. The updated guidance is effective for the Company on January 1, 2019, and early adoption is permitted. The Company has not yet evaluated the impact of the guidance on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which requires entities to simplify several aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on statement of cash flows. The guidance is effective for the Company on January 1, 2017, and early adoption is permitted. The Company has not yet evaluated the impact of the guidance on its consolidated financial statements.

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(2) Merger Agreement

On April 11, 2016, the Company, Dragon Acquisition Corporation, a California corporation and wholly owned subsidiary of the Company (“Merger Sub”), DASAN Networks, Inc., a company incorporated under the laws of Korea (“DASAN”), and Dasan Network Solutions, Inc., a California corporation (“DNS”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into DNS, with DNS surviving as a wholly owned subsidiary of the Company (the “Merger”), in exchange for shares of Zhone common stock to be issued to DASAN. As a result of the Merger, DASAN will receive shares of Zhone common stock in an amount equal to 58% of the issued and outstanding shares of Zhone common stock immediately following the Merger, and Zhone’s then-existing stockholders will retain 42% of such shares. The Merger and the Merger Agreement have been unanimously approved by the Company’s Board of Directors.

The consummation of the Merger, which is currently expected to occur by the end of the third quarter of 2016, is subject to certain customary closing conditions, including, among others, receipt of regulatory approvals, authorization for listing of Zhone common stock on the Nasdaq Capital Market, and approval by Zhone stockholders of the issuance of the shares of Zhone common stock to DASAN under the Merger Agreement.

The Merger Agreement also contains certain termination rights for each of the Company and DASAN, including a provision permitting the termination of the Merger Agreement by either such party if the Merger is not consummated by December 31, 2016. In addition, the Merger Agreement may be terminated by the Company if, after following certain procedures and adhering to certain restrictions, the Board of Directors has determined that it is necessary to terminate the Merger Agreement and enter into an agreement to effect a Superior Proposal (as defined in the Merger Agreement) in order to comply with its fiduciary duties under applicable law. The Merger Agreement further provides that, upon termination of the Merger Agreement, under specified circumstances, the Company will be required to pay DASAN a termination fee of $2,500,000, and under specified circumstances, the Company will be required to reimburse DASAN, or DASAN will be required to reimburse the Company, for certain transaction expenses in an amount of up to $5,000,000.

Additional information regarding the proposed Merger and Merger Agreement is contained in the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2016.

(3) Inventories

Inventories as of June 30, 2016 and December 31, 2015 were as follows (in thousands):

	June 30, 2016		December 31, 2015
Raw materials	$	9,589	$	9,764
Work in process	1,047		1,273
Finished goods	3,813		3,765
	$	14,449	$	14,802

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(4) Property and Equipment, net

Property and equipment, net, as of June 30, 2016 and December 31, 2015 were as follows (in thousands):

	June 30, 2016			December 31, 2015
Machinery and equipment	$	11,120		$	10,783
Computers and acquired software	3,965			3,911
Furniture and fixtures	124			124
Leasehold improvements	4,788			1,920
	19,997			16,738
Less accumulated depreciation and amortization	(15,614		)	(15,380		)
	$	4,383		$	1,358

Depreciation and amortization expense associated with property and equipment amounted to $0.4 million and $0.4 million for the six months ended June 30, 2016 and 2015, respectively.

(5) Net Loss Per Share

Basic net loss per share is computed by dividing the net loss applicable to holders of common stock for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common equivalent shares are excluded if their effect is antidilutive. Potential common equivalent shares are composed of incremental shares of common equivalent shares issuable upon the exercise of stock options and warrants.

The following table is a reconciliation of the numerator and denominator in the basic and diluted net loss per share calculation (in thousands, except per share data):

	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
Net loss:	$	(1,641	)	$	(366	)	$	(5,073	)	$	(968	)
Weighted average number of shares outstanding:
Basic	33,847			32,665			33,844			32,635
Effect of dilutive securities:
Stock options and share awards	—			—			—			—
Diluted	33,847			32,665			33,844			32,635
Net loss per share:
Basic	$	(0.05	)	$	(0.01	)	$	(0.15	)	$	(0.03	)
Diluted	$	(0.05	)	$	(0.01	)	$	(0.15	)	$	(0.03	)

The following tables set forth potential common stock that is not included in the diluted net loss per share calculation because their effect would be antidilutive for the periods indicated (in thousands, except exercise price per share data):

	Three Months Ended  June 30, 2016	Weighted Average Exercise Price		Six Months Ended  June 30, 2016	Weighted Average Exercise Price
Outstanding stock options and unvested restricted shares	1,560	$	1.86	1,560	$	1.86

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	Three Months Ended June 30, 2015	Weighted Average Exercise Price		Six Months Ended  June 30, 2015	Weighted Average Exercise Price
Outstanding stock options and unvested restricted shares	5,702	$	1.87	5,702	$	1.87

(6) Debt

As of June 30, 2016, the Company had a $25.0 million revolving line of credit and letter of credit facility with WFB. Under the WFB Facility, the Company has the option of borrowing funds at agreed upon interest rates. The amount that the Company is able to borrow under the WFB Facility varies based on eligible accounts receivable and inventory, as defined in the agreement, as long as the aggregate amount outstanding does not exceed $25.0 million less the amount committed as security for letters of credit, which at June 30, 2016 was $12.7 million. To maintain availability of funds under the WFB Facility, the Company pays a commitment fee on the unused portion. The commitment fee is 0.25% per annum and is recorded as interest expense.

The Company had $2.0 million outstanding at June 30, 2016 under its WFB Facility. In addition, $3.7 million was committed as security for letters of credit. The Company had $6.9 million of borrowing availability remaining under the WFB Facility as of June 30, 2016. The maturity date under the WFB Facility is March 31, 2019. The amounts borrowed under the WFB Facility bear interest, payable monthly, at a floating rate equal to the three-month LIBOR plus a margin based on our average excess availability (as calculated under the WFB Facility). The interest rate on the WFB Facility was 3.15% at June 30, 2016.

The Company’s obligations under the WFB Facility are secured by substantially all of its personal property assets and those of its subsidiaries that guarantee the WFB Facility, including their intellectual property. The WFB Facility contains certain financial covenants, and customary affirmative covenants and negative covenants. If the Company defaults under the WFB Facility due to a covenant breach or otherwise, WFB may be entitled to, among other things, require the immediate repayment of all outstanding amounts and sell the Company’s assets to satisfy the obligations under the WFB Facility. As of June 30, 2016, the Company was in compliance with these covenants.

(7) Commitments and Contingencies

Operating Leases

The Company has entered into operating leases for certain office space and equipment, some of which contain renewal options. Estimated future lease payments under all non-cancelable operating leases with terms in excess of one year, including taxes and service fees, are as follows (in thousands):

	Operating Leases
Year ending December 31:
2016 (remainder of the year)	$	481
2017	1,329
2018	995
2019	523
2020 and thereafter	4,131
Total minimum lease payments	$	7,459

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Warranties

The Company accrues for warranty costs based on historical trends for the expected material and labor costs to provide warranty services. Warranty periods are generally one year from the date of shipment. The following table reconciles changes in the Company’s accrued warranties and related costs for the six months ended June 30, 2016 and 2015 (in thousands):

	Six Months Ended June 30,
	2016			2015
Beginning balance	$	652		$	952
Charged to cost of revenue	285			277
Claims and settlements	(326		)	(346		)
Ending balance	$	611		$	883

Performance Bonds

In the normal course of operations, from time to time, the Company arranges for the issuance of various types of surety bonds, such as bid and performance bonds, which are agreements under which the surety company guarantees that the Company will perform in accordance with contractual or legal obligations. As of June 30, 2016, the Company did not have any outstanding surety bonds.

Purchase Commitments

The Company has agreements with various contract manufacturers which include non-cancellable inventory purchase commitments. The amount of non-cancellable purchase commitments outstanding was $7.1 million as of June 30, 2016.

Royalties

The Company has certain royalty commitments associated with the shipment and licensing of certain products. Royalty expense is generally based on a dollar amount per unit shipped or a percentage of the underlying revenue and is recorded in cost of revenue.

Legal Proceedings

The Company is subject to various legal proceedings, claims and litigation arising in the ordinary course of business. While the outcome of these matters is currently not determinable, the Company does not expect that the ultimate costs to resolve these matters will have a material adverse effect on its consolidated financial position or results of operations. However, litigation is subject to inherent uncertainties, and unfavorable rulings could occur. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on the results of operations of the period in which the ruling occurs, or future periods.

(8) Enterprise-Wide Information

The Company designs, develops and manufactures communications network equipment for enterprises and telecommunications operators worldwide. The Company derives substantially all of its revenues from the sales of the Zhone product family. The Company’s chief operating decision maker is the Company’s Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a consolidated basis accompanied by disaggregated information about revenues by geographic region for purposes of making operating decisions and assessing financial performance. The Company has determined that it has operated within one discrete reportable business segment since inception. The following summarizes required disclosures about geographic concentrations and revenue by products and services (in thousands):

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	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2016		2015		2016		2015
Revenue by Geography:
United States	$	9,968	$	8,166	$	18,408	$	17,290
Canada	1,129		786		2,089		1,825
Total North America	11,097		8,952		20,497		19,115
Latin America	6,618		7,675		11,221		13,971
Europe, Middle East, Africa	3,879		9,736		9,699		18,956
Asia Pacific	1,005		1,130		1,781		2,573
Total International	11,502		18,541		22,701		35,500
	$	22,599	$	27,493	$	43,198	$	54,615

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2016		2015		2016		2015
Revenue by Products and Services:
Products	$	21,094	$	25,915	$	40,062	$	51,484
Services	1,505		1,578		3,136		3,131
Total	$	22,599	$	27,493	$	43,198	$	54,615

(9) Income Taxes

The total amount of unrecognized tax benefits, including interest and penalties, at June 30, 2016 was not material. The amount of tax benefits that would impact the effective income tax rate, if recognized, is not expected to be material. There were no significant changes to unrecognized tax benefits during the quarters ended June 30, 2016 and 2015. The Company does not anticipate any significant changes with respect to unrecognized tax benefits within the next 12 months.

The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. The open tax years for the major jurisdictions are as follows:

•   Federal	2012 – 2015
•   California and Canada	2011 – 2015
•   Brazil	2010 – 2015
•   Germany	2008 – 2015
•   United Kingdom	2011 – 2015

However, due to the fact the Company had net operating losses and credits carried forward in most jurisdictions, certain items attributable to technically closed years are still subject to adjustment by the relevant taxing authority through an adjustment to tax attributes carried forward to open years.

The Company estimates that its foreign income will generally be subject to taxation in the United States on a current basis and that its foreign subsidiaries and representative offices will therefore not have any material untaxed earnings subject to deferred taxes. In addition, to the extent the Company is deemed to have a sufficient connection to a particular taxing jurisdiction to enable that jurisdiction to tax the Company but the Company has not filed an income tax return in that jurisdiction for the year(s) at issue, the jurisdiction would typically be able to assert a tax liability for such years without limitation on the number of years it may examine.

The Company is not currently under examination for income taxes in any material jurisdiction.

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Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This report, 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 and the Securities Exchange Act of 1934. These statements are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management. We use words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “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 the proposed Merger (as defined below) and any statements regarding the expected timing, synergies, growth opportunities and other financial and operating benefits thereof; projections of earnings, revenue, costs or other financial items; anticipated growth and trends in our business or key markets; future growth and revenues from our Single Line Multi-Service (SLMS) products; our ability to refinance or repay our existing indebtedness prior to the applicable maturity date; future economic conditions and performance; anticipated performance of products or services; plans, objectives and strategies for future operations; and other characterizations of future events or circumstances, are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict, including those identified under the heading “Risk Factors” in Part II, Item 1A, elsewhere in this report and our other filings with the Securities and Exchange Commission (the SEC). Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Factors that might cause such a difference include, but are not limited to, our ability to obtain required stockholder or other approvals required to consummate the proposed Merger, the satisfaction or waiver of other conditions to closing in the Merger Agreement (as defined below), unanticipated difficulties or expenditures relating to the proposed Merger, the response of business partners and competitors to the announcement of the proposed Merger, potential difficulties in employee retention as a result of the announcement and pendency of the proposed Merger, legal proceedings that may be instituted against Zhone and others related to the proposed Merger, the ability to generate sufficient revenue to achieve or sustain profitability, the ability to raise additional capital to fund existing and future operations or to refinance or repay our existing indebtedness, defects or other performance problems in our products, the economic slowdown in the telecommunications industry that has restricted the ability of our customers to purchase our products, commercial acceptance of our SLMS products in our core and FiberLAN businesses, intense competition in the communications equipment market from large equipment companies as well as private companies with products that address the same networks needs as our products, higher than anticipated expenses that we may incur, and other factors identified elsewhere in this report and in our most recent reports on Forms 10-K, 10-Q and 8-K. We undertake no obligation to revise or update any forward-looking statements for any reason.

OVERVIEW

We design, develop and manufacture communications network equipment for enterprises and telecommunications operators worldwide. Our products enable both enterprises and network service providers to deliver high speed fiber access, while transporting voice, video and data to the end user. Our next-generation solutions are based upon our SLMS architecture. From its inception, this SLMS architecture was specifically designed for the delivery of multiple classes of subscriber services (such as voice, data and video distribution), rather than being based on a particular protocol or media. In other words, our SLMS products are built to support the migration from legacy circuit to packet technologies and from copper to fiber technologies. This flexibility and versatility allows our products to adapt to future technologies while allowing service providers to focus on the delivery of additional high bandwidth services. Because this SLMS architecture is designed to interoperate with existing legacy equipment, service providers can leverage their existing networks to deliver a combination of voice, data and video services today, while they migrate, either simultaneously or at a future date, from legacy equipment to next-generation equipment with minimal interruption. We believe that our SLMS solution provides an evolutionary path for service providers from their existing infrastructures, as well as gives newer service providers the capability to deploy cost-effective, multi-service networks that can support voice, data and video. In addition to our established product offerings in our core business, our FiberLAN Passive Optical Local Area Network (LAN) product provides an alternative to switched copper-based ethernet LANs.

Our core business provides access products to carriers and service providers worldwide. We believe that carriers and service providers can increase their revenues and lower their operating costs by using our products to deliver high quality video and interactive entertainment and Internet Protocol (IP) enabled next generation voice services in addition to their existing voice and data service offerings, all on a platform that permits a seamless migration from legacy technologies to a converged packet-based architecture. Target customers of our FiberLAN business include hospitality,

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education, sports arenas, corporate campuses, government, manufacturing and business enterprises. We believe FiberLAN Passive Optical LAN is one of the most cost-effective, efficient and environmentally friendly alternatives to existing copper-based Ethernet LAN infrastructure.

In 2015, we established a dedicated sales team to focus on the growth of our FiberLAN Passive Optical LAN market penetration. As a result of this dedication, we became a leading supplier of FiberLAN Passive Optical LAN solutions in the hospitality and education markets and grew our global market presence by triple digit percentages. We also expanded our sales footprint with the addition of several new channel partners and announced joint marketing efforts with TE Connectivity and Clearfield Communications.

We have incurred significant losses to date and expect that our operating losses and negative cash flows from operations may continue. We incurred a net loss of $2.0 million for the year ended December 31, 2015 and a net loss of $5.1 million for the six months ended June 30, 2016, which net losses have continued to reduce cash and cash equivalents. We had an accumulated deficit of $1,048.1 million as of June 30, 2016. If we are unable to access or raise the capital needed to meet liquidity needs and finance capital expenditures and working capital, or if the economic, market and geopolitical conditions in the United States and the rest of the world deteriorate, we may experience material adverse impacts on our business, operating results and financial condition. During the past six years, we have continued our focus on cost control and operating efficiency along with restrictions on discretionary spending.

Going forward, our key financial objectives include the following:

• Increasing revenue while continuing to carefully control costs;

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

• Minimizing consumption of our cash and cash equivalents.

MERGER AGREEMENT

On April 11, 2016, Zhone, Dragon Acquisition Corporation, a California corporation and wholly owned subsidiary of Zhone (Merger Sub), DASAN Networks, Inc., a company incorporated under the laws of Korea (DASAN), and Dasan Network Solutions, Inc., a California corporation (DNS), entered into an Agreement and Plan of Merger (the Merger Agreement). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into DNS, with DNS surviving as a wholly owned subsidiary of Zhone (the Merger), in exchange for shares of Zhone common stock to be issued to DASAN. As a result of the Merger, DASAN will receive shares of Zhone common stock in an amount equal to 58% of the issued and outstanding shares of Zhone common stock immediately following the Merger, and Zhone’s then-existing stockholders will retain 42% of such shares. The Merger and the Merger Agreement have been unanimously approved by Zhone’s Board of Directors. See Note 2 to the unaudited condensed consolidated financial statements set forth in Part I, Item 1 of this report for additional information regarding the Merger and the Merger Agreement.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no material changes to our critical accounting policies and estimates from the information provided in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” included in our Annual Report on Form 10-K for the year ended December 31, 2015.

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EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS

See Note 1 to the unaudited condensed consolidated financial statements set forth in Part I, Item 1 of this report for a full description of recent accounting pronouncements, including the expected dates of adoption and estimated effects on results of operations and financial condition, which is incorporated herein by reference.

RESULTS OF OPERATIONS

We list in the table below the historical condensed consolidated statement of comprehensive income (loss) data as a percentage of net revenue for the periods indicated.

	Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
Net revenue	100	%	100	%	100	%	100	%
Cost of revenue	61	%	63	%	61	%	63	%
Gross profit	39	%	37	%	39	%	37	%
Operating expenses:
Research and product development	15	%	14	%	16	%	15	%
Sales and marketing	17	%	16	%	18	%	16	%
General and administrative	14	%	8	%	17	%	8	%
Total operating expenses	46	%	38	%	51	%	39	%
Operating loss	(7	)%	(1	)%	(12	)%	(2	)%
Interest income (expense), net	0	%	0	%	0	%	0	%
Other income (expense), net	0	%	0	%	0	%	0	%
Loss before income taxes	(7	)%	(1	)%	(12	)%	(2	)%
Income tax provision	0	%	0	%	0	%	0	%
Net loss	(7	)%	(1	)%	(12	)%	(2	)%
Other comprehensive income (loss)	0	%	0	%	0	%	0	%
Comprehensive loss	(7	)%	(1	)%	(12	)%	(2	)%

Net Revenue

Information about our net revenue for products and services for the three and six months ended June 30, 2016 and 2015 is summarized below (in millions):

	Three Months Ended June 30,									Six Months Ended June 30,
	2016		2015		Decrease			% change		2016		2015		Decrease			% change
Products	$	21.1	$	25.9	$	(4.8	)	(18.5	)%	$	40.1	$	51.5	$	(11.4	)	(22.1	)%
Services	1.5		1.6		(0.1		)	(6.3	)%	3.1		3.1		0.0			0.0	%
Total	$	22.6	$	27.5	$	(4.9	)	(17.8	)%	$	43.2	$	54.6	$	(11.4	)	(20.9	)%

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Information about our net revenue for North America and international markets for the three and six months ended June 30, 2016 and 2015 is summarized below (in millions):

	Three Months Ended June 30,									Six Months Ended June 30,
	2016		2015		Increase (Decrease)			% change		2016		2015		Increase (Decrease)			% change
Revenue by geography:
United States	$	10.0	$	8.2	$	1.8		22.0	%	$	18.4	$	17.3	$	1.1		6.4	%
Canada	1.1		0.8		0.3			37.5	%	2.1		1.8		0.3			16.7	%
Total North America	11.1		9.0		2.1			23.3	%	20.5		19.1		1.4			7.3	%
Latin America	6.6		7.7		(1.1		)	(14.3	)%	11.2		14.0		(2.8		)	(20.0	)%
Europe, Middle East, Africa	3.9		9.7		(5.8		)	(59.8	)%	9.7		19.0		(9.3		)	(48.9	)%
Asia Pacific	1.0		1.1		(0.1		)	(9.1	)%	1.8		2.5		(0.7		)	(28.0	)%
Total International	11.5		18.5		(7.0		)	(37.8	)%	22.7		35.5		(12.8		)	(36.1	)%
Total	$	22.6	$	27.5	$	(4.9	)	(17.8	)%	$	43.2	$	54.6	$	(11.4	)	(20.9	)%

For the three months ended June 30, 2016, net revenue decreased 18% or $4.9 million to $22.6 million from $27.5 million for the same period last year. For the six months ended June 30, 2016, net revenue decreased 21% or $11.4 million to $43.2 million from $54.6 million for the same period last year. For the three months ended June 30, 2016, product revenue decreased 19% or $4.8 million to $21.1 million, compared to $25.9 million for the same period last year. For the six months ended June 30, 2016, product revenue decreased 22% or $11.4 million to $40.1 million, compared to $51.5 million for the same period last year. The decreases in net revenue and product revenue were primarily due to global economic uncertainties continuing to cause many of our international service provider customers to cautiously approach new network investments, which has resulted in many of our international customers reducing their network expansion.

Service revenue represents revenue from maintenance and other services associated with product shipments. For the three months ended June 30, 2016 and 2015, service revenue remained largely flat at $1.5 million and $1.6 million, respectively. For the six months ended June 30, 2016 and 2015, service revenue remained flat at $3.1 million.

International net revenue decreased 38% or $7.0 million to $11.5 million for the three months ended June 30, 2016 from $18.5 million for the same period last year, and represented 51% of total net revenue compared with 67% during the same period of 2015. International net revenue decreased 36% or $12.8 million to $22.7 million for the six months ended June 30, 2016 from $35.5 million for the same period last year, and represented 53% of total net revenue compared with 65% during the same period of 2015. The decreases in international net revenue were primarily due to global economic uncertainties continuing to cause many of our international service provider customers to cautiously approach new network investments, which has resulted in many of our international customers reducing their network expansion.

For the three months ended June 30, 2016 and 2015, four customers represented 39% and 32% of net revenue, respectively. For the six months ended June 30, 2016 and 2015, four customers represented 38% and 33% of net revenue, respectively. We anticipate that our results of operations in any given period may depend to a large extent on sales to a small number of large accounts. 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 Margin

Total cost of revenue, including stock-based compensation, decreased 20% or $3.4 million to $13.8 million for the three months ended June 30, 2016, compared to $17.3 million for the three months ended June 30, 2015. Total cost of revenue, including stock-based compensation decreased 23% or $8.0 million to $26.2 million for the six months ended June 30, 2016 compared to $34.2 million for the same period last year. The decreases in total cost of revenue for the three and six months ended June 30, 2016 were primarily due to decreased sales in the current year period. Gross margin increased to 39% from 37% for both the three and six months ended June 30, 2016 and 2015, primarily due to stronger domestic margins, stronger enterprise margins and continued manufacturing efficiencies.

We expect that in the future our cost of revenue as a percentage of net revenue will vary depending on the mix and average selling prices of products sold. In addition, continued competitive and economic pressures could cause us to

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reduce our prices, adjust the carrying values of our inventory, or record inventory charges relating to discontinued products and excess or obsolete inventory.

Research and Product Development Expenses

Research and product development expenses decreased 13% or $0.5 million to $3.4 million for the three months ended June 30, 2016 compared to $3.9 million for the three months ended June 30, 2015. Research and product development expenses decreased 13% or $1.0 million to $7.0 million for the six months ended June 30, 2016 compared to $8.0 million for the same period last year. The decreases were primarily due to a reduction in personnel-related expenses of $0.5 million and $1.0 million for the three and six months ended June 30, 2016, respectively, as compared to the same period last year, which reflected the reduction in salaries effected in October 2015.

Sales and Marketing Expenses

Sales and marketing expenses decreased 11% or $0.5 million to $3.9 million for the three months ended June 30, 2016 compared to $4.4 million for the three months ended June 30, 2015, and decreased 12% or $1.1 million to $7.7 million for the six months ended June 30, 2016 compared to $8.8 million for the same period last year.

The decrease in the three months ended June 30, 2016 was primarily due to a $0.3 million decrease in salaries and wages and consultants as a result of the reduction in salaries effected in October 2015, a $0.1 million decrease in commissions as a result of lower sales during the quarter and a $0.1 million decrease in expenses related to trade shows and demo equipment.

The decrease in the six months ended June 30, 2016 was primarily due to a $0.4 million decrease in salaries and wages as a result of the reduction in salaries effected in October 2015, a $0.3 million decrease in commissions due to lower sales during the period, a $0.3 million decrease in travel and hotel expenses, and a $0.1 million decrease in benefit expenses.

General and Administrative Expenses

General and administrative expenses increased 40% or $0.9 million to $3.1 million for the three months ended June 30, 2016 compared to $2.2 million for the three months ended June 30, 2015. General and administrative expenses increased 64% or $2.9 million to $7.4 million for the six months ended June 30, 2016 compared to $4.5 million for the same period last year.

The increase in the three months ended June 30, 2016 was primarily due to merger-related transaction costs of $1.2 million and $0.2 million in moving expenses incurred as a result of moving our manufacturing facility to Seminole, Florida during the second quarter of 2016, which was partially offset by a $0.3 million decrease in personnel-related expenses as a result of the reduction in salaries effected in October 2015 and a $0.2 million decrease in stock compensation expenses.

The increase in the six months ended June 30, 2016 was primarily due to the cancellation of the stock options of James Norrod, Chief Executive Officer of Zhone, which resulted in $1.6 million of unrecognized stock compensation expense and $0.2 million of recognized stock compensation expense in the first quarter of 2016, the grant of shares of Zhone common stock with a value of $0.6 million to Morteza Ejabat, Zhone co-founder and former Chairman of the Board of Directors, pursuant to Mr. Ejabat's Transition Services Agreement, merger-related transaction costs of $1.2 million and $0.2 million in moving expenses incurred as a result of moving our manufacturing facility to Seminole, Florida during the second quarter of 2016. These increases were partially offset by a $0.7 million decrease in personnel-related expenses as a result of the reduction in salaries effected in October 2015.

Income Tax Provision

During the three and six months ended June 30, 2016 and 2015, no material provision or benefit for income taxes was recorded, due to our recurring operating losses and the significant uncertainty regarding the realization of our net deferred tax assets, against which we have continued to record a full valuation allowance.

OTHER PERFORMANCE MEASURES

In managing our business and assessing our financial performance, we supplement the information provided by our GAAP results with adjusted earnings before stock-based compensation, interest, taxes, and depreciation, or Adjusted EBITDA, a non-GAAP financial measure. We define Adjusted EBITDA as net income (loss) plus (i) interest expense, (ii) provision (benefit) for taxes, (iii) depreciation and amortization, (iv) non-cash equity-based compensation expense,

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(v) merger-related transaction costs, and (vi) material non-recurring non-cash transactions, such as gain (loss) on sale of assets or impairment of fixed assets. 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 charges, 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 GAAP or as a measure of liquidity. Management understands these limitations and compensates for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only supplementally.

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
Net loss	$	(1,641	)	$	(366	)	$	(5,073	)	$	(968	)
Add:
Interest expense	1			18			9			73
Provision for taxes	31			22			60			44
Depreciation and amortization	179			174			370			384
Non-cash equity-based compensation expense	98			300			2,634			473
Merger-related transaction costs	1,247			—			1,247			—
Adjusted EBITDA	$	(85	)	$	148		$	(753	)	$	6

LIQUIDITY AND CAPITAL RESOURCES

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

At June 30, 2016, cash and cash equivalents were $8.3 million compared to $10.1 million at December 31, 2015. The $1.8 million decrease in cash and cash equivalents was attributable to net cash used in investing and financing activities of $2.9 million and $3.0 million, respectively, partially offset by net cash provided by operating activities of $4.1 million.

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Operating Activities

Net cash provided by operating activities for the six months ended June 30, 2016 consisted of a net loss of $5.1 million, adjusted for non-cash charges totaling $3.0 million and an increase in net operating assets totaling $6.2 million. The most significant components of the changes in net operating assets were an increase in accounts payable of $3.0 million, partially offset by a decrease in accounts receivable of $1.7 million. The increase in accounts payable was primarily the result of managing our cash outflow and the result of increased payables during the quarter. The decrease in accounts receivable was primarily the result of increased collections and decreased sales to several large customers in the current year period.

Net cash provided by operating activities for the six months ended June 30, 2015 consisted of a net loss of $1.0 million, adjusted for non-cash charges totaling $0.9 million and an increase in net operating assets totaling $0.2 million. The most significant components of the changes in net operating assets were an increase in accounts receivable of $1.7 million offset by a decrease of inventory of $4.6 million. The increase in accounts receivable was primarily the result of increased sales to several large customers in the current year period. The decrease in inventory was due to better utilization of inventory in the current year period.

Investing Activities

Net cash used in investing activities for the six months ended June 30, 2016 and 2015 consisted of purchases of property and equipment of $2.9 million and $0.6 million, respectively.

Financing Activities

Net cash used in financing activities for the six months ended June 30, 2016 primarily consisted of repayments under the WFB Facility (as defined below) of $3.0 million.

Net cash provided by financing activities for the six months ended June 30, 2015 consisted of proceeds related to exercises of stock options of $0.2 million.

Cash Management

Our primary source of liquidity comes from our cash and cash equivalents which totaled $8.3 million at June 30, 2016, and our $25.0 million revolving line of credit and letter of credit facility (the WFB Facility) with Wells Fargo Bank (WFB).

Under the WFB Facility, we have the option of borrowing funds at agreed upon interest rates. The amount that we are able to borrow under the WFB Facility varies based on eligible accounts receivable and inventory, as defined in the agreement, as long as the aggregate amount outstanding does not exceed $25.0 million less the amount committed as security for letters of credit, which at June 30, 2016 was $12.7 million. To maintain availability of funds under the WFB Facility, we pay a commitment fee on the unused portion. The commitment fee is 0.25% per annum and is recorded as interest expense.

We had $2.0 million outstanding at June 30, 2016 under the WFB Facility. In addition, $3.7 million was committed as security for letters of credit. We had $6.9 million of borrowing availability remaining under the WFB Facility as of June 30, 2016. The maturity date under the WFB Facility is March 31, 2019. The amounts borrowed under the WFB Facility bear interest, payable monthly, at a floating rate equal to the three-month LIBOR plus a margin based on our average excess availability (as calculated under the WFB Facility). The interest rate on the WFB Facility was 3.15% at June 30, 2016.

Our obligations under the WFB Facility are secured by substantially all of our personal property assets and those of our subsidiaries that guarantee the WFB Facility, including our intellectual property. The WFB Facility contains certain financial covenants, and customary affirmative covenants and negative covenants. If we default under the WFB Facility due to a covenant breach or otherwise, WFB may be entitled to, among other things, require the immediate repayment of all outstanding amounts and sell our assets to satisfy the obligations under the WFB Facility. As of June 30, 2016, we were in compliance with these covenants. We make no assurances that we will be in compliance with these covenants in the future.

Future Requirements and Funding Sources

Our fixed commitments for cash expenditures consist primarily of payments under operating leases, inventory purchase commitments, and payments of principal and interest for debt obligations. Our operating lease commitments include $1.5 million of future minimum lease payments spread over the three-year lease term under the lease agreement we

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entered into in September 2015 with respect to our Oakland, California campus. In February 2016, we entered into a ten-year lease beginning June 30, 2016 for a manufacturing facility in Seminole, Florida to replace our manufacturing facility in Largo, Florida, the lease for which was terminated on June 30, 2016. Accordingly, our operating lease commitments also include $5.7 million of future minimum lease payments under the lease agreement for our manufacturing facility in Seminole, Florida. We have completed significant build-out of the new manufacturing facility, and in June 2016, we amended the lease agreement for the manufacturing facility to extend the non-refundable tenant improvement allowance from up to $1.0 million to up to $1.2 million. As of June 30, 2016, we received $0.9 million of the non-refundable tenant improvement allowance. The tenant improvement allowance amount is amortized over the term of the lease as an offset to rent expense. The remaining operating lease commitments relate to our various other offices around the world.

From time to time, we may provide or commit to extend credit or credit support to our customers. This financing may include extending the terms for product payments to customers. Any extension of financing to our customers will limit the capital that we have available for other uses.

Our accounts receivable, while not considered a primary source of liquidity, represent a concentration of credit risk because a significant portion of the accounts receivable balance at any point in time typically consists of a relatively small number of customer account balances. As of June 30, 2016, four customers accounted for 45% of net accounts receivable and receivables from customers in countries other than the United States of America represented 75% of net accounts receivable. We do not currently have any material commitments for capital expenditures, or any other material commitments aside from operating leases for our facilities, inventory purchase commitments and debt.

We have incurred significant losses to date and expect that our operating losses and negative cash flows from operations may continue. We incurred a net loss of $2.0 million for the year ended December 31, 2015 and a net loss of $5.1 million for the six months ended June 30, 2016, which net losses have continued to reduce cash and cash equivalents. We had an accumulated deficit of $1,048.1 million at June 30, 2016. In order to meet our liquidity needs and finance our capital expenditures and working capital needs for our business, we may be required to sell assets, issue debt or equity securities, purchase credit insurance or borrow on potentially unfavorable terms. In addition, we may be required to reduce our operations in low margin regions, including reductions in headcount. In October 2015, we took steps to reduce our expenses to minimize additional cash burn, including reduction in headcount and in salaries (although salary reductions for non-executive employees were reversed in July 2016). We may be unable to sell assets, issue securities or access additional indebtedness to meet these needs on favorable terms, or at all. If additional capital is raised through the issuance of debt securities or other debt financing, the terms of such debt may include covenants, restrictions and financial ratios that may restrict our ability to operate our business. Likewise, any equity financing could result in additional dilution of our stockholders. If we are unable to obtain additional capital or are required to obtain additional capital on terms that are not favorable to us, we may be required to reduce the scope of our planned product development and sales and marketing efforts beyond the reductions we have previously taken. Based on our current plans and business conditions, we believe that our existing cash, cash equivalents and available credit facilities will be sufficient to satisfy our anticipated cash requirements for at least the next twelve months.

Contractual Commitments and Off-Balance Sheet Arrangements

At June 30, 2016, our future contractual commitments by fiscal year were as follows (in thousands):

			Payments due by period
	Total		2016		2017		2018		2019		2020 and thereafter
Operating leases	$	7,459	$	481	$	1,329	$	995	$	523	$	4,131
Purchase commitments	7,050		7,050		—		—		—		—
Line of credit	2,000		2,000		—		—		—		—
Total future contractual commitments	$	16,509	$	9,531	$	1,329	$	995	$	523	$	4,131

Operating Leases

The operating lease amounts shown above represent primarily off-balance sheet arrangements. For operating lease commitments, a liability is generally not recorded on our balance sheet unless the facility represents an excess facility for which an estimate of the facility exit costs has been recorded on our balance sheet, net of estimated sublease income. For operating leases that include contractual commitments for operating expenses and maintenance, estimates of such

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amounts are included based on current rates. Payments made under operating leases will be treated as rent expense for the facilities currently being utilized.

Purchase Commitments

The purchase commitments shown above represent non-cancellable inventory purchase commitments as of June 30, 2016.

Line of Credit

The line of credit obligation has been recorded as a liability on our balance sheet. The line of credit obligation amount shown above represents the scheduled principal repayment, but not the associated interest payments which may vary based on changes in market interest rates. At June 30, 2016, the interest rate under the WFB Facility was 3.15%.

As of June 30, 2016, we had $2.0 million outstanding under our line of credit under the WFB Facility and an additional $3.7 million committed as security for letters of credit. The maturity date under the WFB Facility is March 31, 2019. See above under “Cash Management” for further information about the WFB Facility.

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

Concentration of Credit Risk

Financial instruments which potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, and accounts receivable. Cash and cash equivalents consist principally of demand deposit and money market accounts. Cash and cash equivalents are principally held with various domestic financial institutions with high credit standing. We perform ongoing credit evaluations of our customers and generally do not require collateral. Allowances are maintained for potential doubtful accounts.

We anticipate that our results of operations in any given period may depend to a large extent on sales to a small number of large accounts. 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.

For the three months ended June 30, 2016 and 2015, four customers represented 39% and 32% of net revenue, respectively. For the six months ended June 30, 2016 and 2015, four customers represented 38% and 33% of net revenue, respectively.

As of June 30, 2016 and December 31, 2015, three customers accounted for 45% and 44% of net accounts receivable, respectively.

As of June 30, 2016, and December 31, 2015, receivables from customers in countries other than the United States represented 75% and 83%, respectively, of net accounts receivable.

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates primarily to our outstanding debt. As of June 30, 2016, our outstanding debt balance under our WFB Facility was $2.0 million. Amounts borrowed under the WFB Facility bear interest, payable monthly, at a floating rate equal to the three-month LIBOR plus a margin based on our average excess availability (as calculated under the WFB Facility). As of June 30, 2016, the interest rate on the WFB Facility was 3.15%. Assuming the outstanding balance on our variable rate debt remains constant over a year, a 2% increase in the interest rate would decrease pre-tax income and cash flow by less than $0.1 million.

Foreign Currency Risk

We transact business in various foreign countries. Substantially all of our assets are located in the United States. We have sales operations throughout Europe, Asia, the Middle East and Latin America. We are exposed to foreign currency exchange rate risk associated with foreign currency denominated assets and liabilities, primarily intercompany receivables and payables. Accordingly, our operating results are exposed to changes in exchange rates between the U.S. dollar and those currencies. During the first six months of 2016 and during 2015, we did not hedge any of our foreign currency exposure.

We have performed sensitivity analyses as of June 30, 2016 using a modeling technique that measures the impact on the balance sheet arising from a hypothetical 10% adverse movement in the levels of foreign currency exchange rates

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relative to the U.S. dollar, with all other variables held constant. The sensitivity analyses indicated that a hypothetical 10% adverse movement in foreign currency exchange rates would result in a foreign exchange loss of $0.4 million at June 30, 2016. This sensitivity analysis assumes a parallel adverse shift in foreign currency exchange rates, which do not always move in the same direction. Actual results may differ materially.

Item 4.    Controls and Procedures

Disclosure Controls and Procedures

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. The controls evaluation was done under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded in the Original Filing and Amendment No. 1 that, subject to the limitations noted in this Part I, Item 4, as of the end of the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified by the SEC, and that material information relating to Zhone and its consolidated subsidiaries is made known to management, including our Chief Executive Officer and Chief Financial Officer, particularly during the period when our periodic reports are being prepared. However, an evaluation of the effectiveness of our disclosure controls and procedures was performed subsequent to the filing of Amendment No. 1 under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2016, due to the fact that our unaudited interim financial statements were not reviewed by an independent registered public accounting firm. We have implemented enhanced procedures to ensure that an independent registered public accounting firm reviews all of our future unaudited interim financial statements to be disclosed in the quarterly reports we file or submit under the Securities Exchange Act of 1934. Our independent registered accounting firm has reviewed the unaudited interim financial statements contained in this Amended Filing and no material adjustments to our financial statements included in the Original Filing and Amendment No. 1 have resulted from this review.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

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PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

We are subject to various legal proceedings, claims and litigation arising in the ordinary course of business. While the outcome of these matters is currently not determinable, we do not expect that the ultimate costs to resolve these matters will have a material adverse effect on our consolidated financial position or results of operations. However, litigation is subject to inherent uncertainties, and unfavorable rulings could occur. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on the results of operations of the period in which the ruling occurs, or future periods.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015, as updated by the factors discussed in Part II, Item 1A. Risk Factors in our Quarterly Report on Form 10-Q for the three months ended March 31, 2016, which could materially affect our business, financial condition or future results. There have been no material changes to the risk factors described in the “Risk Factors” section in our Annual Report on Form 10-K for the year ended December 31, 2015, as so updated. The risks described in our Annual Report on Form 10-K, as so updated, are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 6.    Exhibits

The Exhibit Index on page 30 is incorporated herein by reference as the list of exhibits required as part of this report.

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SIGNATURES

Pursuant to the retirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ZHONE TECHNOLOGIES, INC.
Date: September 7, 2016	By:	/s/    JAMES NORROD
	Name:	James Norrod
	Title:	Chief Executive Officer
	By:	/s/    KIRK MISAKA
	Name:	Kirk Misaka
	Title:	Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
10.1	First Amendment to Office Lease Agreement, dated June 7, 2016, between Zhone Technologies, Inc. and BACM 2005-3 Bryan Dairy Industrial, LLC*
15.1	Awareness Letter from KPMG LLP regarding unaudited interim financial information
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a)
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)
32.1	Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Labels Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

* Previously filed

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