- Annual Report (10-K)

Position

Morteza Ejabat

Chief Executive Officer, President and
Chairman of the Board of Directors

Kirk Misaka

Chief Financial Officer, Corporate Treasurer and
Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2011

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

For the transition period from to

Commission File Number: 000-32743

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 No.)

7195 Oakport Street

Oakland, California 94621

(Address of principal executive office)

Registrant’s telephone number, including area code: (510) 777-7000

Securities registered pursuant to Section 12(b) of the Act:


Common Stock, $0.001 Par Value		The Nasdaq Stock Market LLC
(Title of class)		(Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 filed 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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 definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer ¨

Smaller reporting company x

(Do not check if a 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 March 1, 2012, there were 30,852,201 shares outstanding of the registrant’s common stock, $0.001 par value. As of June 30, 2011 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of common stock held by non-affiliates of the registrant was approximately $58,343,693.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement for the 2012 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K where indicated.

TABLE OF CONTENTS


		Page
PART I

Item 1.	Business		1

Item 1A.	Risk Factors		11

Item 1B.	Unresolved Staff Comments		24

Item 2.	Properties		24

Item 3.	Legal Proceedings		24

Item 4.	Mine Safety Disclosures		24

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		25

Item 6.	Selected Financial Data		26

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		27

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		43

Item 8.	Financial Statements and Supplementary Data		45

Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		74

Item 9A.	Controls and Procedures		74

Item 9B.	Other Information		75

PART III

Item 10.	Directors, Executive Officers and Corporate Governance		76

Item 11.	Executive Compensation		76

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		76

Item 13.	Certain Relationships and Related Transactions, and Director Independence		76

Item 14.	Principal Accountant Fees and Services		76

PART IV

Item 15.	Exhibits, Financial Statement Schedules		77

Signatures			78

Exhibits			79

Forward-looking Statements

This Annual Report on Form 10-K, 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 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, or 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 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, 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, 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. We undertake no obligation to revise or update any forward-looking statements for any reason.

PART I

ITEM 1.

BUSINESS

Company Overview

We design, develop and manufacture communications network equipment for telecommunications, wireless and cable operators worldwide. We believe that these network 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. Our mature SLMS architecture provides cost-efficiency and feature flexibility with support for voice over internet protocol (VoIP) and IP entertainment (IPTV). Within this versatile SLMS architecture, our products allow service providers to deliver all of these and other next generation converged packet services over their existing copper lines while providing support for fiber or Fiber to the home or business (FTTx) build-out. With our products and solutions, network service providers can seamlessly migrate from traditional circuit-based networks to packet-based networks and from copper-based access lines to fiber-based access lines without abandoning the investments they have made in their existing infrastructures.

In addition to our established product offerings, Zhone launched our flagship MXK IP Multi-service Terabit Access Concentrator (MXK) and multiple new Optical Line Terminal (OLT) and outdoor units in late 2009. Our MXK product is a converged multi-services access platform that can be configured as a Gigabit Passive Optical Network (GPON) or Active Ethernet OLT. The MXK GPON line module is ITU-T G.984 compliant, delivering

data throughputs of up to 2.5 Gbps downstream and 1.25 Gbps upstream. Each line card is designed for up to 64 passive splits per fiber. Active Ethernet delivers up to 100 Mbps point-to-point from a 20-port card. In 2011, we sold over 2,200 MXK systems to new and existing customers globally.

Zhone’s MXK product supports the next generation of high-performance business and residential FTTx services. Unlike most competing products, MXK has the ability to support both Passive Optical Network (PON) and Active Ethernet fiber technologies to the node, curb or premises. With our MXK product, service providers can offer digital or Ratio Frequency (RF) video, high-bandwidth Internet access, VoIP and cell relay services from a single OLT over IP. Additionally, our MXK product provides Zhone with industry leading density featuring an 8 port GPON Module enabling support for up to 9,216 GPON subscribers in a single MXK chassis.

The flexibility of our MXK product enables service providers to choose the best technology for both services and network architecture. Active Ethernet provides dedicated high symmetric bandwidth to the end customers and makes it an excellent technology for deployment of business services. GPON provides a cost-effective way to deliver high bandwidth to the residence for a robust triple play offering while enabling a host of high speed data and video options for the businesses. In addition to Active Ethernet and dense GPON support, the MXK provides a wide array of multi-service functionality supporting well defined access standards enabling the convergence of voice, data and entertainment over any access medium delivering high-performance all IP solutions designed for today’s traffic mix.

Corporate Information

We were incorporated in Delaware under the name Zhone Technologies, Inc. in June 1999, and in November 2003, we consummated our merger with Tellium, Inc. (Tellium). Although Tellium acted as the legal acquirer, due to various factors, including the relative voting rights, board control and senior management composition of the combined company, Zhone was treated as the “acquirer” for accounting purposes. Following the merger, the combined company was renamed Zhone Technologies, Inc. and retained substantially all of Zhone’s previous management and operating structure. The mailing address of our worldwide headquarters is 7195 Oakport Street, Oakland, California 94621, and our telephone number at that location is (510) 777-7000. Our website address is www.zhone.com . The information on our website does not constitute part of this report. Through a link on the Investor Relations section of our website , we make available the following filings as soon as reasonably practicable after they are electronically filed with or furnished to the SEC: our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. All such filings are available free of charge.

Industry Background

Over the past decade, the communications network industry has experienced rapid expansion as the internet and the proliferation of bandwidth intensive applications and services have led to an increased demand for high bandwidth communications networks. The broad adoption of new technologies such as smartphones, MP3 players, digital cameras and high definition televisions allow music, pictures, user-generated content (as found on the many video-sharing sites) and high definition video to be a growing part of consumers’ regular exchange of information. In recent years, the growth of social communications and social networking has continued to place demands on existing copper based access infrastructure and new consumer demands are challenging even the newest and most advanced infrastructures. All of these new technologies share a common dependency on high bandwidth communication networks and sophisticated traffic management tools. However, network service providers have struggled to meet the increased demand for high speed broadband access due to the constraints of the existing communications network infrastructure. This infrastructure consists of two interconnected networks:

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the “core” network, which interconnects service providers with each other; and

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the “access” network, which connects end-users to a service provider’s closest facility.

To address the increased demand for higher transmission speeds via greater bandwidth, service providers have expended significant capital over the past decade to upgrade the core network by replacing much of their copper infrastructure with high-speed optical infrastructure. While the use of fiber optic equipment in the core network has relieved the bandwidth capacity constraints in the core network between service providers, the access network continues to be a “bottleneck” that severely limits the transmission speed between service providers and end-users. As a result, communications in the core network can travel at up to 10 gigabits per second, while in stark contrast, many communications over the access network throughout the world still occur at a mere 56 kilobits per second, a speed that is 175,000 times slower. At 56 kilobits per second, it may take several minutes to access even a modestly media laden website and several hours to download large files. Fiber access lines have the potential to remedy this disparity, but re-wiring every home or business with fiber optic cable is both cost prohibitive and extremely time consuming. Consequently, solving the access network bottleneck has typically required more efficient use of the existing copper wire infrastructure and support for the gradual migration from copper to fiber.

In an attempt to deliver high bandwidth services over existing copper wire in the access network, service providers began deploying digital subscriber line (DSL) technology over a decade ago. However, this early DSL technology has practical limitations. Copper is a distance sensitive medium in that the amount of bandwidth available over a copper wire is inversely proportional to the length of the copper wire. In other words, the greater the distance between the service provider’s equipment and the customer’s premises, the lower the bandwidth. Unfortunately, most DSL services available today are provided by first generation DSL access multiplexer (DSLAM) equipment. These large unwieldy devices require conditioned power and a climate controlled environment typically found only in a telephone company’s central office, which is often at great distance from the customer. While adequate for basic data services, these first generation DSLAMs were not designed to meet the needs of today’s high bandwidth applications. The modest bandwidth provided by existing DSLAM equipment is often incapable of delivering even a single channel of standard definition video, much less multiple channels of standard definition video or high definition video.

Over the past decade, regulatory changes have introduced new competitors in the telecommunication services industry. Cable operators, with extensive networks designed originally to provide only video programming, have collaborated to adopt new packet technologies that leverage their hybrid fiber/coaxial cable infrastructure. Using more recent technologies, cable operators have begun to cost-effectively deliver new service bundles. The new service offerings provide not only enhanced features and capabilities, but also allow the cable operators to deliver these services over a common network. The resulting cost-efficiencies realized by cable operators are difficult for incumbent telephone companies to match. Even with the telephone companies’ legacy voice switches fully paid for, maintaining separate networks for their circuit-based voice and packet-based video and data networks is operationally non-competitive. Perhaps even more important than economic efficiencies, by integrating these services over a common packet infrastructure, cable operators will realize levels of integration between applications and new features that will be difficult to achieve from a multi-platform solution. Despite these benefits, coaxial cable has its own share of limitations. Unlike DSL, coaxial cable shares its bandwidth among all customers connected to it. Consequently, as new customers are added to coaxial cable networks, performance decreases. As a shared medium, large numbers of subscribers who simultaneously access the same segment of the coaxial cable network can potentially compromise performance and security. This represents a source of strategic advantage for telecom operators who employ technology designed to maximize their service capabilities on the point-to-point (i.e. not shared) architecture of their copper infrastructure. In addition, the introduction of 3G and 4G wireless technologies and improved satellite technologies have enabled wireless and satellite service providers to provide competitive broadband offerings as alternatives to traditional landline access. This increased competition has placed significant pressure on all network service providers. With significant service revenues at risk, these service providers have sought to upgrade and modernize their networks and broaden their service offerings to enable delivery of additional high bandwidth, high margin services, and to lower the cost of delivering these services.

The Zhone Solution

We believe that we are the first company dedicated solely to developing the full spectrum of next-generation access network solutions to cost-effectively deliver high bandwidth services while simultaneously preserving the investment in legacy networks. 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 using their existing infrastructures, as well as giving newer service providers the capability to deploy cost-effective, multi-service networks that can support voice, data and video.

Triple Play Services with Converged Voice, Data and Video – SLMS simplifies the access network by consolidating new and existing services onto a single line. This convergence of services and networks simplifies provisioning and operations, ensures quality of service and reliability, and reduces the time required to provide services. SLMS integrates access, transport, customer premises equipment, and management functions in a standards-based system that provides scalability, interoperability and functionality for voice, data and video services.

Packet Migration – SLMS is a flexible multi-service architecture that provides current services while simultaneously supporting migration to a pure packet network. This flexibility allows service providers to cost-effectively provide carrier class performance, and functionality for current and future services without interrupting existing services or abandoning existing subscribers. SLMS also protects the value of the investments made by residential and commercial subscribers in equipment, inside wiring and applications, thereby minimizing transition impact and subscriber attrition.

Fiber to the Home, Premise, Node, or Curb (FTTx) – We provide support for the full range of fiber-based access network architectures that are seeing increased use by carriers. In many markets worldwide, both business and residential demand for bandwidth is growing to the point where the deployment of fiber in the access network is increasingly desirable. Where copper loops are plentiful and where civil restrictions make fiber deployment all the way to the customer premises prohibitively expensive, if not impossible, many operators are choosing to deploy fiber from central offices to neighborhoods and then using VDSL2 over copper to deliver broadband connectivity over the last hundred meters or so. In other circumstances operators choose to deploy passive optical networks (PON) all the way to the customer premises, where a single fiber’s bandwidth is shared through splitters with up to 64 subscribers. Some circumstances demand so-called “home run” fiber networks (with dedicated fiber resources linking every customer directly to the central office) to maximize bandwidth or service segmentation. By supporting all these architectures within a common SLMS-based platform, we provide carriers maximum flexibility to build the network that best suits their needs.

Ethernet Service Delivery – We offer a complete array of equipment that allows carriers to deliver ethernet services over copper or fiber. For business subscribers, our ethernet over copper product family allows carriers to quickly deliver ethernet services over existing copper SHDSL or T1/E1 circuits. Multiple circuits can be bonded to provide over 70 Megabits per second, enough to deliver ample ethernet bandwidth to satisfy business subscribers’ growing service requirements. This copper-based solution provides a compelling alternative to burying fiber and dedicating valuable fiber strands to long-haul ethernet services to small and medium enterprises.

The Zhone Strategy

Our strategy has been to combine internal development with acquisitions of established access equipment vendors to achieve the critical mass required of telecommunications equipment providers. We expect that our future growth will focus primarily on organic growth in emerging technology markets. Going forward, the key elements of our strategy include:

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Expand Our Infrastructure to Meet Service Provider Needs . Network service providers require extensive support and integration with manufacturers to deliver reliable, innovative and cost-effective services. By combining advanced, computer-aided design, test and manufacturing systems with experienced, customer-focused management and technical staff, we believe that we have established the critical mass required to fully support global service provider requirements. We continue to expand our infrastructure through ongoing development and strategic relationships, continuously improving quality, reducing costs and accelerating delivery of advanced solutions.

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Continue the Development and Enhancement of Our SLMS Products . Our SLMS architecture is the cornerstone of our product development strategy. The design criteria for SLMS products include carrier-class reliability, multi-protocol and multi-service support, and ease of provisioning. We intend to continue to introduce SLMS products that offer the configurations and feature sets that our customers require. In addition, we have introduced products that adhere to the standards, protocols and interfaces dictated by international standards bodies and service providers. In 2009, we introduced our MXK product, a new flagship SLMS product that provides a converged multi-services access platform. To facilitate the rapid development of our existing and new SLMS architecture and products, we have established engineering teams responsible for each critical aspect of the architecture and products. We intend to continue to leverage our expertise in voice, data and video technologies to enhance our SLMS architecture, supporting new services, protocols and technologies as they emerge. To further this objective, we intend to continue investing in research and development efforts to extend the SLMS architecture and introduce new SLMS products.

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Deliver Full Customer Solutions . In addition to delivering hardware and software product solutions, we provide customers with pre-sales and post-sales support, education and professional services to enable our customers to more efficiently deploy and manage their networks. We provide customers with application notes, business planning information, web-based and phone-based troubleshooting assistance and installation guides. Our support programs provide a comprehensive portfolio of support tools and resources that enable our customers to effectively sell to, support and expand their subscriber base using our products and solutions.

Product Portfolio

Our products provide the framework around which we are designing and developing high speed communications software and equipment for the access network. All of the products listed below are currently available and being shipped to customers. Our products span two distinct categories:

SLMS Products

Our SLMS products address three areas of customer requirements. Our Broadband Aggregation and Service products aggregate, concentrate and optimize communications traffic from copper and fiber networks. These products are deployed in central offices, remote offices, points of presence, curbsides, data and co-location centers, and large enterprises. Our Customer Premise Equipment, or CPE, products offer a cost-effective solution for combining analog voice and data services to the subscriber’s premises over a single platform. The Zhone Management System, or ZMS, product provides optional software tools to help manage aggregation and customer premises network hardware. These products deliver voice, data and video interface connectivity for broadcast and subscription television, internet routers and traditional telephony equipment.

Our SLMS products include:


Category	Product	Function
Broadband Aggregation and Service	MXK	Multi-Service Terabit Access Concentrator
	MALC	Multi-Access Line Concentrator
	MXP/MX	Scalable 1U SLMS VDSL2/Active Ethernet
	MALC-OLT	FTTx Optical Line Terminal
	4000 /8000 /12000	DSLAMs
Customer Premise Equipment (CPE)	EtherXtend	Ethernet Over Copper
	16xx, 17xx, 6xxx zNID	Wireline/Wireless DSL Modems Optical Network Terminals
Network and Subscriber Management	ZMS	Zhone Management System

Legacy, Service and Other Products

Our legacy products support a variety of voice and data services, and are broadly deployed by service providers worldwide. Our main legacy product during 2011 and 2010 was our IMACS product which functions as a multi-access multiplexer.

Global Service & Support

In addition to our product offerings, we provide a broad range of service offerings through our Global Service & Support organization. We supplement our standard and extended product warranties with programs that offer technical support, product repair, education services and enhanced support services. These services enable our customers to protect their network investments, manage their networks more efficiently and minimize downtime for mission-critical systems. Technical support services are designed to help ensure that our products operate efficiently, remain highly available, and benefit from recent software releases. Through our education services program, we offer in-depth training courses covering network design, installation, configuration, operation, trouble-shooting and maintenance. Our enhanced services offering is a comprehensive program that provides network engineering, configuration, integration, project management and other consultative support to maximize the results of our customers during the design, deployment and operational phases. As part of our commitment to ensure around-the-clock support, we maintain a technical assistance center and a staff of qualified network support engineers to provide customers with 24-hour service, seven days a week.

Technology

We believe that our future success is built upon our investment in the development of advanced technologies. SLMS is based on a number of technologies that provide sustainable advantages, including the following:

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Services-Centric Architecture. SLMS has been designed from inception for the delivery of multiple classes of subscriber services (such as voice, data or video distribution), rather than being based on a particular protocol or media. Our SLMS products are built to interoperate in networks supporting packet, cell and circuit technologies. This independence between services and the underlying transportation is designed to position our products to be able to adapt to future transportation technologies within established architectures and to allow our customers to focus on service delivery.

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Common Code Base. Our SLMS products share a common base of software code, which is designed to accelerate development, improve software quality, enable rapid deployment, and minimize training and operations costs, in conjunction with network management software.

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Network Management and Operations. Our ZMS product provides management capabilities that enable rapid, cost-effective, and secure control of the network; standards-based interfaces for seamless

integration with supporting systems; hierarchical service and subscriber profiles to allow rapid service definition and provisioning, and to enable wholesaling of services; automated and intelligent CPE provisioning to provide the best end-user experience and accelerate service turn-up; load-balancing for scalability; and full security features to ensure reliability and controlled access to systems and data.

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Test Methodologies. Our SLMS architecture provides for interoperability with a variety of products that reside in networks in which we will deploy our products. To ensure interoperability, we have built a testing facility to conduct extensive multi-vendor trials and to ensure full performance under valid network conditions. Testing has included participation with partners’ certification and accreditation programs for a wide range of interoperable products, including soft switches, SAN equipment and management software. The successful completion of these processes is required by our largest customers to ensure interoperability with their existing software and systems.

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Acquired Technologies. Since our inception, we have completed twelve acquisitions pursuant to which we acquired products, technology and additional technical expertise.

Customers

We sell our products and services to network service providers that offer voice, data and video services to businesses, governments, utilities and residential consumers. Our global customer base includes regional, national and international telecommunications carriers. To date, our products are deployed by over 750 network service providers on six continents worldwide. Emirates Telecommunications Corporation (Etisalat) accounted for 15% of net revenue in 2011 and 24% of net revenue in 2010. No other customer accounted for 10% or more of net revenue during either period.

Research and Development

The industry in which we compete is subject to rapid technological developments, evolving industry standards, changes in customer requirements, and continuing developments in communications service offerings. Our continuing ability to adapt to these changes, and to develop new and enhanced products, is a significant factor in maintaining or improving our competitive position and our prospects for growth. Therefore, we continue to make significant investments in product development.

We conduct the majority of our research and product development activities at our headquarters in Oakland, California. In Oakland, we have built an extensive communications laboratory with hundreds of access infrastructure products from multiple vendors that serve as an interoperability and test facility. This facility allows us to emulate a communications network with serving capacity equivalent to that supporting a city of 350,000 residents. We also have focused engineering staff and activities at additional development centers located in Alpharetta, Georgia; Largo, Florida; Westlake Village, California; and Portsmouth, New Hampshire.

Our product development activities focus on products to support both existing and emerging technologies in the segments of the communications industry that we consider viable revenue opportunities. We are actively engaged in continuing to refine our SLMS architecture, introducing new products under our SLMS architecture, and creating additional interfaces and protocols for both domestic and international markets.

We continue our commitment to invest in leading edge technology research and development. Our research and product development expenditures were $21.4 million, $21.2 million, and $22.1 million, in 2011, 2010 and 2009, respectively. All of our expenditures for research and product development costs, as well as stock-based compensation expense relating to research and product development, have been expensed as incurred. These amounts include stock-based compensation of $0.2 million, $0.4 million, and $0.4 million for 2011, 2010, and 2009, respectively. We plan to continue to support the development of new products and features, while seeking to carefully manage associated costs through expense controls.

Intellectual Property

We seek to establish and maintain our proprietary rights in our technology and products through the use of patents, copyrights, trademarks and trade secret laws. We also seek to maintain our trade secrets and confidential information by nondisclosure policies and through the use of appropriate confidentiality agreements. We have obtained a number of patents and trademarks in the United States and in other countries. There can be no assurance, however, that these rights can be successfully enforced against competitive products in every jurisdiction. Although we believe the protection afforded by our patents, copyrights, trademarks and trade secrets has value, the rapidly changing technology in the networking industry and uncertainties in the legal process make our future success dependent primarily on the innovative skills, technological expertise, and management abilities of our employees rather than on the protection afforded by patent, copyright, trademark, and trade secret laws.

Many of our products are designed to include software or other intellectual property licensed from third parties. While it may be necessary in the future to seek or renew licenses relating to various aspects of our products, we believe, based upon past experience and standard industry practice, that such licenses generally could be obtained on commercially reasonable terms. Nonetheless, there can be no assurance that the necessary licenses would be available on acceptable terms, if at all. Our inability to obtain certain licenses or other rights or to obtain such licenses or rights on favorable terms, or the need to engage in litigation regarding these matters, could have a material adverse effect on our business, operating results and financial condition.

The communications industry is characterized by rapidly changing technology, a large number of patents, and frequent claims and related litigation regarding patent and other intellectual property rights. We cannot assure you that our patents and other proprietary rights will not be challenged, invalidated or circumvented, that others will not assert intellectual property rights to technologies that are relevant to us, or that our rights will give us a competitive advantage. In addition, the laws of some foreign countries may not protect our proprietary rights to the same extent as the laws of the United States.

Sales and Marketing

We have a sales presence in various domestic and foreign locations, and we sell our products and services both directly and indirectly through channel partners with support from our sales force. Channel partners include distributors, resellers, system integrators and service providers. These partners sell directly to end customers and often provide system installation, technical support, professional services and support services in addition to the network equipment sale. Our sales efforts are generally organized according to geographical regions:

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U.S. Sales. Our U.S. Sales organization establishes and maintains direct relationships with domestic customers, which include communication service providers, cable operators, independent operating companies, or IOCs, as well as competitive carriers, developers and utilities. In addition, this organization is responsible for managing our distribution and original equipment manufacturer, or OEM, partnerships.

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International Sales. Our International Sales organization targets foreign based service providers and is staffed with individuals with specific experience dealing with service providers in their designated international territories.

Our marketing team works closely with our sales, research and product development organizations, and our customers by providing communications that keep the market current on our products and features. Marketing also identifies and sizes new target markets for our products, creates awareness of our company and products, generates contacts and leads within these targeted markets and performs outbound education and public relations.

Backlog

Our backlog consists of purchase orders for products and services that we expect to ship or perform within the next year. At December 31, 2011, our backlog was $7.3 million, as compared to $4.4 million at December 31, 2010. We consider backlog to be an indicator, but not the sole predictor, of future sales because our customers may cancel or defer orders without penalty.

Competition

We compete in the communications equipment market, providing products and services for the delivery of voice, data and video services. This market is characterized by rapid change, converging technologies and a migration to solutions that offer superior advantages. These market factors represent both an opportunity and a competitive threat to us. We compete with numerous vendors, including Alcatel-Lucent, Calix, Huawei, and ZTE, among others. In addition, a number of companies have introduced products that address the same network needs that our products address, both domestically and abroad. The overall number of our competitors may increase, and the identity and composition of competitors may change. As we continue to expand our sales globally, we may see new competition in different geographic regions. Barriers to entry are relatively low, and new ventures to create products that do or could compete with our products are regularly formed. Many of our competitors have greater financial, technical, sales and marketing resources than we do.

The principal competitive factors in the markets in which we presently compete and may compete in the future include:

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product performance;

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interoperability with existing products;

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scalability and upgradeability;

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conformance to standards;

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breadth of services;

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reliability;

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ease of installation and use;

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geographic footprints for products;

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ability to provide customer financing;

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price;

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technical support and customer service; and

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brand recognition.

While we believe that we compete successfully with respect to each of these factors, we expect to face intense competition in our market. In addition, the inherent nature of communications networking requires interoperability. As such, we must cooperate and at the same time compete with many companies.

Manufacturing

We manufacture our products using a strategic combination of procurement from qualified suppliers, in-house manufacturing at our facility in Florida, and the use of original design manufacturers (ODM) located in the Far East. Since our acquisition of Paradyne Networks, Inc., or Paradyne, in September 2005, we have been manufacturing a significant majority of our more complex products at our manufacturing facility in Florida.

Our parts and components are procured from a variety of qualified suppliers in the U.S., Far East, Mexico, and other countries around the world per our Approved Supplier List and detailed engineering specifications. Some completed products are procured to our specifications and shipped directly to our customers. We also acquire completed products from certain suppliers and configure and ship from our facility. Some of these purchases are significant. We purchase both standard off-the-shelf parts and components, which are generally available from more than one supplier, and single-source parts and components. We have generally been able to obtain adequate supplies to meet customer demand in a timely manner from our current vendors, or, when necessary, from alternate vendors. We believe that alternate vendors can be identified if current vendors are unable to fulfill our needs, or design changes can be made to employ alternate parts.

We design, specify, and monitor all of the tests that are required to meet our quality standards. Our manufacturing and test engineers work closely with our design engineers to ensure manufacturability and testability of our products, and to ensure that manufacturing and testing processes evolve as our technologies evolve. Our manufacturing engineers specify, build, or procure our test stations, establish quality standards and protocols, and develop comprehensive test procedures and processes to assure the reliability and quality of our products. These processes and tests are reviewed by our design engineers to ensure they meet the intent of the design. Products that are procured complete or partially complete are inspected, tested, and audited for quality control.

Our manufacturing quality system is ISO-9001 and is certified to ISO-9001 by our external registrar. ISO-9001 ensures our processes are documented, followed, and continuously improved. Internal audits are conducted on a regular schedule by our quality assurance personnel, and external audits are conducted by our external registrar every six months. Our quality system is based upon our model for quality assurance in design, development, production, installation, and service to ensure our products meet rigorous quality standards.

We believe that we have sufficient production capacity to meet current and future demand for our product offerings through a combination of existing and added capacity, additional employees, or the outsourcing of products or components.

Compliance with Regulatory and Industry Standards

Our products must comply with a significant number of voice and data regulations and standards which vary between the U.S. and international markets, and which vary between specific international markets. Standards for new services continue to evolve, and we may need to modify our products or develop new versions to meet these standards. Standards setting and compliance verification in the U.S. are determined by the Federal Communications Commission, or FCC, Underwriters Laboratories, Quality Management Institute, Telcordia Technologies, Inc., and other communications companies. In international markets, our products must comply with standards issued by the European Telecommunications Standards Institute, or ETSI, and implemented and enforced by the telecommunications regulatory authorities of each nation.

Environmental Matters

Our operations and manufacturing processes are subject to federal, state, local and foreign environmental protection laws and regulations. These laws and regulations relate to the use, handling, storage, discharge and disposal of certain hazardous materials and wastes, the pre-treatment and discharge of process waste waters and the control of process air pollutants.

We believe that our operations and manufacturing processes currently comply in all material respects with applicable environmental protection laws and regulations. If we fail to comply with any present and future regulations, we could be subject to future liabilities, the suspension of production or a prohibition on the sale of our products. In addition, such regulations could require us to incur other significant expenses to comply with environmental regulations, including expenses associated with the redesign of any non-compliant product. From time to time new regulations are enacted, and it is difficult to anticipate how such regulations will be

implemented and enforced. For example, in 2003 the European Union enacted the Restriction on the Use of Certain Hazardous Substances in Electrical and Electronic Equipment Directive (RoHS) and the Waste Electrical and Electronic Equipment Directive (WEEE), for implementation in European Union member states. We are aware of similar legislation that is currently in force or is being considered in the United States, as well as other countries. Our failure to comply with any of such regulatory requirements or contractual obligations could result in our being liable for costs, fines, penalties and third-party claims, and could jeopardize our ability to conduct business in countries in the jurisdictions where these regulations apply.

Employees

As of December 31, 2011, we employed 339 individuals worldwide. We consider the relationships with our employees to be positive. Competition for technical personnel in our industry is intense. We believe that our future success depends in part on our continued ability to hire, assimilate and retain qualified personnel. To date, we believe that we have been successful in recruiting qualified employees, but there is no assurance that we will continue to be successful in the future.

Executive Officers

Set forth below is information concerning our executive officers and their ages as of December 31, 2011.

Morteza Ejabat is a co-founder of Zhone and has served as Chairman of the Board of Directors, President and Chief Executive Officer since June 1999. Prior to co-founding Zhone, from June 1995 to June 1999, Mr. Ejabat was President and Chief Executive Officer of Ascend Communications, Inc., a provider of telecommunications equipment which was acquired by Lucent Technologies, Inc. in June 1999. Previously, Mr. Ejabat held various senior management positions with Ascend from September 1990 to June 1995, most recently as Executive Vice President and Vice President, Operations. Mr. Ejabat holds a B.S. in Industrial Engineering and an M.S. in Systems Engineering from California State University at Northridge and an M.B.A. from Pepperdine University.

Kirk Misaka has served as Zhone’s Corporate Treasurer since November 2000 and as Chief Financial Officer and Secretary since July 2003. Prior to joining Zhone, Mr. Misaka was a Certified Public Accountant with KPMG LLP from 1980 to 2000, becoming a partner in 1989. Mr. Misaka earned a B.S. and an M.S. in Accounting from the University of Utah, and an M.S. in Tax from Golden Gate University.

ITEM 1A.

RISK FACTORS

Set forth below and elsewhere in this report and in other documents we file with the SEC are risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements contained in this report.

Our future operating results are difficult to predict and our stock price may continue to be volatile.

As a result of a variety of factors discussed in this report, our revenues for a particular quarter are difficult to predict. Our revenue and operating results may vary significantly from quarter to quarter due to a number of factors, many of which are outside of our control. The primary factors that may affect our results of operations include the following:

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commercial acceptance of our SLMS products;

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fluctuations in demand for network access products;

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the timing and size of orders from customers;

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the ability of our customers to finance their purchase of our products as well as their own operations;

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new product introductions, enhancements or announcements by our competitors;

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our ability to develop, introduce and ship new products and product enhancements that meet customer requirements in a timely manner;

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changes in our pricing policies or the pricing policies of our competitors;

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the ability of our company and our contract manufacturers to attain and maintain production volumes and quality levels for our products;

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our ability to obtain sufficient supplies of sole or limited source components;

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increases in the prices of the components we purchase, or quality problems associated with these components;

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unanticipated changes in regulatory requirements which may require us to redesign portions of our products;

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changes in accounting rules, such as recording expenses for employee stock option grants;

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integrating and operating any acquired businesses;

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our ability to achieve targeted cost reductions;

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how well we execute on our strategy and operating plans; and

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general economic conditions as well as those specific to the communications, internet and related industries.

Any of the foregoing factors, or any other factors discussed elsewhere herein, could have a material adverse effect on our business, results of operations, and financial condition that could adversely affect our stock price. In addition, public stock markets have experienced, and may in the future experience, extreme price and trading volume volatility, particularly in the technology sectors of the market. This volatility has significantly affected the market prices of securities of many technology companies for reasons frequently unrelated to or disproportionately impacted by the operating performance of these companies. These broad market fluctuations may adversely affect the market price of our common stock. In addition, if our average market capitalization falls below the carrying value of our assets for an extended period of time as it did in 2011, this may indicate that the fair value of our net assets is below their carrying value, and may result in recording impairment charges.

During 2008-2009 and the fourth quarter of 2011, declines in our stock price caused the bid price for our common stock to fall below the $1.00 minimum per share bid price required for continued inclusion on The Nasdaq Capital Market under Marketplace Rule 5550(a)(2), and we received letters from The Nasdaq Stock Market, or Nasdaq, requiring us to regain compliance within a specified period. A failure to regain compliance could result in our stock being delisted, subject to a right of appeal. In March 2010, we regained compliance with the minimum bid price rule by effecting a reverse stock split at an exchange ratio of one-for-five. In February 2012, we received a letter from Nasdaq advising us that we had regained compliance with the minimum bid price rule as the closing bid price of our common stock had been $1.00 per share or greater for ten consecutive business days. Our stock price continues to be volatile, and there can be no assurance that our stock price will remain above the minimum bid price or that we will be able to regain compliance if our stock price falls below the minimum bid price again in the future.

We have incurred significant losses to date and expect that we may continue to incur losses in the foreseeable future. If we fail to generate sufficient revenue to achieve or sustain profitability, our stock price could decline.

We have incurred significant losses to date and expect that we may continue to incur losses in the foreseeable future. Our net losses for 2011 and 2010 were $11.7 million and $4.8 million, respectively, and we had an accumulated deficit of $1,032.1 million at December 31, 2011. We have significant fixed expenses and expect that we will continue to incur substantial manufacturing, research and product development, sales and marketing, customer support, administrative and other expenses in connection with the ongoing development of our business. In addition, we may be required to spend more on research and product development than originally budgeted to respond to industry trends. We may also incur significant new costs related to acquisitions and the integration of new technologies and other acquisitions that may occur in the future. We may not be able to adequately control costs and expenses or achieve or maintain adequate operating margins. As a result, our ability to achieve and sustain profitability will depend on our ability to generate and sustain substantially higher revenue while maintaining reasonable cost and expense levels. If we fail to generate sufficient revenue to achieve or sustain profitability, we will continue to incur substantial operating losses and our stock price could decline.

We have significant debt obligations, which could adversely affect our business, operating results and financial condition.

As of December 31, 2011, we had approximately $15.0 million of total debt outstanding under our $25.0 million revolving line of credit and letter of credit facility with Silicon Valley Bank, or SVB (the SVB Facility), of which all was current. In addition, as of December 31, 2011, $7.9 million was committed as security for various letters of credit under the SVB Facility. In January 2012, we repaid all amounts owing under the SVB Facility, and the SVB Facility expired on March 13, 2012. On March 13, 2012, we entered into a new credit agreement with Wells Fargo Bank, or WFB, for a $25.0 million revolving line of credit and letter of credit facility, or the WFB Facility, to provide us with liquidity and working capital through March 12, 2014. We expect to make borrowings from time to time under the WFB Facility. The WFB Facility includes covenants, restrictions and financial ratios that may restrict our ability to operate our business. Our debt obligations could materially and adversely affect us in a number of ways, including:

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limiting our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions or general corporate purposes;

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limiting our flexibility to plan for, or react to, changes in our business or market conditions;

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requiring us to use a significant portion of any future cash flow from operations to repay or service the debt, thereby reducing the amount of cash available for other purposes;

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making us more highly leveraged than some of our competitors, which may place us at a competitive disadvantage; and

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making us more vulnerable to the impact of adverse economic and industry conditions and increases in interest rates.

We cannot assure you that we will be able to generate sufficient cash flow in amounts sufficient to enable us to service our debt or to meet our working capital and capital expenditure requirements. If we are unable to generate sufficient cash flow from operations or to borrow sufficient funds to service our debt, due to borrowing base restrictions or otherwise, we may be required to sell assets, reduce capital expenditures or obtain additional financing. We cannot assure you that we will be able to engage in any of these actions on reasonable terms, if at all.

If we default under our WFB Facility because of a covenant breach or otherwise, all outstanding amounts thereunder could become immediately due and payable. We were in compliance with our covenants under our former SVB Facility as of December 31, 2011; however, our failure to satisfy the financial covenant thereunder

regarding minimum EBITDA for the compliance period ended December 31, 2010 constituted a default under the SVB Facility. Although we were able to obtain a waiver under the SVB Facility with respect to this default, we cannot give assurances that we will be able to obtain a waiver should a default under our new WFB Facility occur in the future. Any acceleration of amounts due could have a material adverse effect on our liquidity and financial condition.

If we are unable to obtain additional capital to fund our existing and future operations, we may be required to reduce the scope of our planned product development, and marketing and sales efforts, which would harm our business, financial condition and results of operations.

The development and marketing of new products, and the expansion of our direct sales operations and associated support personnel requires a significant commitment of resources. We may continue to incur significant operating losses or expend significant amounts of capital if:

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the market for our products develops more slowly than anticipated;

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we fail to establish market share or generate revenue at anticipated levels;

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our capital expenditure forecasts change or prove inaccurate; or

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we fail to respond to unforeseen challenges or take advantage of unanticipated opportunities.

As a result, we may need to raise substantial additional capital. Additional capital, if required, may not be available on acceptable terms, or at all. For example, U.S. credit markets have in recent years experienced significant dislocations and liquidity disruptions which caused the spreads on prospective debt financings to widen considerably. These circumstances materially impacted liquidity in debt markets, making financing terms for borrowers less attractive and resulting in the general unavailability of some forms of debt financing. Uncertainty in credit or capital markets could negatively impact our ability to access debt financing or to refinance existing indebtedness in the future 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. Weak and recessionary economic conditions in recent years have also adversely affected the trading prices of equity securities of many U.S. companies, including Zhone, which may make it more difficult or costly for us to raise capital through the issuance of common stock, preferred stock or other equity securities. If we elect to raise equity capital, this may be dilutive to existing stockholders and could reduce the trading price of our common stock. 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 that we have previously taken, which could have a material adverse effect on our business, financial condition and results of operations.

Our lack of liquid funds and other sources of financing may limit our ability to maintain our existing operations, grow our business and compete effectively.

Our continued losses reduced our cash, cash equivalents and short-term investments in 2010 and 2011. As of December 31, 2011, we had approximately $18.2 million in cash, cash equivalents and short-term investments and $15.0 million outstanding under our bank lending facility. 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, or to borrow on potentially unfavorable terms. We may be unable to sell assets, or access additional indebtedness to meet these needs. As a result, we may become unable to pay our ordinary expenses, including our debt service, on a timely basis. Our current lack of liquidity could harm us by:

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

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

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

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

We cannot be certain that additional financing, if needed, will be available on acceptable terms or at all. If we cannot raise any necessary additional financing on acceptable terms, we may not be able to fund our business expansion, take advantage of future opportunities, meet our existing debt obligations or respond to competitive pressures or unanticipated capital requirements, any of which could have a material adverse effect on our business, financial condition and results of operations. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preference or privileges senior to those of existing holders of our common stock.

We face a number of risks related to continued weak economic and market conditions.

Global market and economic conditions in recent years have been unprecedented and challenging, with most major economies experiencing tighter credit conditions and an economic recession. Continued market turbulence and weak economic conditions, as well as concerns about energy costs, geopolitical issues, the availability and cost of credit, and the global housing and mortgage markets have contributed to continued market volatility and weak economic growth in most major economies. These conditions, combined with volatile oil prices, low business and consumer confidence and continued significant unemployment, have contributed to volatility of unprecedented levels. Continued weak economic and market conditions globally could impact our business in a number of ways, including:

Potential deferment of purchases and orders by customers : Uncertainty about current and future global economic conditions may cause consumers, businesses and governments to defer purchases in response to continued flat revenue budgets, tighter credit, decreased cash availability and weak consumer confidence. Accordingly, future demand for our products could differ materially from our current expectations.

Customers’ inability to obtain financing to make purchases from Zhone and/or maintain their business: Some of our customers require substantial financing in order to finance their business operations, including capital expenditures on new equipment and equipment upgrades, and make purchases from Zhone. The potential inability of these customers to access the capital needed to finance purchases of our products and meet their payment obligations to us could adversely impact our financial condition and results of operations. If our customers become insolvent due to market and economic conditions or otherwise, it could have a material adverse impact on our business, financial condition and results of operations.

Negative impact from increased financial pressures on third-party dealers, distributors and retailers : We make sales in certain regions through third-party dealers, distributors and retailers. These third parties may be impacted, among other things, by the significant decrease in available credit in recent years. If credit pressures or other financial difficulties result in insolvency for these third parties and we are unable to successfully transition end customers to purchase our products from other third parties, or from us directly, it could adversely impact our financial condition and results of operations.

Negative impact from increased financial pressures on key suppliers: Our ability to meet customers’ demands depends, in part, on our ability to obtain timely and adequate delivery of quality materials, parts and components from our suppliers. Certain of our components are available only from a single source or limited sources. If certain key suppliers were to become capacity constrained or insolvent, it could result in a reduction or interruption in supplies or a significant increase in the price of supplies and adversely impact our financial condition and results of operations. In addition, credit constraints of key suppliers could result in accelerated payment of accounts payable by Zhone, impacting our cash flow.

If weak economic, market and geopolitical conditions in the United States and the rest of the world continue or worsen, we may experience material adverse impacts on our business, operating results and financial condition.

If demand for our SLMS products does not develop, then our results of operations and financial condition will be adversely affected.

Our future revenue depends significantly on our ability to successfully develop, enhance and market our SLMS products to the network service provider market. Most network service providers have made substantial investments in their current infrastructure, and they may elect to remain with their current architectures or to adopt new architectures, such as SLMS, in limited stages or over extended periods of time. A decision by a customer to purchase our SLMS products will involve a significant capital investment. We must convince our service provider customers that they will achieve substantial benefits by deploying our products for future upgrades or expansions. We do not know whether a viable market for our SLMS products will develop or be sustainable. If this market does not develop or develops more slowly than we expect, our business, financial condition and results of operations will be seriously harmed.

We depend upon the development of new products and enhancements to existing products, and if we fail to predict and respond to emerging technological trends and customers’ changing needs, our operating results and market share may suffer.

The markets for our products are characterized by rapidly changing technology, evolving industry standards, changes in end-user requirements, frequent new product introductions and changes in communications offerings from network service provider customers. Our future success depends on our ability to anticipate or adapt to such changes and to offer, on a timely and cost-effective basis, products that meet changing customer demands and industry standards. We may not have sufficient resources to successfully and accurately anticipate customers’ changing needs and technological trends, manage long development cycles or develop, introduce and market new products and enhancements. The process of developing new technology is complex and uncertain, and if we fail to develop new products or enhancements to existing products on a timely and cost-effective basis, or if our new products or enhancements fail to achieve market acceptance, our business, financial condition and results of operations would be materially adversely affected.

Because our products are complex and are deployed in complex environments, our products may have defects that we discover only after full deployment by our customers, which could seriously harm our business.

We produce highly complex products that incorporate leading-edge technology, including both hardware and software. Software typically contains defects or programming flaws that can unexpectedly interfere with expected operations. In addition, our products are complex and are designed to be deployed in large quantities across complex networks. Because of the nature of these products, they can only be fully tested when completely deployed in large networks with high amounts of traffic, and there is no assurance that our pre-shipment testing programs will be adequate to detect all defects. As a result, our customers may discover errors or defects in our hardware or software, or our products may not operate as expected, after they have been fully deployed by our customers. If we are unable to cure a product defect, we could experience damage to our reputation, reduced customer satisfaction, loss of existing customers and failure to attract new customers, failure to achieve market acceptance, reduced sales opportunities, loss of revenue and market share, increased service and warranty costs, diversion of development resources, legal actions by our customers, and increased insurance costs. Defects, integration issues or other performance problems in our products could also result in financial or other damages to our customers. Our customers could seek damages for related losses from us, which could seriously harm our business, financial condition and results of operations. A product liability claim brought against us, even if unsuccessful, would likely be time consuming and costly. The occurrence of any of these problems would seriously harm our business, financial condition and results of operations.

A shortage of adequate component supply or manufacturing capacity could increase our costs or cause a delay in our ability to fulfill orders, and our failure to estimate customer demand properly may result in excess or obsolete component inventories that could adversely affect our gross margins.

Occasionally, we may experience a supply shortage, or a delay in receiving, certain component parts as a result of strong demand for the component parts and/or capacity constraints or other problems experienced by suppliers. If shortages or delays persist, the price of these components may increase, or the components may not be available at all, and we may also encounter shortages if we do not accurately anticipate our needs. Conversely, we may not be able to secure enough components at reasonable prices or of acceptable quality to build new products in a timely manner in the quantities or configurations needed. Accordingly, our revenue and gross margins could suffer until other sources can be developed. Our operating results would also be adversely affected if, anticipating greater demand than actually develops, we commit to the purchase of more components than we need. Furthermore, as a result of binding price or purchase commitments with suppliers, we may be obligated to purchase components at prices that are higher than those available in the current market. In the event that we become committed to purchase components at prices in excess of the current market price when the components are actually used, our gross margins could decrease. In the past we experienced component shortages that adversely affected our financial results and in the future may continue to experience component shortages.

We rely on contract manufacturers for a portion of our manufacturing requirements.

We rely on contract manufacturers to perform a portion of the manufacturing operations for our products. These contract manufacturers build product for other companies, including our competitors. In addition, we do not have contracts in place with some of these providers and may not be able to effectively manage those relationships. We cannot be certain that our contract manufacturers will be able to fill our orders in a timely manner. We face a number of risks associated with this dependence on contract manufacturers including reduced control over delivery schedules, the potential lack of adequate capacity during periods of excess demand, poor manufacturing yields and high costs, quality assurance, increases in prices, and the potential misappropriation of our intellectual property. We have experienced in the past, and may experience in the future, problems with our contract manufacturers, such as inferior quality, insufficient quantities and late delivery of products.

We depend on a limited source of suppliers for several key components. If we are unable to obtain these components on a timely basis, we will be unable to meet our customers’ product delivery requirements, which would harm our business.

We currently purchase several key components from a limited number of suppliers. If any of our limited source of suppliers become insolvent, cease business or experience capacity constraints, work stoppages or any other reduction or disruption in output, they may be unable to meet our delivery schedules. Our suppliers may enter into exclusive arrangements with our competitors, be acquired by our competitors, stop selling their products or components to us at commercially reasonable prices, refuse to sell their products or components to us at any price or be unable to obtain or have difficulty obtaining components for their products from their suppliers. If we do not receive critical components from our limited source of suppliers in a timely manner, we will be unable to meet our customers’ product delivery requirements. Any failure to meet a customer’s delivery requirements could materially adversely affect our business, operating results and financial condition and could materially damage customer relationships.

Our target customer base is concentrated, and the loss of one or more of our customers could harm our business.

The target customers for our products are network service providers that operate voice, data and video communications networks. There are a limited number of potential customers in our target market. During 2011, Etisalat accounted for 15% of net revenue and we expect that a significant portion of our future revenue will depend on sales of our products to a limited number of customers. As a result, our revenue for any quarter may

be subject to significant volatility based on changes in orders from one or a small number of key customers. Any failure of one or more customers to purchase products from us for any reason, including any downturn in their businesses, would seriously harm our business, financial condition and results of operations.

Industry consolidation may lead to increased competition and may harm our operating results.

There has been a trend toward industry consolidation in the communications equipment market for several years. We expect this trend to continue as companies attempt to strengthen or hold their market positions in an evolving industry and as companies are acquired or are unable to continue operations. We believe that industry consolidation may result in stronger competitors that are better able to compete as sole-source vendors for customers. This could have a material adverse effect on our business, financial condition and results of operations. Furthermore, rapid consolidation could result in a decrease in the number of customers we serve. Loss of a major customer could have a material adverse effect on our business, financial condition and results of operations.

We are exposed to the credit risk of some of our customers and to credit exposures in weakened markets, which could result in material losses.

Recent industry and economic conditions have weakened the financial position of some of our customers and their ability to access capital to finance their business operations, including capital expenditures. To sell to some of these customers, we may be required to assume incremental risks of uncollectible accounts or to extend credit or credit support. While we monitor these situations carefully and attempt to take appropriate measures to protect ourselves, including factoring credit arrangements to financial institutions, it is possible that we may have to defer revenue until cash is collected or write-down or write-off uncollectible accounts. Such write-downs or write-offs, if large, could have a material adverse effect on our results of operations and financial condition.

The market we serve is highly competitive and we may not be able to compete successfully.

Competition in the communications equipment market is intense. This market is characterized by rapid change, converging technologies and a migration to networking solutions that offer superior advantages. We are aware of many companies in related markets that address particular aspects of the features and functions that our products provide. Currently, our primary competitors include Alcatel-Lucent, Calix, Huawei, and ZTE, among others. We also may face competition from other large communications equipment companies or other companies that may enter our market in the future. In addition, a number of companies have introduced products that address the same network needs that our products address, both domestically and abroad. Many of our competitors have longer operating histories, greater name recognition, larger customer bases and greater financial, technical, sales and marketing resources than we do and may be able to undertake more extensive marketing efforts, adopt more aggressive pricing policies and provide more customer financing than we can. In particular, we are encountering price-focused competitors from Asia, especially China, which places pressure on us to reduce our prices. If we are forced to reduce prices in order to secure customers, we may be unable to sustain gross margins at desired levels or achieve profitability. Competitive pressures could result in increased pricing pressure, reduced profit margins, increased sales and marketing expenses and failure to increase, or the loss of, market share, any of which could reduce our revenue and adversely affect our financial results. Moreover, our competitors may foresee the course of market developments more accurately than we do and could develop new technologies that render our products less valuable or obsolete.

In our markets, principal competitive factors include:

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product performance;

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interoperability with existing products;

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scalability and upgradeability;

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conformance to standards;

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breadth of services;

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reliability;

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ease of installation and use;

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geographic footprints for products;

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ability to provide customer financing;

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price;

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technical support and customer service; and

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brand recognition.

If we are unable to compete successfully against our current and future competitors, we may have difficulty obtaining or retaining customers, and we could experience price reductions, order cancellations, increased expenses and reduced gross margins, any of which could have a material adverse effect on our business, financial condition and results of operations.

Our success largely depends on our ability to retain and recruit key personnel, and any failure to do so would harm our ability to meet key objectives.

Our future success depends upon the continued services of our executive officers and our ability to identify, attract and retain highly skilled technical, managerial, sales and marketing personnel who have critical industry experience and relationships that we rely on to build our business, including Morteza Ejabat, our co-founder, Chairman, President and Chief Executive Officer, and Kirk Misaka, our Chief Financial Officer. The loss of the services of any of our key employees, including Messrs. Ejabat and Misaka, could delay the development and production of our products and negatively impact our ability to maintain customer relationships, which would harm our business, financial condition and results of operations.

Any strategic acquisitions or investments we make could disrupt our operations and harm our operating results.

As of December 31, 2011, we had acquired twelve companies or product lines since we were founded in 1999. Further, we may acquire additional businesses, products or technologies in the future. On an ongoing basis, we may evaluate acquisitions of, or investments in, complementary companies, products or technologies to supplement our internal growth. Also, in the future, we may encounter difficulties identifying and acquiring suitable acquisition candidates on reasonable terms.

If we do complete future acquisitions, we could:

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issue stock that would dilute our current stockholders’ percentage ownership;

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consume a substantial portion of our cash resources;

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incur substantial debt;

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assume liabilities;

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increase our ongoing operating expenses and level of fixed costs;

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record goodwill and non-amortizable intangible assets that will be subject to impairment testing and potential periodic impairment charges;

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incur amortization expenses related to certain intangible assets;

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incur large and immediate write-offs; and

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become subject to litigation.

Any acquisitions or investments that we make in the future will involve numerous risks, including:

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difficulties in integrating the operations, technologies, products and personnel of the acquired companies;

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unanticipated costs;

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diversion of management’s time and attention away from normal daily operations of the business and the challenges of managing larger and more widespread operations resulting from acquisitions;

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difficulties in entering markets in which we have no or limited prior experience;

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insufficient revenues to offset increased expenses associated with acquisitions and where competitors in such markets have stronger market positions; and

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potential loss of key employees, customers, distributors, vendors and other business partners of the companies we acquire following and continuing after announcement of acquisition plans.

Mergers and acquisitions of high-technology companies are inherently risky and subject to many factors outside of our control, and we cannot be certain that our previous or future acquisitions will be successful and will not materially adversely affect our business, operating results or financial condition. We do not know whether we will be able to successfully integrate the businesses, products, technologies or personnel that we might acquire in the future or that any strategic investments we make will meet our financial or other investment objectives. Any failure to do so could seriously harm our business, financial condition and results of operations.

Sales to communications service providers are especially volatile, and weakness in sales orders from this industry may harm our operating results and financial condition.

Sales activity in the service provider industry depends upon the stage of completion of expanding network infrastructures, the availability of funding, and the extent to which service providers are affected by regulatory, economic and business conditions in the country of operations. Although some service providers may be increasing capital expenditures over the depressed levels that have prevailed over the last few years, weakness in orders from this industry could have a material adverse effect on our business, operating results and financial condition. Slowdowns in the general economy, overcapacity, changes in the service provider market, regulatory developments and constraints on capital availability have had a material adverse effect on many of our service provider customers, with many of these customers going out of business or substantially reducing their expansion plans. These conditions have materially harmed our business and operating results, and we expect that some or all of these conditions may continue for the foreseeable future. Finally, service provider customers typically have longer implementation cycles; require a broader range of service including design services; demand that vendors take on a larger share of risks; often require acceptance provisions, which can lead to a delay in revenue recognition; and expect financing from vendors. All these factors can add further risk to business conducted with service providers.

Decreased effectiveness of share-based compensation could adversely affect our ability to attract and retain employees.

We have historically used stock options as a key component of our employee compensation program in order to align the interests of our employees with the interests of our stockholders, encourage employee retention and provide competitive compensation and benefit packages. If the trading price of our common stock declines, this would reduce the value of our share-based compensation to our present employees and could affect our ability to retain existing or attract prospective employees. For example, significant declines in our stock price in

2008 caused some of our employee stock options to have an exercise price significantly in excess of our stock price. To address this issue, in the fourth quarter of 2008, we conducted an exchange offer, or the Exchange Offer, in which eligible employees, officers and directors of Zhone could exchange outstanding options to purchase shares of Zhone common stock on a one-for-one basis for the grant of new options to purchase shares of Zhone common stock. Difficulties relating to obtaining stockholder approval of equity compensation plans could also make it harder or more expensive for us to grant share-based payments to employees in the future.

Due to the international nature of our business, political or economic changes or other factors in a specific country or region could harm our future revenue, costs and expenses and financial condition.

We currently have international operations consisting of sales and technical support teams in various locations around the world. We expect to continue expanding our international operations in the future. The successful management and expansion of our international operations requires significant human effort and the commitment of substantial financial resources. Further, our international operations may be subject to certain risks and challenges that could harm our operating results, including:

•

trade protection measures and other regulatory requirements which may affect our ability to import or export our products into or from various countries;

•

political considerations that affect service provider and government spending patterns;

•

differing technology standards or customer requirements;

•

developing and customizing our products for foreign countries;

•

fluctuations in currency exchange rates;

•

longer accounts receivable collection cycles and financial instability of customers;

•

difficulties and excessive costs for staffing and managing foreign operations;

•

potentially adverse tax consequences; and

•

changes in a country’s or region’s political and economic conditions.

Any of these factors could harm our existing international operations and business or impair our ability to continue expanding into international markets.

Compliance or the failure to comply with current and future environmental regulations could cause us significant expense.

We are subject to a variety of federal, state, local and foreign environmental regulations. If we fail to comply with any present and future regulations, we could be subject to future liabilities, the suspension of production or a prohibition on the sale of our products. In addition, such regulations could require us to incur other significant expenses to comply with environmental regulations, including expenses associated with the redesign of any non-compliant product. From time to time new regulations are enacted, and it is difficult to anticipate how such regulations will be implemented and enforced. For example, in 2003 the European Union enacted the Restriction on the Use of Certain Hazardous Substances in Electrical and Electronic Equipment Directive (RoHS) and the Waste Electrical and Electronic Equipment Directive (WEEE), for implementation in European Union member states. We are aware of similar legislation that is currently in force or is being considered in the United States, as well as other countries, such as Japan and China. Our failure to comply with any of such regulatory requirements or contractual obligations could result in our being liable for costs, fines, penalties and third-party claims, and could jeopardize our ability to conduct business in countries in the jurisdictions where these regulations apply.

Adverse resolution of litigation may harm our operating results or financial condition.

We are a party to various lawsuits and claims in the normal course of our business. Litigation can be expensive, lengthy, and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict. An unfavorable resolution of a particular lawsuit could have a material adverse effect on our business, operating results and financial condition. For additional information regarding litigation in which we are involved, see Item 3, “Legal Proceedings,” contained in Part I of this report.

Our intellectual property rights may prove difficult to protect and enforce.

We generally rely on a combination of copyrights, patents, trademarks and trade secret laws and restrictions on disclosure to protect our intellectual property rights. We also enter into confidentiality or license agreements with our employees, consultants and corporate partners, and control access to and distribution of our proprietary information. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our products or technology. Monitoring unauthorized use of our technology is difficult, and we do not know whether the steps we have taken will prevent unauthorized use of our technology, particularly in foreign countries where the laws may not protect our proprietary rights as extensively as in the United States. We cannot assure you that our pending, or any future, patent applications will be granted, that any existing or future patents will not be challenged, invalidated, or circumvented, or that any existing or future patents will be enforceable. While we are not dependent on any individual patents, if we are unable to protect our proprietary rights, we may find ourselves at a competitive disadvantage to others who need not incur the substantial expense, time and effort required to create the innovative products.

We may be subject to intellectual property infringement claims that are costly and time consuming to defend and could limit our ability to use some technologies in the future.

Third parties have in the past and may in the future assert claims or initiate litigation related to patent, copyright, trademark and other intellectual property rights to technologies and related standards that are relevant to us. The asserted claims or initiated litigation can include claims against us or our manufacturers, suppliers or customers alleging infringement of their proprietary rights with respect to our existing or future products, or components of those products. We have received correspondence from companies claiming that many of our products are using technology covered by or related to the intellectual property rights of these companies and inviting us to discuss licensing arrangements for the use of the technology. Regardless of the merit of these claims, intellectual property litigation can be time consuming and costly, and result in the diversion of technical and management personnel. Any such litigation could force us to stop selling, incorporating or using our products that include the challenged intellectual property, or redesign those products that use the technology. In addition, if a party accuses us of infringing upon its proprietary rights, we may have to enter into royalty or licensing agreements, which may not be available on terms acceptable to us, if at all. If we are unsuccessful in any such litigation, we could be subject to significant liability for damages and loss of our proprietary rights. Any of these results could have a material adverse effect on our business, financial condition and results of operations.

We rely on the availability of third party licenses.

Many of our products are designed to include software or other intellectual property licensed from third parties. It may be necessary in the future to seek or renew licenses relating to various elements of the technology used to develop these products. We cannot assure you that our existing and future third-party licenses will be available to us on commercially reasonable terms, if at all. Our inability to maintain or obtain any third-party license required to sell or develop our products and product enhancements could require us to obtain substitute technology of lower quality or performance standards, or at greater cost.

The long and variable sales cycles for our products may cause revenue and operating results to vary significantly from quarter to quarter.

The target customers for our products have substantial and complex networks that they traditionally expand in large increments on a periodic basis. Accordingly, our marketing efforts are focused primarily on prospective customers that may purchase our products as part of a large-scale network deployment. Our target customers typically require a lengthy evaluation, testing and product qualification process. Throughout this process, we are often required to spend considerable time and incur significant expense educating and providing information to prospective customers about the uses and features of our products. Even after a company makes the final decision to purchase our products, it may deploy our products over extended periods of time. The timing of deployment of our products varies widely, and depends on a number of factors, including our customers’ skill sets, geographic density of potential subscribers, the degree of configuration and integration required to deploy our products, and our customers’ ability to finance their purchase of our products as well as their operations. As a result of any of these factors, our revenue and operating results may vary significantly from quarter to quarter.

The communications industry is subject to government regulations, which could harm our business.

The FCC has jurisdiction over the entire communications industry in the United States and, as a result, our existing and future products and our customers’ products are subject to FCC rules and regulations. Changes to current FCC rules and regulations and future FCC rules and regulations could negatively affect our business. The uncertainty associated with future FCC decisions may cause network service providers to delay decisions regarding their capital expenditures for equipment for broadband services. In addition, international regulatory bodies establish standards that may govern our products in foreign markets. Changes to or future domestic and international regulatory requirements could result in postponements or cancellations of customer orders for our products and services, which would harm our business, financial condition and results of operations. Further, we cannot be certain that we will be successful in obtaining or maintaining regulatory approvals that may, in the future, be required to operate our business.

The ability of unaffiliated stockholders to influence key transactions, including changes of control, may be limited by significant insider ownership, provisions of our charter documents and provisions of Delaware law.

At December 31, 2011, our executive officers, directors and entities affiliated with them beneficially owned, in the aggregate, approximately 27% of our outstanding common stock. These stockholders, if acting together, will be able to influence substantially all matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other business combination transactions. Circumstances may arise in which the interests of these stockholders could conflict with the interests of our other stockholders. These stockholders could delay or prevent a change in control of our company even if such a transaction would be beneficial to our other stockholders. In addition, provisions of our certificate of incorporation, bylaws and Delaware law could make it more difficult for a third party to acquire us, even if doing so would be beneficial to certain stockholders.

Our business and operations are especially subject to the risks of earthquakes and other natural catastrophic events.

Our corporate headquarters, including a significant portion of our research and development operations, are located in Northern California, a region known for seismic activity. Additionally, some of our facilities, including our manufacturing facilities, are located near geographic areas that have experienced hurricanes in the past. A significant natural disaster, such as an earthquake, hurricane, fire, flood or other catastrophic event, could severely affect our ability to conduct normal business operations, and as a result, our future operating results could be materially and adversely affected.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

None.

ITEM 2.

PROPERTIES

Our worldwide headquarters are located in Oakland, California. In September 2010, we sold the land and buildings in Oakland, California which we had previously owned. As part of the sale transaction, we leased back one of the three buildings which is used for our executive offices, research and product development activities, and administrative and marketing activities.

In addition to our Oakland headquarters, we also lease facilities for manufacturing, research and development purposes at locations including Largo, Florida; Alpharetta, Georgia; Portsmouth, New Hampshire and Westlake Village, California. We also maintain smaller offices to provide sales and customer support at various domestic and international locations. We believe that our existing facilities are suitable and adequate for our present purposes.

ITEM 3.

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 4.

MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Price Range of Common Stock

Our common stock was listed on the Nasdaq Global Market under the symbol “ZHNE” until September 28, 2009, when our common stock was transferred to the Nasdaq Capital Market, where it is also listed under the symbol “ZHNE”. The following table sets forth, for the periods indicated, the high and low per share sales prices of our common stock as reported on Nasdaq.


2011:
	High		Low
Fourth Quarter ended December 31, 2011	$	1.22	$	0.79
Third Quarter ended September 30, 2011		2.50		1.15
Second Quarter ended June 30, 2011		2.87		2.06
First Quarter ended March 31, 2011		3.18		2.20

2010:
	High		Low
Fourth Quarter ended December 31, 2010	$	3.24	$	1.87
Third Quarter ended September 30, 2010		2.10		1.13
Second Quarter ended June 30, 2010		2.99		1.38
First Quarter ended March 31, 2010		3.35		2.00

All per share prices reflect the one-for-five reverse stock split effected on March 11, 2010.

As of December 31, 2011, there were 1,339 registered stockholders of record. A substantially greater number of holders of Zhone common stock are “street name” or beneficial holders, whose shares are held of record by banks, brokers and other financial institutions.

Dividend Policy

We have never paid or declared any cash dividends on our common stock or other securities and do not anticipate paying cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of the Board of Directors, subject to any applicable restrictions under our debt and credit agreements, and will be dependent upon our financial condition, results of operations, capital requirements, general business condition and such other factors as the Board of Directors may deem relevant.

Recent Sales of Unregistered Securities

There were no unregistered sales of equity securities during 2011.

ITEM 6.

SELECTED FINANCIAL DATA

The following selected financial data has been derived from our consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto, and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” During the years ended December 31, 2011, 2010, 2009, 2008 and 2007, we recorded charges of $4.2 million, zero, zero, $70.4 million, and zero, respectively, related to the impairment of long-lived assets, including fixed assets, and acquisition related intangibles and goodwill as discussed in Note 4 to the consolidated financial statements.


	As of December 31,
	2011			2010			2009			2008			2007
	(in thousands, except per share data)
Statement of Operations Data:
Net revenue	$	124,502		$	129,036		$	126,501		$	146,160		$	175,448
Cost of revenue (1)		80,541			79,864			81,106			101,096			116,370

Gross profit		43,961			49,172			45,395			45,064			59,078

Operating expenses:
Research and product development (1)		21,380			21,188			22,113			27,063			32,720
Sales and marketing (1)		22,297			23,982			22,042			28,269			33,192
General and administrative (1)		7,784			9,855			9,933			15,609			10,170
Gain on sale of fixed assets		—			(1,959	)		—			(455	)		(659	)
Gain on sale of intangible assets		—			—			—			(4,397	)		(5,000	)
Impairment of intangible assets and goodwill		—			—			—			70,401			—
Impairment of fixed assets		4,236			—			—			—			—

Total operating expenses		55,697			53,066			54,088			136,490			70,423

Operating loss		(11,736	)		(3,894	)		(8,693	)		(91,426	)		(11,345	)
Interest expense		(44	)		(996	)		(1,331	)		(1,625	)		(2,213	)
Interest income		3			7			47			708			1,813
Other income, net		111			1			121			78			37

Loss before income taxes		(11,666	)		(4,882	)		(9,856	)		(92,265	)		(11,708	)
Income tax provision (benefit)		60			(101	)		171			270			394

Net loss	$	(11,726	)	$	(4,781	)	$	(10,027	)	$	(92,535	)	$	(12,102	)

Basic and diluted net loss per share (2)	$	(0.38	)	$	(0.16	)	$	(0.33	)	$	(3.08	)	$	(0.40	)
Shares used in per-share calculation (2)		30,671			30,393			30,200			30,068			29,925
(1) Amounts include stock-based compensation cost as follows:
Cost of revenue	$	61		$	94		$	104		$	158		$	296
Research and product development		244			362			414			479			717
Sales and marketing		350			421			484			511			603
General and administrative		1,015			1,388			1,258			1,203			1,250
(2) All share and per share amounts reflect the one-for-five reverse stock split effected on March 11, 2010.

	As of December 31,
	2011			2010			2009			2008			2007
	(in thousands)
Balance Sheet Data:
Cash, cash equivalents and short-term investments	$	18,190		$	21,174		$	21,766		$	36,243		$	50,165
Working capital		43,027			49,402			53,843			62,007			77,496
Total assets		80,732			90,111			110,259			123,449			223,406
Long-term debt, including current portion		—			—			18,696			19,078			19,405
Stockholders’ equity	$	39,527		$	49,415		$	51,673		$	59,297		$	149,547

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We believe that we are the first company dedicated solely to developing the full spectrum of next-generation access network solutions to cost-effectively deliver high bandwidth services while simultaneously preserving the investment in today’s networks. 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.

Our global customer base includes regional, national and international telecommunications carriers. To date, our products are deployed by over 750 network service providers on six continents worldwide. We believe that we have assembled the employee base, technological breadth and market presence to provide a simple yet comprehensive set of next-generation solutions to the bandwidth bottleneck in the access network and the other problems encountered by network service providers when delivering communications services to subscribers.

Since inception, we have incurred significant operating losses and had an accumulated deficit of $1,032.1 million as of December 31, 2011, and we expect that our operating losses and negative cash flows from operations may continue. 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 do not improve or deteriorate, we may experience material adverse impacts on our business, operating results and financial condition. During 2009, we implemented several activities intended to reduce costs, improve operating efficiencies and change our operations to more closely align them with our key strategic focus, which included headcount reductions. During the past two years, we have continued our focus on cost control and operating efficiency along with restrictions on discretionary spending. The most significant cost-cutting measure during 2010 was the sale in September 2010 of our land and buildings located in Oakland, California and extinguishment of related debt in a sale and leaseback transaction with LBA Realty, LLC, or LBA Realty. The sale and leaseback transaction allowed us to reduce occupancy costs and improved our financial position by eliminating the related debt which was due in April 2011.

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 short-term investments.

Sale of Legacy Inventory and Other Assets

In December 2007, we sold inventory and certain assets related to our Access Node legacy product line to a third party. The sale of the Access Node product line was not treated as a discontinued operation since it did not represent a component of our company that had operations and cash flows that were clearly distinguishable, operationally and for financial reporting purposes, from the rest of the entity. Upon sale of the Access Node

inventory, we recognized a gain of $1.7 million in 2007 that was recorded in cost of revenue. In 2009, 2010, and 2011, we recognized additional gains of $0.2 million, $0.3 million, and $0.2 million, respectively, which were recorded in cost of revenue. We will continue to record additional gain in the future contingent upon attainment of certain earnout provisions.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. The policies discussed below are considered by management to be critical because changes in such estimates can materially affect the amount of our reported net income or loss. For all of these policies, management cautions that actual results may differ materially from these estimates under different assumptions or conditions.

Revenue Recognition

We recognize revenue when the earnings process is complete. We recognize 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. Our arrangements generally do not have any significant post-delivery obligations. If our arrangements include customer acceptance provisions, revenue is recognized upon obtaining the signed acceptance certificate from the customer, unless we 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, we use 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. We also consider 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.

We make 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. We recognize revenue on sales to distributors that have contractual return rights when the products have been sold by the distributors, unless there is sufficient customer specific sales and sales returns history to support revenue recognition upon shipment. In those instances when revenue is recognized upon shipment to distributors, we use historical rates of return from the distributors to provide for estimated product returns. We accrue for warranty costs, sales returns and other allowances at the time of shipment based on historical experience and expected future costs.

In October 2009, the Financial Accounting Standards Board, or FASB, amended the accounting standards for multiple deliverable revenue arrangements to:

(i)

provide updated guidance on whether multiple deliverables exist, how the deliverables in an arrangement should be separated, and how the consideration should be allocated;

(ii)

require an entity to allocate revenue in an arrangement using a best estimate of selling prices, or BSP, for deliverables if a vendor does not have vendor-specific objective evidence of selling price, or VSOE, or third-party evidence of selling price, or TPE; and

(iii)

eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method.

We adopted the updated accounting standards on January 1, 2011 on a prospective basis for applicable transactions originating or materially modified after December 31, 2010. This guidance does not change the units of accounting for revenue transactions. Our products and services qualify as separate units of accounting and are deemed to be non-contingent deliverables as our 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.

Prior to the adoption of Accounting Standards Update, or ASU, 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements , we established the fair value or TPE of services in multiple-element arrangements based primarily on sales prices when the products and services were sold separately. As such, we applied the residual method to allocate the arrangement fee between products and services. In limited circumstances, if fair value could not be established for undelivered elements, all of the revenue under the arrangement was deferred until those elements were delivered. Upon adoption of ASU 2009-13, on January 1, 2011, we allocated revenue to products and services in such arrangements using the relative selling price method to recognize revenue when the basic revenue recognition criteria for each deliverable are met.

We derive revenue primarily from stand-alone sales of our products. In certain cases, our products are sold along with services, which include education, training, installation, and/or extended warranty services. We have established TPE for our training, education and installation services. These service arrangements are typically short term in nature and are largely completed shortly after delivery of the product. TPE is determined based on competitor prices for similar deliverables when sold separately. 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, we have used and intend to continue using VSOE to determine the selling price for the services. Consistent with our methodology under previous accounting guidance, we determine VSOE based on our normal pricing practices for these specific services when sold separately.

In most instances, particularly as it relates to products, we are 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, we attempt to establish the selling price of each element based on TPE. Generally, our marketing strategy differs from that of our peers and our offerings contain a significant level of customization and differentiation such that the comparable pricing of products with similar functionality cannot be obtained. Furthermore, we are unable to reliably determine what similar competitor products’ selling prices are on a stand-alone basis. Therefore, we are typically not able to determine TPE for our products.

When we are unable to establish selling price using VSOE or TPE, we use BSP. The objective of BSP is to determine the price at which we 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 our gross margin objectives and pricing practices plus customer and market specific considerations.

The adoption did not have a material effect on our consolidated financial statements for the year ended December 31, 2011 and is not expected to have a material effect on future periods.

Allowances for Sales Returns and Doubtful Accounts

We record an allowance for sales returns for estimated future product returns related to current period product revenue. The allowance for sales returns is recorded as a reduction of revenue and an allowance against

our accounts receivable. We base our allowance for sales returns on periodic assessments of historical trends in product return rates and current approved returned products. If the actual future returns were to deviate from the historical data on which the reserve had been established, our future revenue could be adversely affected. We record an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make payments for amounts owed to us. The allowance for doubtful accounts is recorded as a charge to general and administrative expenses. We base our allowance on periodic assessments of our customers’ liquidity and financial condition through analysis of information obtained from credit rating agencies, financial statement reviews and historical collection trends. Additional allowances may be required in the future if the liquidity or financial condition of our customers deteriorates, resulting in impairment in their ability to make payments.

Stock-Based Compensation

We estimate the fair value of stock-based payment awards on the date of grant using the Black Scholes pricing model, which is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the term of the awards, actual and projected employee option exercise behaviors, risk free interest rate and expected dividends. The expected stock price volatility is based on the weighted average of the historical volatility of our common stock over the most recent period commensurate with the estimated expected life of our stock options. We base our expected life assumption on our historical experience and on the terms and conditions of the stock awards we grant to employees. Risk free interest rates reflect the yield on zero-coupon U.S. Treasury securities. We do not anticipate paying any cash dividends in the foreseeable future and therefore use an expected dividend yield of zero.

If factors change, and we employ different assumptions for estimating stock-based compensation expense in future periods, or if we decide to use a different valuation model, the future periods may differ significantly from what we have recorded in the current period and could materially affect our operating income, net loss and net loss per share. We are also required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates.

In addition, stock-based compensation expense was recorded for options issued to non-employees. These options are generally immediately exercisable and expire seven to ten years from the date of grant. We value non-employee options using the Black Scholes model. Non-employee options subject to vesting are valued as they become vested.

In 2008, we completed the exchange of certain stock options issued to eligible employees, officers and directors of Zhone under our equity incentive compensation plans in the Exchange Offer. On March 31, 2010, our board of directors approved the acceleration of vesting of all unvested options to purchase shares of Zhone common stock issued in connection with the Exchange Offer that were held by members of our senior management. The acceleration was effective as of March 31, 2010. Options to purchase an aggregate of approximately 0.9 million shares of Zhone common stock were subject to the acceleration and resulted in a compensation charge of $0.9 million which was fully expensed in the three-month period ended March 31, 2010. The acceleration of these options was undertaken in recognition of the achievement of certain performance objectives by our senior management.

On August 23, 2011, our board of directors approved the acceleration of vesting of all unvested options to purchase shares of Zhone common stock that were held by members of our senior management as of that date. The acceleration was effective as of September 30, 2011. Options to purchase an aggregate of approximately 0.6 million shares of Zhone common stock were subject to the acceleration and resulted in a compensation charge of $0.7 million which was fully expensed in the three-month period ended September 30, 2011. The acceleration of these options was undertaken to partially offset previous reductions in cash compensation and other benefits by our senior management.

Inventories

Inventories are stated at the lower of cost or market, with cost being determined using the first-in, first-out (FIFO) method. In assessing the net realizable value of inventories, we are required to make judgments as to future demand requirements and compare these with the current or committed inventory levels. Once inventory has been written down to its estimated net realizable value, its carrying value cannot be increased due to subsequent changes in demand forecasts. To the extent that a severe decline in forecasted demand occurs, or we experience a higher incidence of inventory obsolescence due to rapidly changing technology and customer requirements, we may incur significant charges for excess inventory.

Accounting for Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable based on expected undiscounted cash flows attributable to that asset. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to the future net undiscounted cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future net undiscounted cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Any assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet.

During the year ended December 31, 2011, we recorded impairment charges of $4.2 million related to the impairment of long-lived assets as discussed in Note 4 to the consolidated financial statements.

Operating Lease Liabilities

As a result of our acquisition of Paradyne in September 2005, we assumed certain lease liabilities for facilities in Largo, Florida. We have accrued a liability for the excess portion of these facilities. The computation of the estimated liability includes a number of assumptions and subjective variables. These variables include the level and timing of future sublease income, amount of contractual variable costs, future market rental rates, discount rate, and other estimated expenses. If circumstances change, and we employ different assumptions in future periods, the lease liability may differ significantly from what we have recorded in the current period and could materially affect our net loss and net loss per share. During 2009, we assumed that we would no longer be able to sublease the remaining excess space due to the continued deterioration in the real estate market. Accordingly, during 2009, we increased our excess lease liability balance by $0.6 million, with a corresponding charge to general and administrative expenses.

RESULTS OF OPERATIONS

We list in the table below the historical consolidated statement of operations as a percentage of net revenue for the periods indicated.


	Year ended December 31,
	2011			2010			2009
Net revenue		100	%		100	%		100	%
Cost of revenue		65	%		62	%		64	%

Gross profit		35	%		38	%		36	%

Operating expenses:
Research and product development		17	%		16	%		18	%
Sales and marketing		18	%		19	%		17	%
General and administrative		6	%		8	%		8	%
Gain on sale of fixed assets		0	%		(2	)%		0	%
Impairment of fixed assets		3	%		0	%		0	%

Total operating expenses		44	%		41	%		43	%

Operating loss		(9	)%		(3	)%		(7	)%
Interest expense		0	%		(1	)%		(1	)%
Interest income		0	%		0	%		0	%
Other income		0	%		0	%		0	%

Loss before income taxes		(9	)%		(4	)%		(8	)%
Income tax provision		0	%		0	%		0	%

Net loss		(9	)%		(4	)%		(8	)%

2011 COMPARED WITH 2010

Net Revenue

Information about our net revenue for products and services for 2011 and 2010 is summarized below (in millions):


	2011		2010		Increase (Decrease)			% change
Products	$	119.4	$	124.6	$	(5.2	)		(4	)%
Services		5.1		4.4		0.7			16	%

	$	124.5	$	129.0	$	(4.5	)		(3	)%

Information about our net revenue for North America and international markets for 2011 and 2010 is summarized below (in millions):


	2011		2010		Increase (Decrease)			% change
Revenue by geography:
United States	$	48.6	$	45.3	$	3.3			7	%
Canada		4.2		4.9		(0.7	)		(14	)%

Total North America		52.8		50.2		2.6			5	%

Latin America		32.1		24.4		7.7			32	%
Europe, Middle East, Africa		38.5		51.6		(13.1	)		(25	)%
Asia Pacific		1.1		2.8		(1.7	)		(61	)%

Total International		71.7		78.8		(7.1	)		(9	)%

Total	$	124.5	$	129.0	$	(4.5	)		(3	)%

Net revenue decreased 3% or $4.5 million to $124.5 million for 2011 compared to $129.0 million for 2010. The decrease in net revenue was primarily attributable to a decrease in product revenue, which in 2011 decreased 4% or $5.2 million compared to 2010. The decrease was primarily due to decreased sales in our SLMS product portfolio. Service revenue increased 16% or $0.7 million compared to 2010, primarily due to an increase in the number of service contracts accompanied by the timing of services performed and revenue earned. Service revenue represents revenue from maintenance and other services associated with product shipments.

International net revenue decreased 9% or $7.1 million to $71.7 million in 2011 and represented 58% of total net revenue compared with 61% in 2010. The decrease in international net revenue was primarily due to decreased sales in the Middle East, which was partially offset by higher revenue from Latin America as a result of recent growth in demand for our products in this region. The decrease in international net revenue was partially offset by an increase in domestic net revenue of 5% or $2.6 million to $52.8 million in 2011 compared to $50.2 million in 2010. The increase was primarily the result of continued relationships with customers who have been approved for broadband stimulus funding through the federal Rural Utilities Service.

Etisalat accounted for 15% and 24% of net revenue in 2011 and 2010, 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 Profit

Total cost of revenue, including stock-based compensation, increased $0.6 million or 1% to $80.5 million for 2011, compared to $79.9 million for 2010. The increase was primarily due to an increase in non-personnel expenses compared to the prior year. The increase was partially offset by a release of $0.8 million due to vendor liabilities identified on the consolidated balance sheet where the applicable statute of limitations had expired. Total cost of revenue was 65% of net revenue for 2011, compared to 62% of net revenue for 2010, which resulted in a decrease in gross profit percentage from 38% in 2010 to 35% in 2011. The gross margin decreased as compared with prior periods primarily due to decreased sales volume and the increase in cost of revenue for the period resulting from greater sales of products with lower gross margin, such as our GPON products.

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 the future. In addition, continued competitive and economic pressures could cause us to 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 increased 1% or $0.2 million to $21.4 million for 2011 compared to $21.2 million for 2010. The increase was primarily due to an increase in personnel related expenses resulting from a slightly higher headcount in 2011 as compared with 2010. 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.

Sales and Marketing Expenses

Sales and marketing expenses decreased 7% or $1.7 million to $22.3 million for 2011 compared to $24.0 million for 2010. The decrease was primarily attributable to a decrease in overall sales and customer service expenses of $1.0 million compared to 2010, including decreases in salaries and travel related to customer service personnel of $0.5 million and decreases in other expenses of $0.5 million, of which $0.3 million related to lower facilities expenses resulting from the sale of the Oakland campus in September 2010. In addition,

marketing expenses decreased $0.6 million compared to 2010, primarily due to a $0.4 million reduction in advertising and related materials and a $0.1 million reduction in the facilities expense. Lastly, stock-based compensation expense decreased $0.1 million compared to the prior year.

General and Administrative Expenses

General and administrative expenses decreased 21% or $2.1 million to $7.8 million for 2011 compared to $9.9 million for 2010. The main driver for the decrease was the sale of the Oakland, California campus in 2010 as discussed in Note 5 of the consolidated financial statements. As a result of this sale, general and administrative expenses decreased $1.2 million compared to 2010 from a combination of reduced property taxes, utilities, security expenses, and rent expense from the continued amortization of the gain associated with the campus sale. In addition, a tax dispute was settled in 2011, resulting in the reversal of a legal accrual of $0.4 million. Also, stock-based compensation expense decreased $0.4 million primarily due to the significant acceleration of unvested stock options that took place in March 2010, compared to a smaller acceleration of unvested stock options in August 2011. Lastly, there was an overall decrease of $0.1 million in various other miscellaneous expenses.

Gain on Sale of Fixed Assets

Gain on sale of fixed assets was $2.0 million for 2010. The gain in 2010 was attributable to the sale of our Oakland, California campus, consisting of land and three buildings, in September 2010, as discussed in Note 5 of the consolidated financial statements. There were no similar sales of fixed assets in 2011.

Impairment of Fixed Assets

Impairment of fixed assets was $4.2 million for 2011. Our continued negative cash flows and operating losses as well as the significant decrease in the market price of our stock indicated that the book value of our fixed assets could be impaired. After determining there were indicators of impairment, we proceeded to test for impairment and concluded that an impairment charge was required. The impairment charges were incurred to write-down the value of our fixed assets to fair value, as discussed in Note 4 of the consolidated financial statements. There were no similar impairment charges incurred in 2010.

Interest Expense

Interest expense for 2011 decreased by $1.0 million to zero compared to $1.0 million in 2010, primarily due to a decrease in outstanding debt balances and continued low interest rates during 2011. This includes the effect of our September 2010 extinguishment of debt associated with the sale of our Oakland, California campus as discussed in Note 7 of the consolidated financial statements.

Interest Income

Interest income for 2011 remained consistent with 2010 due to low average balances of cash and cash equivalents and the continued low interest rates during 2011.

Other Income

Other income for 2011 increased by $0.1 million to $0.1 million compared to zero in 2010 due to an increased foreign exchange gain from prior period.

Income Tax Provision

During the years ended December 31, 2011 and 2010, we recorded an income tax provision of $0.1 million and an income tax benefit of $0.1 million, respectively, related to foreign and state taxes. No material provision or benefit for income taxes was recorded in 2011 and 2010, 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.

2010 COMPARED WITH 2009

Net Revenue

Information about our net revenue for products and services for 2010 and 2009 is summarized below (in millions):


	2010		2009		Increase (Decrease)			% change
Products	$	124.6	$	120.9	$	3.7			3	%
Services		4.4		5.6		(1.2	)		(21	)%

	$	129.0	$	126.5	$	2.5			2	%

Information about our net revenue for North America and international markets for 2010 and 2009 is summarized below (in millions):


	2010		2009		Increase (Decrease)			% change
Revenue by geography:
United States	$	45.3	$	50.1	$	(4.8	)		(10	)%
Canada		4.9		5.5		(0.6	)		(11	)%

Total North America		50.2		55.6		(5.4	)		(10	)%

Latin America		24.4		18.0		6.4			36	%
Europe, Middle East, Africa		51.6		48.7		2.9			6	%
Asia Pacific		2.8		4.2		(1.4	)		(33	)%

Total International		78.8		70.9		7.9			11	%

Total	$	129.0	$	126.5	$	2.5			2	%

Net revenue increased 2% or $2.5 million to $129.0 million for 2010 compared to $126.5 million for 2009. The increase in net revenue was primarily attributable to an increase in product revenue, which in 2010 increased 3% or $3.7 million compared to 2009. The increase was primarily due to increased sales in our SLMS product portfolio related to the continued success of our MXK product launch. Service revenue decreased 21% or $1.2 million compared to 2009, primarily due to a decrease in gross sales accompanied by the timing of services performed and revenue earned. Service revenue represents revenue from maintenance and other services associated with product shipments.

International net revenue increased 11% or $7.9 million to $78.8 million in 2010 and represented 61% of total net revenue compared with 56% in 2009. The increase in international net revenue was primarily due to higher demand in Latin America as a result of recent growth in demand for our products. In addition to the growth experienced in Latin America, we experienced continued growth associated with one customer in the Middle East (Etisalat) that accounted for 24% of net revenue in 2010. The increase in international net revenue was partially offset by a decrease in domestic net revenue of 10% or $5.4 million to $50.2 million in 2010 compared to $55.6 million in 2009. The decrease was primarily the result of the continued weak economic conditions in the United States during 2010.

Etisalat accounted for 24% and 19% of net revenue in 2010 and 2009, respectively.

Cost of Revenue and Gross Profit

Total cost of revenue, including stock-based compensation, decreased $1.2 million or 2% to $79.9 million for 2010, compared to $81.1 million for 2009. Total cost of revenue was 62% of net revenue for 2010, compared to 64% of net revenue for 2009, which resulted in an increase in gross profit percentage from 36% in 2009 to 38% in 2010. The gross margin increased as compared with prior periods primarily due to increased sales volume and the reduction in cost of revenue for the period resulting from greater sales of products with higher gross margin, such as our MXK products.

Research and Product Development Expenses

Research and product development expenses decreased 4% or $0.9 million to $21.2 million for 2010 compared to $22.1 million for 2009. The decrease was primarily due to a reduction in non-personnel expenses resulting from the introduction of our MXK product to the market mid-year 2009 causing a decrease in prototype and rework expenses of $0.7 million in 2010.

Sales and Marketing Expenses

Sales and marketing expenses increased 9% or $2.0 million to $24.0 million for 2010 compared to $22.0 million for 2009. The increase was primarily attributable to increases in marketing expenses of $1.3 million as we continue to grow our brand awareness which included increases of $0.5 million in personnel-related costs and $0.8 million in non-personnel costs. In addition, overall sales and customer service expenses increased $0.7 million compared to 2009, mainly due to increased personnel-related expenses, including $0.3 million of additional headcount expenses incurred to support operations in the Middle East.

General and Administrative Expenses

General and administrative expenses remained flat at $9.9 million for both 2010 and 2009. There were continued reductions made in personnel-related costs of $0.3 million in 2010 compared to 2009 and $0.4 million in cost savings related to decreased property taxes resulting from our September 2010 sale of the Oakland, California campus. These decreases were offset by a $0.2 million increase in software maintenance expenses, and $0.5 million increase in other miscellaneous expenses.

Gain on Sale of Fixed Assets

Interest Expense

Interest expense for 2010 decreased by $0.3 million to $1.0 million compared to $1.3 million in 2009, primarily due to a decrease in outstanding debt balances and continued low interest rates during 2010. This includes the effect of our September 2010 extinguishment of debt associated with the sale of our Oakland, California campus as discussed in Note 7 of the consolidated financial statements.

Interest Income

Interest income for 2010 decreased by $0.1 million to zero compared to $0.1 million in 2009 due to lower average balances of cash and short-term investments and the continued low interest rates during 2010.

Other Income

Other income for 2010 decreased by $0.1 million to zero compared to $0.1 million in 2009 due to decreased sublease rental income received during 2010 as leases expired during the period.

Income Tax Provision

During the years ended December 31, 2010 and 2009, we recorded an income tax benefit of $0.1 million and an income tax provision of $0.2 million, respectively, related to foreign and state taxes. No material provision or benefit for income taxes was recorded in 2010 and 2009, 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, and (v) material non-recurring non-cash transactions, such as a 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;

•

Adjusted EBITDA does not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; 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 Adjusted EBITDA to net income (loss), which we consider to be the most directly comparable GAAP financial measure to Adjusted EBITDA:


	Year Ended December 31,
	2011			2010			2009
	(in thousands)
Net loss	$	(11,726	)	$	(4,781	)	$	(10.027	)
Add:
Interest expense		44			996			1,331
Income tax provision (benefit)		60			(101	)		171
Depreciation and amortization		1,810			1,585			1,834
Non-cash equity-based compensation expense		1,670			2,265			2,260
Non-cash material non-recurring transactions (1)		4,236			(1,959	)		—

Adjusted EBITDA	$	(3,906	)	$	(1,995	)	$	(4,431	)

(1)

The 2011 non-cash material non-recurring transaction represents the impairment of fixed assets recorded in the fourth quarter of 2011. The 2010 non-cash material non-recurring transaction represents the gain on the sale of assets recorded in the third quarter of 2010 resulting from our campus sale-leaseback transaction.

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 December 31, 2011, cash and cash equivalents were $18.2 million compared to $21.2 million at December 31, 2010. The decrease in cash and cash equivalents of $3.0 million was attributable to net cash used in operating activities and investing activities of $6.8 million and $1.4 million, respectively, offset by net cash provided by financing activities of $5.2 million.

Operating Activities

For fiscal year 2011, net cash used in operating activities consisted of a net loss of $11.7 million, adjusted for non-cash charges totaling $9.6 million and an increase in operating assets totaling $4.7 million. The most significant components of the changes in net operating assets were an increase in accounts receivable of $3.8 million and a decrease in accrued and other liabilities of $4.4 million, partially offset by a decrease in inventories of $3.7 million. The increase in accounts receivable related to the timing of cash collections. The main driver for the decrease in accrued and other liabilities related to a decrease of $1.9 million related to payments made under the Largo lease liability, as well as, a non-cash decrease of $0.8 million due to the continued amortization of our deferred gain and leasehold improvement liabilities in connection with our Oakland campus. Lastly, the decrease in inventories was primarily due to better utilization of inventory during 2011.

For fiscal year 2010, net cash provided by operating activities consisted of a net loss of $4.8 million, adjusted for non-cash charges totaling $2.7 million and a decrease in operating assets totaling $4.2 million. The most significant components of the changes in net operating assets were a decrease in accounts receivable of $6.6 million partially offset by a decrease in accounts payable of $3.1 million. The decrease in accounts receivable related to significant cash collections, primarily related to Etisalat, which were in turn used to pay down outstanding payables causing the related decrease in the accounts payable balance.

Investing Activities

For fiscal year 2011, net cash used in investing activities consisted of purchases of property and equipment of $1.4 million related mainly to the continued build-out of our Oakland campus lab facilities.

For fiscal year 2010, net cash used in investing activities consisted primarily of purchases of property and equipment of $3.2 million offset by proceeds from the sale of our Oakland, California campus and extinguishment of related debt of $0.6 million (as discussed in Note 7 of the consolidated financial statements) and proceeds from the maturity of short-term investments of $0.3 million. As part of our September 2010 sale and leaseback transaction with LBA Realty, we moved into another building at the Oakland location and performed significant build-out of new labs and redesigned office spaces resulting in an increase in property and equipment purchases as compared to 2009.

Financing Activities

For fiscal year 2011, net cash provided by financing activities consisted of net advances under the SVB Facility of $5.0 million, and proceeds related to exercise of stock options and purchases made under our 2002 Employee Stock Purchase Plan, or ESPP, of $0.2 million.

For fiscal year 2010, net cash used in financing activities consisted of repayment of the secured real estate debt of $0.3 million for the period before the sale of the Oakland, California campus and extinguishment of the related debt transaction as discussed in Note 5 of the consolidated financial statements. This was partially offset by the proceeds related to exercise of stock options and purchases made under our ESPP of $0.3 million.

Cash Management

Our primary source of liquidity comes from our cash and cash equivalents, which totaled $18.2 million at December 31, 2011, and our new $25.0 million WFB Facility. Our cash and cash equivalents are held in accounts managed by third party financial institutions and consist of invested cash and cash in our operating accounts. At current revenue levels, we anticipate that some portion of our existing cash and cash equivalents will continue to be consumed by operations.

We had $15.0 million outstanding at December 31, 2011 under our former SVB Facility. In addition, $7.9 million was committed as security for various letters of credit and $2.1 million was unused and available for borrowing under our former SVB Facility as of December 31, 2011. The amounts borrowed under the SVB Facility bore interest, payable monthly, at a floating rate equal to the Wall Street Journal Prime Rate plus a margin of 0.0%-1.0%, depending on our quarterly EBITDA as defined in the agreement. The interest rate on our SVB Facility was 4.25% at December 31, 2011. To maintain availability of funds under the SVB Facility, we paid a commitment fee on the unused portion. The commitment fee was 0.5% and was recorded as interest expense. In January 2012, we repaid the $15.0 million outstanding under the SVB Facility, and the SVB Facility expired on March 13, 2012.

Our obligations under the SVB Facility were secured by substantially all of our personal property assets and those of our subsidiaries, including our intellectual property. The SVB Facility contained certain financial covenants, and customary affirmative covenants and negative covenants. As of December 31, 2011, we were in compliance with these covenants.

On March 13, 2012, we entered into our new WFB Facility with WFB to replace our former SVB Facility and provide us with liquidity and working capital through March 12, 2014. Amounts borrowed under the WFB Facility bear interest, payable monthly, at a floating rate equal to the three-month LIBOR plus a margin of 3.5%. The amount that we are able to borrow under the WFB Facility varies based on eligible accounts receivable, as defined in the agreement, as long as the aggregate principal amount outstanding does not exceed $25.0 million less the amount committed as security for various letters of credit, which at December 31, 2011 was $7.9 million. In addition, under the WFB Facility, we are able to utilize the facility as security for letters of credit. To maintain availability of funds under the WFB Facility, we pay a commitment fee on the unused portion. The commitment fee is 0.25% and is recorded as interest expense.

covenants, and customary affirmative covenants and negative covenants. If we do not comply with the various covenants and other requirements under the WFB Facility, WFB is 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. 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. As a result of the Paradyne acquisition in 2005, we assumed a lease commitment for facilities in Largo, Florida. The term of the lease expires in June 2012 and had an estimated remaining obligation of approximately $2.2 million as of December 31, 2011. We intend to continue to occupy only a portion of these facilities and are evaluating our options to exit the excess portion of the lease. We have recorded a liability of $0.8 million as of December 31, 2011, which we believe is adequate to cover costs incurred to exit the excess portion of these facilities, net of estimated sublease income. Our operating lease commitments also include $2.4 million of future minimum lease payments spread over the five-year lease term under the lease agreement we entered into with LBA Realty in September 2010 with respect to our Oakland, California campus following the sale of our campus to LBA Realty in a sale-leaseback transaction.

As a result of the financial demands of major network deployments and the difficulty in accessing capital markets, network service providers continue to request financing assistance from their suppliers. 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. Depending upon market conditions, we may seek to factor these arrangements to financial institutions and investors to reduce the amount of our financial commitments associated with such arrangements. Our ability to provide customer financing is limited and depends upon a number of factors, including our capital structure, the level of our available credit and our ability to factor commitments to third parties. 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 December 31, 2011, Etisalat accounted for 29% of net accounts receivable, and receivables from customers in countries other than the United States of America represented 71% 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 expect that operating losses and negative cash flows from operations may continue. 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 or borrow on unfavorable terms. Continued uncertainty regarding financial institutions’ ability and inclination to lend may negatively impact our ability to access debt financing or to refinance existing indebtedness in the future on favorable terms, or at all. 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 the foreseeable future.

Contractual Commitments and Off-Balance Sheet Arrangements

At December 31, 2011, our future contractual commitments by fiscal year were as follows (in thousands):


			Payments due by period
	Total		2012		2013		2014		2015		2016 and thereafter
Operating leases	$	5,234	$	3,194	$	817	$	737	$	486	$	—
Purchase commitments		5,514		5,514		—		—		—		—
Line of credit		15,000		15,000		—		—		—		—

Total future contractual commitments	$	25,748	$	23,708	$	817	$	737	$	486	$	—

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 amounts are included based on current rates. Payments made under operating leases will be treated as rent expense for the facilities currently being utilized. Of the total $5.2 million operating lease amount, $0.8 million has been recorded as a liability on our balance sheet as of December 31, 2011.

Purchase Commitments

The purchase commitments shown above represent non-cancellable inventory purchase commitments as of December 31, 2011. The inventory purchase commitments typically allow for cancellation of orders 30 days in advance of the required inventory availability date as set by us at time of order.

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 December 31, 2011, the interest rate under our SVB Facility was 4.25%. See above under “Cash Management” for further information about the SVB Facility.

As of December 31, 2011, we had $15.0 million outstanding under our line of credit under the SVB Facility and an additional $7.9 million committed as security for various letters of credit, as discussed in Note 7 to the consolidated financial statements. In January 2012, we repaid the $15.0 million outstanding under the SVB Facility, and the SVB Facility expired on March 13, 2012.

Sale-leaseback of Oakland, California Campus

On September 28, 2010, we sold our Oakland, California campus, consisting of land and three buildings, to LBA Realty for approximately $18.8 million. As part of the sale transaction, LBA Realty agreed to settle our secured real estate debt which was secured by the Oakland, California campus for a net sum of $17.6 million.

In connection with the sale, we entered into a Multi-Tenant Commercial/Industrial Lease Agreement, or the Lease Agreement, to rent one of the buildings from LBA Realty for a five-year term, commencing from the closing of the sale. The initial annual rent under the Lease Agreement is approximately $0.6 million, with periodic rent escalations at a rate of approximately 2% per annum. Under the Lease Agreement, in October 2010,

we also received a non-refundable tenant improvement allowance of $1.7 million for the required alterations to the property being leased back. The tenant improvement allowance amount is being amortized over the term of the lease as an offset to rent expense.

Recent Accounting Pronouncements

In May 2011, FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in GAAP and International Financial Reporting Standards (IFRS) . The update contains the results of the work of the FASB and the International Accounting Standards Board to develop common requirements for measuring fair value and for disclosing fair value measurements in accordance with GAAP and IFRS. The amendments in this update are effective for periods beginning after December 15, 2011. We are evaluating the impact of the update; however, we do not anticipate this disclosure to have a material impact on our consolidated financial statements.

In June 2011, FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income . The update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. This update requires the presentation of comprehensive income and the components of other comprehensive income to be disclosed either on a single continuous statement with net income or in a separate but consecutive statement. We will implement this presentation change in the first quarter of 2012 as required.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Cash and Cash Equivalents

We consider all cash and highly liquid investments purchased with an original maturity of less than three months to be cash equivalents.

Cash and cash equivalents consisted of the following as of December 31, 2011 and 2010 (in thousands):


	December 31, 2011		December 31, 2010
Cash	$	18,124	$	16,957
Money market funds		66		4,217

	$	18,190	$	21,174

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. During the year ended December 31, 2011, Etisalat accounted for 15% of net revenue. The same customer accounted for 24% of net revenue for the year ended December 31, 2010.

As of December 31, 2011, Etisalat receivables, which are denominated in United Arab Emirates Dirhams, a currency that tracks to the U.S. dollar, accounted for 29% of net accounts receivable. As of December 31, 2010, the same customer accounted for 30% of net accounts receivable.

As of December 31, 2011 and December 31, 2010, receivables from customers in countries other than the United States represented 71% and 74%, 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 December 31, 2011, our outstanding debt balance under our former SVB Facility was $15.0 million. Interest on the line of credit under our SVB Facility accrued at the Wall Street Journal Prime Rate plus a margin of 0.0%-1.0% depending on our quarterly EBITDA as defined in the agreement. As of December 31, 2011, the interest rate on the SVB Facility was 4.25%. 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 approximately $0.3 million.

On March 13, 2012, we entered into our new WFB Facility to replace our former SVB Facility and provide liquidity and working capital through March 12, 2014. Amounts borrowed under the WFB Facility bear interest, payable monthly, at a floating rate equal to the three-month LIBOR plus a margin of 3.5%.

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 2011 and 2010, we did not hedge any of our foreign currency exposure. During 2011, we recorded zero foreign exchange loss compared with a $0.1 million foreign exchange loss recorded in 2010 in other income (expense) on our statements of operations.

We have performed sensitivity analyses as of December 31, 2011 and 2010, using a modeling technique that measures the impact arising from a hypothetical 10% adverse movement in the levels of foreign currency exchange rates 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 $0.3 million and $0.2 million for 2011 and 2010, respectively. 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 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ZHONE TECHNOLOGIES, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


	Page
Report of Independent Registered Public Accounting Firm		46
Consolidated Balance Sheets		47
Consolidated Statements of Operations		48
Consolidated Statements of Stockholders’ Equity and Comprehensive Income		49
Consolidated Statements of Cash Flows		51
Notes to Consolidated Financial Statements		52

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Zhone Technologies, Inc.:

We have audited the accompanying consolidated balance sheets of Zhone Technologies, Inc. and subsidiaries (“the Company”) as of December 31, 2011 and 2010, and the related consolidated statements of operations, stockholders’ equity and comprehensive income and cash flows for each of the years in the three-year period ended December 31, 2011. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Zhone Technologies, Inc. and subsidiaries as of December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2011, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

San Francisco, California

March 15, 2012

ZHONE TECHNOLOGIES, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2011 and 2010

(In thousands, except par value)


	2011			2010
Assets
Current assets:
Cash and cash equivalents	$	18,190		$	21,174
Accounts receivable, net of allowances for sales returns and doubtful accounts of $2,024 in 2011 and $2,433 in 2010		31,598			29,747
Inventories		27,393			31,048
Prepaid expenses and other current assets		2,672			2,514

Total current assets		79,853			84,483
Property and equipment, net		608			5,274
Restricted cash		58			58
Other assets		213			296

Total assets	$	80,732		$	90,111

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	11,797		$	11,864
Line of credit		15,000			10,000
Accrued and other liabilities		10,029			13,217

Total current liabilities		36,826			35,081
Other long-term liabilities		4,379			5,615

Total liabilities		41,205			40,696

Stockholders’ equity:
Common stock, $0.001 par value. Authorized 180,000 shares; issued and outstanding 30,820 and 30,555 shares as of December 31, 2011 and 2010, respectively		31			30
Additional paid-in capital		1,071,390			1,069,513
Other comprehensive income		237			277
Accumulated deficit		(1,032,131	)		(1,020,405	)

Total stockholders’ equity		39,527			49,415

Total liabilities and stockholders’ equity	$	80,732		$	90,111

See accompanying notes to consolidated financial statements.

ZHONE TECHNOLOGIES, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

Years ended December 31, 2011, 2010 and 2009

(In thousands, except per share data)


	2011			2010			2009
Net revenue	$	124,502		$	129,036		$	126,501
Cost of revenue (1)		80,541			79,864			81,106

Gross profit		43,961			49,172			45,395

Operating expenses:
Research and product development (1)		21,380			21,188			22,113
Sales and marketing (1)		22,297			23,982			22,042
General and administrative (1)		7,784			9,855			9,933
Gain on sale of fixed assets		—			(1,959	)		—
Impairment of fixed assets		4,236			—			—

Total operating expenses		55,697			53,066			54,088

Operating loss		(11,736	)		(3,894	)		(8,693	)
Interest expense		(44	)		(996	)		(1,331	)
Interest income		3			7			47
Other income		111			1			121

Loss before income taxes		(11,666	)		(4,882	)		(9,856	)
Income tax provision/(benefit)		60			(101	)		171

Net loss	$	(11,726	)	$	(4,781	)	$	(10,027	)

Basic and diluted net loss per share	$	(0.38	)	$	(0.16	)	$	(0.33	)
Weighted average shares outstanding used to compute basic and diluted net loss per share		30,671			30,393			30,200

(1) Amounts include stock-based compensation costs as follows:
Cost of revenue		61			94			104
Research and product development		244			362			414
Sales and marketing		350			421			484
General and administrative		1,015			1,388			1,258

See accompanying notes to consolidated financial statements.

ZHONE TECHNOLOGIES, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders’ Equity and Comprehensive Income

Years ended December 31, 2011, 2010 and 2009 (In thousands)


	Common stock				Additional paid-in capital		Other comprehensive income			Accumulated deficit			Total stockholders’ equity
	Shares		Amount		Additional paid-in capital		Other comprehensive income			Accumulated deficit			Total stockholders’ equity
Balances as of December 31, 2008		30,137	$	30	$	1,064,614	$	250		$	(1,005,597	)	$	59,297
Exercise of stock options for cash		20		—		13		—			—			13
Issuance of common stock in connection with employee stock purchase plan		83		—		87		—			—			87
Issuance of common stock for director services		32		—		66		—			—			66
Stock-based compensation						2,194		—			—			2,194
Comprehensive loss:
Net loss				—		—		—			(10,027	)		(10,027	)
Foreign currency translation adjustment				—		—		48			—			48
Unrealized loss on available for sale securities				—		—		(5	)		—			(5	)

Total comprehensive loss														(9,984	)

Balances as of December 31, 2009		30,272		30		1,066,974		293			(1,015,624	)		51,673
Exercise of stock options for cash		104		—		75		—			—			75
Issuance of common stock in connection with employee stock purchase plan		151		—		199		—			—			199
Issuance of common stock for director services		28		—		69		—			—			69
Stock-based compensation						2,196		—			—			2,196
Comprehensive loss:
Net loss				—		—		—			(4,781	)		(4,781	)
Foreign currency translation adjustment				—		—		(16	)		—			(16	)

Total comprehensive loss														(4,797	)

See accompanying notes to consolidated financial statements.


	Common stock				Additional paid-in capital		Other comprehensive income			Accumulated deficit			Total stockholders’ equity
	Shares		Amount		Additional paid-in capital		Other comprehensive income			Accumulated deficit			Total stockholders’ equity
Balances as of December 31, 2010		30,555		30		1,069,513		277		$	(1,020,405	)		49,415
Exercise of stock options for cash		109		—		77		—			—			77
Issuance of common stock in connection with employee stock purchase plan		131		1		130		—			—			131
Issuance of common stock for director services		25		—		61		—			—			61
Stock-based compensation						1,609		—			—			1,609
Comprehensive loss:
Net loss				—		—		—			(11,726	)		(11,726	)
Foreign currency translation adjustment				—		—		(40	)		—			(40	)

Total comprehensive loss														(11,766	)

Balances as of December 31, 2011		30,820	$	31	$	1,071,390	$	237		$	(1,032,131	)	$	39,527

See accompanying notes to consolidated financial statements.

ZHONE TECHNOLOGIES, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Years ended December 31, 2011, 2010 and 2009

(In thousands)


	2011			2010			2009
Cash flows from operating activities:
Net loss	$	(11,726	)	$	(4,781	)	$	(10,027	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,810			1,585			1,834
Stock-based compensation		1,670			2,265			2,260
Gain on sale of fixed assets		—			(1,959	)		—
Loss on disposal of fixed assets		—			—			2
Impairment of fixed assets		4,236			—			—
Impairment of investments		—			—			44
Provision for sales returns and doubtful accounts		1,939			761			1,780
Changes in operating assets and liabilities:
Accounts receivable		(3,790	)		6,599			(15,222	)
Inventories		3,655			(820	)		10,478
Prepaid expenses and other current assets		(158	)		(333	)		556
Other assets		83			(155	)		14
Accounts payable		(67	)		(3,050	)		2,195
Accrued and other liabilities		(4,424	)		1,944			(2,379	)

Net cash (used in) provided by operating activities		(6,772	)		2,056			(8,465	)

Cash flows from investing activities:
Proceeds from sale of assets		—			573			—
Purchases of property and equipment		(1,380	)		(3,169	)		(794	)
Purchases of short-term investments		—			—			(308	)
Proceeds from sale and maturities of short-term investments		—			306			2,945
Changes in restricted cash		—			—			65

Net cash (used in) provided by investing activities		(1,380	)		(2,290	)		1,908

Cash flows from financing activities:
Proceeds from exercise of stock options and purchases under the ESPP plan		208			274			100
Net advances (repayment) under credit facilities		5,000			—			(5,000	)
Repayment of debt		—			(310	)		(382	)

Net cash provided by (used in) financing activities		5,208			(36	)		(5,282	)

Effect of exchange rate changes on cash		(40	)		(16	)		48

Net decrease in cash and cash equivalents		(2,984	)		(286	)		(11,791	)
Cash and cash equivalents at beginning of year		21,174			21,460			33,251

Cash and cash equivalents at end of year	$	18,190		$	21,174		$	21,460

Supplemental disclosures of cash flow information:
Cash paid during period for:
Taxes	$	65		$	75		$	171
Interest		44			1,101			1,339
Non-cash investing and financing activities:
Sale of Oakland, California campus and extinguishment of related debt (Refer to Note 5)

See accompanying notes to consolidated financial statements.

ZHONE TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to 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, wireless and cable operators worldwide. The Company’s products allow network service providers to deliver video and interactive entertainment services in addition to their existing voice and data service offerings. 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 consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation.

(c) Risks and Uncertainties

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company’s continued losses reduced cash and cash equivalents in 2010 and 2011. As of December 31, 2011, the Company had approximately $18.2 million in cash and cash equivalents and $15.0 million in current debt outstanding under its former revolving line of credit and letter of credit facility (the “SVB Facility”). In January 2012, the Company repaid the $15.0 million outstanding under the SVB Facility, and the SVB Facility expired on March 13, 2012. The Company entered into a new credit agreement with Wells Fargo Bank (“WFB”) for a revolving line of credit and letter of credit facility (the “WFB Facility”) on March 13, 2012 to replace the former SVB Facility and provide liquidity and working capital through March 12, 2014, as discussed in Note 16.

The global unfavorable economic and market conditions could impact the Company’s business in a number of ways, 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; and

•

Negative impact from increased financial pressures on key suppliers.

If the economic, market and geopolitical conditions in the United States and the rest of the world do not continue to improve or if they deteriorate, the Company may experience material adverse impacts on its business, operating results and financial condition.

The Company expects that operating losses and negative cash flows from operations may continue. 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 or borrow on unfavorable terms. Continued uncertainty regarding financial institutions’ ability and inclination to lend may negatively impact the Company’s ability to access debt financing or to refinance existing indebtedness in the future on favorable terms, or at all. The Company may be unable to sell assets, issue securities or

access additional indebtedness to meet these needs on favorable terms, or at all. As a result, the Company may become unable to pay its ordinary expenses, including its debt service, on a timely basis. 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.

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 obtain additional capital or is required to obtain additional capital on terms that are not favorable, it 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 the foreseeable future.

(d) Use of Estimates

The preparation of the 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.

(e) 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 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 accrues for warranty costs, sales returns and other allowances at the time of shipment based on historical experience and expected future costs.

In October 2009, the Financial Accounting Standards Board (“FASB”) amended the accounting standards for multiple deliverable revenue arrangements to:

(i)

provide updated guidance on whether multiple deliverables exist, how the deliverables in an arrangement should be separated, and how the consideration should be allocated;

(ii)

(iii)

eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method.

The Company adopted the updated accounting standards on January 1, 2011 on a prospective basis for applicable transactions originating or materially modified after December 31, 2010. This guidance does not change the units of accounting for revenue transactions. 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.

Prior to the adoption of Accounting Standards Update (“ASU”) 2009-13, Multiple Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements , the Company established the fair value or TPE of services in multiple-element arrangements based primarily on sales prices when the products and services were sold separately. As such, the Company applied the residual method to allocate the arrangement fee between products and services. In limited circumstances, if fair value could not be established for undelivered elements, all of the revenue under the arrangement was deferred until those elements were delivered. Upon adoption of ASU 2009-13, on January 1, 2011, the Company allocated revenue to products and services in such arrangements using the relative selling price method to recognize revenue when the basic revenue recognition criteria for each deliverable are met.

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. 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. Consistent with its methodology under previous accounting guidance, the Company determines VSOE based on its normal pricing practices for these specific services when sold separately.

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 adoption did not have a material effect on the Company’s consolidated financial statements for the year ended December 31, 2011 and is not expected to have a material effect on future periods.

(f) Allowances for Sales Returns and Doubtful Accounts

The Company records an allowance for sales returns for estimated future product returns related to current period product revenue. The allowance for sales returns is recorded as a reduction of revenue and an allowance against accounts receivable. The Company bases its allowance for sales returns on periodic assessments of historical trends in product return rates and current approved returned products. If the actual future returns were to deviate from the historical data on which the reserve had been established, the Company’s future revenue could be adversely affected.

The Company records an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make payments for amounts owed to the Company. The allowance for doubtful accounts is recorded as a charge to general and administrative expenses. The Company bases its allowance on periodic assessments of its customers’ liquidity and financial condition through analysis of information obtained from credit rating agencies, financial statement review and historical collection trends. Additional allowances may be required in the future if the liquidity or financial conditions of its customers deteriorate, resulting in impairment in their ability to make payments.

Activity under the Company’s allowance for sales returns and doubtful accounts was comprised as follows (in thousands):


	Year ended December 31,
	2011			2010			2009
Balance at beginning of year	$	2,433		$	5,042		$	5,155
Charged to revenue		2,039			616			1,800
Charged to (reversal of) expense		(100	)		144			(20	)
Utilization		(2,348	)		(3,369	)		(1,893	)

Balance at end of year	$	2,024		$	2,433		$	5,042

The allowance for doubtful accounts was $1.2 million and $1.7 million as of December 31, 2011 and 2010, respectively.

(g) Inventories

Inventories are stated at the lower of cost or market, with cost being determined using the first-in, first-out (FIFO) method. In assessing the net realizable value of inventories, the Company is required to make judgments as to future demand requirements and compare these with the current or committed inventory levels. Once inventory has been written down to its estimated net realizable value, its carrying value cannot be increased due to subsequent changes in demand forecasts. To the extent that a severe

decline in forecasted demand occurs, or the Company experiences a higher incidence of inventory obsolescence due to rapidly changing technology and customer requirements, the Company may incur significant charges for excess inventory.

(h) Operating Lease Liabilities

As a result of the acquisition of Paradyne Networks, Inc. (“Paradyne”) in September 2005, the Company assumed certain lease liabilities for facilities in Largo, Florida. The Company has accrued a liability for the excess portion of these facilities. The computation of the estimated liability includes a number of assumptions and subjective variables. These variables include the level and timing of future sublease income, amount of contractual variable costs, future market rental rates, discount rate, and other estimated expenses. If circumstances change, and the Company employs different assumptions in future periods, the future lease liability may differ significantly from what the Company has recorded in the current period and could materially affect its net loss and net loss per share.

(i) Foreign Currency Translation

For operations outside the United States, the Company translates assets and liabilities of foreign subsidiaries, whose functional currency is the local currency, at end of period exchange rates. Revenues and expenses are translated at monthly average rates of exchange prevailing during the year. The adjustment resulting from translating the financial statements of such foreign subsidiaries, is included in accumulated other comprehensive income (loss), which is reflected as a separate component of stockholders’ equity. Realized gains and losses on foreign currency transactions are included in other income (expense) in the accompanying consolidated statement of operations. During 2011, the Company recorded no realized foreign exchange gain or loss; however, during 2010 and 2009, the Company recorded a $0.1 million realized foreign exchange loss for each period in other income (expense) on its statements of operations.

(j) Cash and Cash Equivalents

The Company considers all cash and highly liquid investments purchased with an original maturity of less than three months to be cash equivalents.

Cash and cash equivalents as of December 31, 2011 and December 31, 2010 consisted of the following (in thousands):


	December 31, 2011		December 31, 2010
Cash and Cash Equivalents:
Cash	$	18,124	$	16,957
Money Market Funds		66		4,217

	$	18,190	$	21,174

As of December 31, 2011 and December 31, 2010, the fair value equaled cost of the cash and cash equivalents.

(k) Fair Value of Financial Instruments

The carrying amounts of the Company’s consolidated financial instruments which include cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate their fair values as of December 31, 2011 and December 31, 2010 due to the relatively short maturities of these instruments. The carrying value of the Company’s debt obligations at December 31, 2011 and December 31, 2010 approximate their fair value.

(l) Concentration of Risk

Financial instruments which potentially subject the Company 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.

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 ongoing credit evaluations of its customers and generally does not require collateral. Allowances are maintained for potential doubtful accounts. During the year ended December 31, 2011, Emirates Telecommunications Corporation (“Etisalat”) accounted for 15% of net revenue. For the year ended December 31, 2010, the same customer accounted for 24% of net revenue.

The target customers for the Company’s products are network service providers that operate voice, data and video communications networks. There are a limited number of potential customers in this target market. The Company expects that a significant portion of the Company’s future revenue will depend on sales of its products to a limited number of customers. Any failure of one or more customers to purchase products from the Company for any reason, including any downturn in their businesses, would seriously harm the Company’s business, financial condition and results of operations.

Etisalat accounted for 29% and 30% of net accounts receivable as of December 31, 2011 and December 31, 2010, respectively. Etisalat receivables are denominated in United Arab Emirates Dirhams, a currency that tracks to the U.S. dollar.

As of December 31, 2011 and December 31, 2010, receivables from customers in countries other than the United States represented 71% and 74%, respectively, of net accounts receivable.

From time to time, the Company may provide or commit to extend credit or credit support to its customers. This financing may include extending the terms for product payments to customers. Depending upon market conditions, the Company may seek to factor these arrangements to financial institutions and investors to reduce the amount of its financial commitments associated with such arrangements. As of December 31, 2011, the Company did not have any significant customer financing commitments or guarantees.

The Company’s products are concentrated in the communications equipment market, which is highly competitive and subject to rapid change. Significant technological changes in the industry could adversely affect operating results. The Company’s inventories include components that may be specialized in nature, and subject to rapid technological obsolescence. The Company actively manages inventory levels, and the Company considers technological obsolescence and potential changes in product demand based on macroeconomic conditions when estimating required allowances to reduce recorded inventory amounts to market value. Such estimates could change in the future.

The Company’s growth and ability to meet customer demands are also dependent on its ability to obtain timely deliveries of components from suppliers and contract manufacturers. The Company depends on contract manufacturers and sole or limited source suppliers for several key components. If the Company were unable to obtain these components on a timely basis, the Company would be unable to meet its customers’ product delivery requirements which could adversely impact operating results. While the Company is not solely dependent on one contract manufacturer, it expects to continue to rely on contract manufacturers to fulfill a portion of its product manufacturing requirements.

(m) Property and Equipment

Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives. Useful lives of all property and equipment range from 3 to 5 years. Leasehold improvements are generally amortized over the shorter of their useful lives or the remaining lease term.

(n) Purchased Intangibles and Other Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable based on expected undiscounted cash flows attributable to that asset. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to the future net undiscounted cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future net undiscounted cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Any assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet.

During the year ended December 31, 2011, the Company recorded impairment charges of $4.2 million related to the impairment of long-lived assets as discussed in Note 4.

(o) Accounting for Stock-Based Compensation

The Company has adopted the Black Scholes model to estimate the fair value of options. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s consolidated statement of operations.

Awards of stock options granted to non-employees under the Company’s share-based compensation plans are accounted for at fair value determined by using the Black Scholes option pricing. These options are generally immediately exercisable and expire seven to ten years from the date of grant. Non-employee options subject to vesting are valued as they become vested.

The Company attributes the values of the stock-based compensation to expense using the straight line method.

(p) Income Taxes

The Company uses the asset and liability method to account for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and the income tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company has recorded a full valuation allowance against its net deferred tax assets at December 31, 2011 and 2010 due to the significant uncertainty regarding whether the deferred tax assets will be realized.

(q) Net Loss per Common 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 common stock subject to repurchase rights and incremental shares of common equivalent shares issuable upon the exercise of stock options and warrants.

(r) Other Comprehensive Income (Loss)

Other comprehensive income (loss) is recorded directly to stockholders’ equity and includes unrealized gains and losses which have been excluded from the consolidated statements of operations. These unrealized gains and losses consist of foreign currency translation adjustments.

(s) Recent Accounting Pronouncements

In May 2011, FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in GAAP and International Financial Reporting Standards (IFRS) . The update contains the results of the work of the FASB and the International Accounting Standards Board to develop common requirements for measuring fair value and for disclosing fair value measurements in accordance with GAAP and IFRS. The amendments in this update are effective for periods beginning after December 15, 2011. The Company is evaluating the impact of the update; however, the Company does not anticipate this disclosure to have a material impact on the consolidated financial statements.

In June 2011, FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income . The update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. This update requires the presentation of comprehensive income and the components of other comprehensive income to be disclosed either on a single continuous statement with net income or in a separate but consecutive statement. The Company will implement this presentation change in the first quarter of 2012 as required.

(2) Operating Lease Liabilities

As a result of the acquisition of Paradyne in September 2005, the Company assumed certain lease liabilities for facilities in Largo, Florida. The Company has accrued a liability for the excess portion of these facilities. The term of the lease expires in June 2012 and had an estimated remaining obligation of approximately $2.2 million as of December 31, 2011, of which $0.8 million was accrued for excess facilities, net of contractual and estimated sublease income. During 2009, the Company assumed that it would no longer be able to sublease the remaining excess space due to the continued deterioration in the real estate market. Accordingly, during 2009, the Company increased its excess lease liability balance by $0.6 million, with a corresponding charge to general and administrative expenses. A summary of current period activity related to excess lease liabilities accrued is as follows (in thousands):


	Exit costs
Balance at December 31, 2010	$	2,727
Cash payments, net		(1,892	)

Balance at December 31, 2011	$	835

A summary of the excess lease liabilities at their net present value is as follows (in thousands):


	Exit costs
Future lease payments for excess space	$	1,096
Less: contractual sublease income		(261	)

Balance at December 31, 2011	$	835

The total excess lease liability of $0.8 million is classified as current as of December 31, 2011 in “Accrued and other liabilities” in the accompanying consolidated balance sheet.

(3) Fair Value Measurement

The Company utilizes the market approach to measure fair value of its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

The Company utilizes a fair value hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels:


Level 1 -		Inputs are quoted prices in active markets for identical assets or liabilities.

Level 2 -		Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data.

Level 3 -		Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.

The following tables represent the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2011 and December 2010, respectively, and the basis for that measurement:


	Fair value measurements as of December 31, 2011 (In thousands)
	Total		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Money market funds (1)	$	66	$	66	$	—	$	—

Total	$	66	$	66	$	—	$	—


	Fair value measurements as of December 31, 2010 (In thousands)
	Total		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Money market funds (1)	$	4,217	$	4,217	$	—	$	—

Total	$	4,217	$	4,217	$	—	$	—

(1)	Included in cash and cash equivalents on the Company’s consolidated balance sheet.

The Company’s valuation techniques used to measure the fair values of money market funds were derived from quoted market prices as active markets for these instruments exist.

(4) Long-lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable based on expected undiscounted cash flows attributable to that asset. The amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset.

The Company estimates the fair value of its long-lived assets based on a combination of market information primarily obtained from third-party quotes and online markets. In the application of the impairment testing, the Company is required to make estimates of future operating trends and resulting cash flows and judgments on discount rates and other variables. Actual future results and other assumed variables could differ from these estimates. During the fourth quarter of 2011, the Company determined that indicators of impairment existed due to continued negative cash flows and operating losses as well as the significant decrease in the market price of the Company’s stock. These indicators resulted in the potential for the book value of the fixed assets to be impaired, so the Company performed an impairment analysis, resulting in an impairment charge to fixed assets of $4.2 million. The Company’s long-lived assets as of December 31, 2011 and 2010 consisted of net fixed assets totaling $0.6 million and $5.3 million, respectively.

The following tables represent the Company’s fixed assets measured at fair value as of December 31, 2011, and the basis for that measurement:


	Fair value measurements as of December 31, 2011 (In thousands)
	Total		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Fixed asset group	$	608	$	—	$	600	$	8

Total	$	608	$	—	$	600	$	8

The Company’s valuation techniques used to measure the fair values of the fixed assets were derived from a combination of observable and unobservable inputs. In addition to considering the book value of the Company compared to its fair value, the Company used observable inputs to value a majority of the assets based on quotes obtained for similar assets available in observable markets. The unobservable inputs used were the result of a valuation technique based on the potential salvage values of the goods.

(5) Sale-leaseback of Oakland, California Campus

In the third quarter of 2010, the Company sold its Oakland, California campus, consisting of land and three buildings, to LBA Realty, LLC (“LBA Realty”) for approximately $18.8 million. As part of the sale transaction, LBA Realty agreed to settle the Company’s secured real estate debt which was secured by the Oakland, California campus for a net sum of $17.6 million pursuant to a Discount Payoff Agreement as discussed in Note 7. The net cash proceeds from the sale of Oakland, California campus and extinguishment of related debt was $0.6 million after offsetting the gross selling price of $18.8 million with the closing costs of $0.2 million, extinguishment of related debt of $17.6 million and other miscellaneous payments of $0.4 million. As the sale transaction and the extinguishment of debt occurred simultaneously with the same party, the gain on the extinguishment of $0.8 million was accounted for as sale proceeds in the sale and leaseback transaction.

In connection with the sale, the Company entered into a Multi-Tenant Commercial/Industrial Lease Agreement (the “Lease Agreement”) to rent one of the buildings from LBA Realty for a five-year term, commencing from the closing of the sale. The initial annual rent under the Lease Agreement was approximately $0.6 million, with periodic rent escalations at a rate of approximately 2% per annum. Under the Lease Agreement, in October 2010, the Company received a non-refundable tenant improvement allowance of $1.7 million for the required alterations to the property being leased back. The tenant improvement allowance amount is being amortized over the term of the lease as an offset to rent expense.

The sale of the Oakland, California campus, consisting of land and three buildings, qualified as a ‘sale’ as that term is defined in Accounting Standards Codification (“ASC”) 360-20, Real Estate Sales. Additionally, the

subsequent leaseback of one of the buildings qualified as a normal leaseback as defined in ASU 840-40, Sale-Leaseback Transactions. The Company recognized a net gain in the consolidated statement of operations for the year ended 2010 of $2.0 million, which represents the estimated fair value in excess of the book value of the buildings sold but not leased back. The remaining gain of $2.2 million, representing the estimated fair value in excess of the book value of the building sold and leased back, was deferred in a long-term liability account to be amortized as a reduction in rent expense over the term of the lease.

For the purposes of accounting for the sale and leaseback transaction, the estimated fair value of the buildings on an individual basis was determined by the Company based on the compilation and review of third-party evidence of the current market prices for sales of similar buildings in the geographic area where the Company’s campus is situated.

(6) Balance Sheet Detail

Balance sheet detail as of December 31, 2011 and 2010 is as follows (in thousands):


	2011			2010
Inventories:
Raw materials	$	16,770		$	20,539
Work in process		2,985			2,751
Finished goods		7,638			7,758

	$	27,393		$	31,048

Property and equipment, net:
Machinery and equipment		9,043			8,121
Computers and acquired software		4,076			3,573
Furniture and fixtures		310			416
Leasehold improvements		2,067			2,006

		15,496			14,116
Less accumulated depreciation and amortization (1)		(14,888	)		(8,842	)

	$	608		$	5,274

(1)	The accumulated depreciation and amortization balance as of December 31, 2011 includes the $4.2 million impairment charge recorded to decrease the net book value of the Company’s fixed assets to their fair value as discussed above in Note 4.

Depreciation and amortization expense associated with property and equipment amounted to $1.8 million, $1.6 million and $1.8 million for the years ended December 31, 2011, 2010 and 2009, respectively.


	2011		2010
Accrued and other liabilities (in thousands):
Accrued warranty	$	1,546	$	1,683
Accrued compensation		2,338		2,583
Accrued exit costs		835		1,818
Deferred revenue		534		1,045
Other		4,776		6,088

	$	10,029	$	13,217

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 summarizes the activity related to the product warranty liability during the years ended December 31, 2011 and 2010 (in thousands):


Balance at December 31, 2009	$	1,662
Charged to cost of revenue		1,593
Claims and settlements		(1,572	)

Balance at December 31, 2010	$	1,683
Charged to cost of revenue		1,086
Claims and settlements		(1,223	)

Balance at December 31, 2011	$	1,546

(7) Debt

Secured Real Estate Loan

In the third quarter of 2010, the Company extinguished its existing secured real estate loan secured by the Oakland, California campus for $17.6 million as part of the sale-leaseback transaction as discussed in Note 5. The total amount outstanding under the secured real estate loan was $18.4 million at the extinguishment date, with a maturity date of April 1, 2011. The interest rate on the secured real estate loan was 6.5% per annum. As the sale transaction and the extinguishment of debt occurred simultaneously with the same party, the gain on the extinguishment of $0.8 million was accounted for as sale proceeds in the sale-leaseback transaction as discussed in Note 5. As a result of the sale-leaseback transaction, the secured real estate loan balance was zero for both periods ending December 31, 2011 and December 31, 2010.

Credit Facility

The Company had $15.0 million outstanding at December 31, 2011 under its former SVB Facility. In addition, $7.9 million was committed as security for various letters of credit and $2.1 million was unused and available for borrowing under its former SVB Facility as of December 31, 2011. The amounts borrowed under the SVB Facility bore interest, payable monthly, at a floating rate equal to the Wall Street Journal Prime Rate plus a margin of 0.0%-1.0% depending on the Company’s quarterly EBITDA as defined in the agreement. The interest rate on the SVB Facility was 4.25% at December 31, 2011. In January 2012, the Company repaid the $15.0 million outstanding under the SVB Facility, and the SVB Facility expired on March 13, 2012.

The Company’s obligations under the SVB Facility were secured by substantially all of its personal property assets and those of its subsidiaries, including their intellectual property. The SVB Facility contained certain financial covenants, and customary affirmative covenants and negative covenants. As of December 31, 2011, the Company was in compliance with these covenants. To maintain availability of funds under the SVB Facility, the Company paid a commitment fee on the unused portion. The commitment fee was 0.5% per annum and was recorded as interest expense.

On March 13, 2012, the Company entered into the new WFB Facility with WFB to replace its former SVB Facility and provide liquidity and working capital through March 12, 2014, as discussed in Note 16.

(8) Stockholders’ Equity

(a) Overview

As of December 31, 2011 and 2010, the Company’s equity capitalization consisted of 180 million authorized shares of common stock, of which 30.8 million and 30.6 million shares, respectively, were outstanding.

On March 11, 2010, the Company filed a Certificate of Amendment with the Delaware Secretary of State to amend the Company’s Certificate of Incorporation, which amendment effected a one-for-five reverse stock split of Zhone common stock and reduced the authorized shares of Zhone common stock from 900,000,000 to 180,000,000. No fractional shares of common stock were issued as a result of the reverse stock split and shareholders of record received cash in lieu of the fractional shares to which they would otherwise have been entitled, based on the closing price of Zhone common stock on March 10, 2010. All stock options were modified for the one-for-five reverse split by decreasing the number of shares and increasing the exercise price per share on a one-for-five basis. This modification did not result in any additional stock compensation expense in the current period or future periods. References to shares of Zhone common stock, warrants and stock options (and associated dollar amounts) in this Form 10-K for all periods presented are provided on a post-reverse stock split basis.

(b) Warrants

At December 31, 2011, the Company had a total of 7,238 warrants to purchase common stock outstanding at a weighted average exercise price of $116.55 per share. Warrants to purchase 270,523 shares of common stock expired unexercised in 2009, with an aggregate exercise price of $5.6 million. The remaining outstanding warrants will expire in the years 2013 and 2014. No warrants were exercised in 2011, 2010 or 2009.

(c) Stock-Based Compensation

As of December 31, 2011, the Company had two types of share-based compensation plans related to stock options and employee stock purchases. The compensation cost that has been charged as an expense in the statement of operations for those plans was $1.7 million, $2.3 million and $2.3 million for the years ended December 31, 2011, 2010 and 2009, respectively.

The following table summarizes stock-based compensation expense for the years ended December 31, 2011, 2010 and 2009 (in thousands):


	Year ended December 31,
	2011		2010		2009
Compensation expense relating to employee stock options	$	1,535	$	2,098	$	2,142
Compensation expense relating to non-employees		61		69		69
Compensation expense relating to Employee Stock Purchase Plan		74		98		49

Stock-based compensation expense	$	1,670	$	2,265	$	2,260

Stock Options

The Company’s stock-based compensation plans are designed to attract, motivate, retain and reward talented employees, directors and consultants and align stockholder and employee interests. The Company has two active stock option plans, the Amended and Restated Special 2001 Stock Incentive Plan and the Amended and Restated 2001 Stock Incentive Plan. Stock options are primarily issued from the Amended and Restated 2001 Stock Incentive Plan. This plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards and other stock-based awards to officers, employees, directors and consultants of the Company. Options may be granted at an exercise price less than, equal to or greater than the fair market value on the date of grant, except that any options granted to a 10% stockholder must have an exercise price equal to at least 110% of the fair market value of the Company’s common stock on the date of grant. The Board of Directors determines the term of each option, the option exercise price and the vesting terms. Stock options are generally granted at an exercise price equal to the fair market value on the date of grant, expiring seven to ten years from the date of grant and vesting over a period of four years. On January 1 of each year, if the number of shares available for grant under the Amended and Restated 2001 Stock Incentive Plan is less than 5% of the total number of shares of

common stock outstanding as of that date, the shares available for grant under the plan are automatically increased by the amount necessary to make the total number of shares available for grant equal to 5% of the total number of shares of common stock outstanding, or by a lesser amount as determined by the Board of Directors. As of December 31, 2011, 0.4 million shares were available for grant under these plans.

The Company has estimated the fair value of stock-based payment awards on the date of grant using the Black Scholes pricing model, which is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. These variables include the Company’s expected stock price volatility over the term of the awards, actual and projected employee option exercise behaviors, risk free interest rate and expected dividends. The estimated expected term of options granted was determined based on historical option exercise trends. Estimated volatility was based on historical volatility and the risk free interest rate was based on U.S. Treasury yield in effect at the time of grant for the expected life of the options. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore used an expected dividend yield of zero in the option valuation model. The Company is also required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. Historical data was used to estimate pre-vesting forfeitures and record stock-based compensation expense only for those awards that are expected to vest.

The assumptions used to value option grants for the years ended December 31, 2011, 2010 and 2009 are as follows:


	Year ended December 31,
	2011			2010			2009
Expected term		4.7 years			4.7 years			4.7 years
Expected volatility		94	%		94	%		92	%
Risk free interest rate		1.19	%		1.54	%		2.36	%

The weighted average grant date fair value of options granted during the years ended December 31, 2011, 2010 and 2009 was $1.25, $1.07 and $1.80 per share, respectively. The intrinsic value of options exercised for the years ended December 31, 2011, 2010 and 2009 was $0.2 million, $0.2 million and $0.03 million, respectively. For the years ended December 31, 2011, 2010 and 2009, the Company received $0.1 million, $0.1 million and $0.01 million in proceeds from stock option exercises, respectively.

The following table sets forth the summary of option activity under the stock option program for the year ended December 31, 2011 (in thousands, except per share data):


	Options Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding as of December 31, 2010		5,102		$	3.54		5.01	$	7,415
Granted		916		$	1.79
Canceled/Forfeited		(209	)	$	29.72
Exercised		(109	)	$	0.71

Outstanding as of December 31, 2011		5,700		$	2.40		4.45	$	951

Vested and expected to vest at December 31, 2011		5,429		$	2.44		4.37	$	932

Vested and exercisable at December 31, 2011		4,242		$	2.68		4.00	$	848

The aggregate intrinsic value represents the total pretax intrinsic value, based on the Company’s closing stock price as of December 31, 2011 of $0.89, which would have been received by the option holders had the option holders exercised their options as of that date.

As of December 31, 2011, there was $1.4 million of unrecognized compensation costs, adjusted for estimated forfeitures related to unvested stock-based payments granted which are expected to be recognized over a weighted average period of 2.1 years.

In 2008, the Company completed an offer to exchange certain stock options issued to eligible employees, officers and directors of the Company under its equity incentive compensation plans (the “Exchange Offer”). On March 31, 2010, the Company’s board of directors approved the acceleration of vesting of all unvested options to purchase shares of Zhone common stock issued in connection with the Exchange Offer that were held by members of the Company’s senior management. The acceleration was effective as of March 31, 2010. Options to purchase an aggregate of approximately 0.9 million shares of Zhone common stock were subject to the acceleration and resulted in a compensation charge of $0.9 million which was fully expensed in the three-month period ended March 31, 2010. The acceleration of these options was undertaken in recognition of the achievement of certain performance objectives by the Company’s senior management.

On August 23, 2011, the Company’s board of directors approved the acceleration of vesting of all unvested options to purchase shares of Zhone common stock that were held by the Company’s senior management as of that date. The acceleration was effective as of September 30, 2011. Options to purchase an aggregate of approximately 0.6 million shares of Zhone common stock were subject to the acceleration and resulted in a compensation charge of $0.7 million which was fully expensed in the three-month period ended September 30, 2011. The acceleration of these options was undertaken to partially offset previous reductions in cash compensation and other benefits by the Company’s senior management.

Employee Stock Purchase Plan

The Company’s 2002 Employee Stock Purchase Plan (“ESPP”) allows eligible employee participants to purchase shares of the Company’s common stock at a price equal to 85% of the lower of the fair market value of the common stock at the beginning or the end of each three-month offering period. Participation is limited to 10% of an employee’s eligible compensation, not to exceed amounts allowed by the Internal Revenue Code. The following table summarizes shares purchased, weighted average purchase price, cash received and the aggregate intrinsic value for ESPP purchases during the years ended December 31, 2011, 2010 and 2009 (in thousands, except per share data):


	Year ended December 31,
	2011		2010		2009
Shares purchased		131		151		83
Weighted average purchase price	$	1.00	$	1.31	$	1.05
Cash received	$	131	$	199	$	87
Aggregate intrinsic value	$	108	$	38	$	66

The assumptions used to value stock purchases under the Company’s ESPP for the years ended December 31, 2011, 2010 and 2009 are as follows:


	Year ended December 31,
	2011			2010			2009
Expected term		3 months			3 months			3 months
Volatility		71	%		83	%		145	%
Risk free interest rate		0.03	%		0.1	%		0.2	%
Weighted average fair value per share	$	0.52		$	0.68		$	0.50

(9) Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data):


	Year ended December 31,
	2011			2010			2009
Numerator:
Net loss	$	(11,726	)	$	(4,781	)	$	(10,027	)

Denominator:
Weighted average common stock outstanding		30,671			30,393			30,200

Basic and diluted net loss per share	$	(0.38	)	$	(0.16	)	$	(0.33	)

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


	2011		Weighted average exercise price
Warrants		7	$	116.55
Outstanding stock options and unvested restricted shares		5,759	$	2.38

		5,766


	2010		Weighted average exercise price
Warrants		7	$	116.55
Outstanding stock options and unvested restricted shares		5,133	$	3.52

		5,140


	2009		Weighted average exercise price
Warrants		7	$	116.55
Outstanding stock options and unvested restricted shares		4,445	$	4.05

		4,452

As of December 31, 2011 and 2010, there were zero shares of issued common stock subject to repurchase.

(10) Income Taxes

The following is a summary of the components of income tax expense applicable to loss before income taxes (in thousands):


	Year ended December 31,
	2011		2010			2009
Current:
Federal	$	—	$	(176	)	$	—
State		15		34			70
Foreign		45		41			101

		60		(101	)		171
Deferred:
Federal		—		—			—
State		—		—			—
Foreign		—		—			—

	$	60	$	(101	)	$	171

A reconciliation of the expected tax expense (benefit) to the actual tax expense (benefit) is as follows (in thousands):


	Year ended December 31,
	2011			2010			2009
Expected tax benefit at statutory rate (35%)	$	(4,083	)	$	(1,709	)	$	(3,450	)
State taxes, net of Federal effect		9			22			46
Foreign rate differential		(3,532	)		(3,598	)		(1,204	)
Valuation allowance		7,065			4,535			3,960
Stock-based compensation		518			722			791
Other		83			(73	)		28

	$	60		$	(101	)	$	171

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2011 and 2010 are as follows (in thousands):


	2011			2010
Deferred assets:
Net operating loss, capital loss, and tax credit carryforwards	$	536,302		$	532,036
Fixed assets and intangible assets		20,367			21,873
Inventory and other reserves		6,879			7,289
Other		92			102

Gross deferred tax assets		563,640			561,300
Less valuation allowance		(563,640	)		(561,300	)

Total deferred tax assets	$	—		$	—

For the years ended December 31, 2011 and 2010, the net changes in the valuation allowance were an increase of $2.3 million and an increase of $2.5 million, respectively. The Company recorded a full valuation allowance against the net deferred tax assets at December 31, 2011 and 2010 since it is more likely than not that the net deferred tax assets will not be realized due to the lack of previously paid taxes and anticipated taxable income.

As of December 31, 2011, the Company had net operating loss carryforwards for federal and California income tax purposes of approximately $1,389.1 million and $433.8 million, respectively, which are available to offset future taxable income, if any, in years through 2031. Approximately $3.6 million and $2.3 million net operating loss carryforwards for federal and California income tax purposes, respectively, are attributable to employee stock option deductions, the benefit from which will be allocated to paid-in-capital rather than current income when subsequently recognized. Federal and state laws impose substantial restrictions on the utilization of net operating loss and tax credit carryforwards in the event of an ownership change for tax purposes, as defined in Section 382 of the Internal Revenue Code. As a result of such ownership changes, the Company’s ability to realize the potential future benefit of tax losses and tax credits that existed at the time of the ownership change will be significantly reduced. The Company’s deferred tax asset and related valuation allowance would be reduced as a result. The Company has not yet performed a Section 382 study to determine the amount of reduction, if any.

As of December 31, 2011, the Company also had research credit carryforwards for federal and state income tax purposes of approximately $21.3 million and $7.7 million, respectively, which are available to reduce future income taxes, if any, in years through 2031 and over an indefinite period, respectively. Additionally, the Company had alternative minimum tax credit carryforwards for federal income tax purposes of approximately $0.1 million which are available to reduce future income taxes, if any, over an indefinite period. The Company also had enterprise zone credit carryforwards for state income tax purposes of approximately $0.2 million which are available to reduce future state income taxes, if any, over an indefinite period.

The Company may have unrecognized tax benefits included in its deferred tax assets which are subject to a full valuation allowance as of December 31, 2011 and 2010. However, the Company has not yet performed a study to determine the amount of such unrecognized tax benefits.

Interest and penalties, to the extent accrued on unrecognized tax benefits in the future, will be included in tax expense.

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			2008 – 2011
• California and Canada			2007 – 2011
• Brazil			2006 – 2011
• Germany			2005 – 2011
• United Kingdom			2007 – 2011

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.

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.

(11) Related-Party Transactions

In the ordinary course of business, the Company’s executive officers and non-employee directors are reimbursed for travel related expenses when incurred for business purposes. The Company reimburses its

Chairman, President and Chief Executive Officer, Morteza Ejabat, for the direct operating expenses incurred in the use of his private aircraft when used for business purposes. The amount reimbursed for these expenses was $0.3 million, $0.3 million, and $0.3 million during the years ended December 31, 2011, 2010 and 2009, respectively.

(12) 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:
2012	$	3,194
2013		817
2014		737
2015		486
2016 and Thereafter		—

Total minimum lease payments	$	5,234

The total minimum lease payments shown above include projected payments and obligations for leases that the Company is no longer utilizing, some of which relate to excess facilities obtained through acquisitions. At December 31, 2011, the Company had estimated commitments of $2.2 million related to facilities assumed as a result of the Paradyne acquisition, of which $0.8 million was accrued for excess facilities, which is net of estimated sublease income. The above amounts also include $2.4 million of future minimum lease payments with respect to the Company’s Oakland, California campus in connection with the sale and leaseback transaction, as discussed in Note 5. For operating leases that include contractual commitments for operating expenses and maintenance, estimates of such amounts are included based on current rates. Rent expense under operating leases, excluding rent relating to excess facilities previously accrued, totaled $2.7 million, $3.3 million and $3.5 million for the years ended December 31, 2011, 2010 and 2009, respectively. Sublease rental income totaled $0.9 million, $1.0 million and $1.2 million for the years ended December 31, 2011, 2010 and 2009, respectively.

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 years ended December 31, 2011 and 2010 (in thousands):


	Year Ended December 31,
	2011			2010
Beginning balance	$	1,683		$	1,662
Charged to cost of revenue		1,086			1,593
Claims and settlements		(1,223	)		(1,572	)

Ending balance	$	1,546		$	1,683

Other Commitments

During the current period, the Company settled a sales and use tax dispute with the State of New Jersey. The Company paid out the settlement amount as of December 31, 2011, and reversed an excess accrual balance of $0.4 million to general and administrative expenses and $0.1 million to interest expense in the consolidated statement of operations.

The Company is currently under audit examination by several state taxing authorities for non income based taxes. The Company has reserved an estimated amount which the Company believes is sufficient to cover potential claims.

Performance Bonds

In the normal course of operations, 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. If the Company fails to perform under its obligations, the maximum potential payment under these surety bonds would have been $0.3 million as of December 31, 2011.

Purchase Commitments

The Company has agreements with various contract manufacturers which include non-cancellable inventory purchase commitments. The Company’s inventory purchase commitments typically allow for cancellation of orders 30 days in advance of the required inventory availability date as set by the Company at time of order. The amount of non-cancellable purchase commitments outstanding was $5.5 million as of December 31, 2011.

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.

(13) Litigation

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.

(14) Employee Benefit Plan

The Company maintains a 401(k) plan for its employees whereby eligible employees may contribute up to a specified percentage of their earnings, on a pretax basis, subject to the maximum amount permitted by the Internal Revenue Code. Under the 401(k) plan, the Company may make discretionary contributions. The Company made discretionary contributions to the plan of zero, $0.6 million, and zero in 2011, 2010, and 2009, respectively. The contribution from 2010 was a non-elective employer contribution made from the forfeiture account to all eligible participants.

(15) Enterprise Wide Information

The Company designs, develops and manufactures communications products for network service providers. 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):


	Year ended December 31,
	2011		2010		2009
Revenue by Geography:
United States	$	48,626	$	45,303	$	50,146
Canada		4,190		4,923		5,458

Total North America		52,816		50,226		55,604

Latin America		32,082		24,369		18,016
Europe, Middle East, Africa		38,529		51,596		48,657
Asia Pacific		1,075		2,845		4,224

Total International		71,686		78,810		70,897

	$	124,502	$	129,036	$	126,501


	Year ended December 31,
	2011		2010		2009
Revenue by products and services:
Products	$	119,443	$	124,673	$	120,939
Services		5,059		4,363		5,562

	$	124,502	$	129,036	$	126,501

(16) Subsequent Events

Revolving Line of Credit Renewal

On March 13, 2012, the Company entered into the new WFB Facility to replace its former SVB Facility and provide liquidity and working capital through March 12, 2014. Amounts borrowed under the WFB Facility bear interest, payable monthly, at a floating rate equal to the three-month LIBOR plus a margin of 3.5%. The amount that the Company is able to borrow under the WFB Facility will vary based on eligible accounts receivable, as defined in the agreement, as long as the aggregate principal amount outstanding does not exceed $25.0 million less the amount committed as security for various letters of credit, which at December 31, 2011 was $7.9 million. In addition, under the WFB Facility, the Company is able to utilize the facility as security for letters of credit. 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’s obligations under the WFB Facility are secured by substantially all of its personal property assets and those of its subsidiaries, including their intellectual property. The WFB Facility contains certain financial covenants, and customary affirmative and negative covenants. If the Company does not comply with the various covenants and other requirements under the WFB Facility, WFB is entitled, among other things, to require the immediate repayment of all outstanding amounts and to sell the Company’s assets to satisfy the obligations under the WFB Facility.

Nasdaq Capital Market Minimum Bid Compliance

On November 28, 2011, the Company received a letter from The Nasdaq Stock Market (“Nasdaq”) indicating that, for the last 30 consecutive business days preceding the date of the letter, the bid price of the Company’s common stock had closed below the $1.00 minimum per share bid price required for continued inclusion on The Nasdaq Capital Market under Marketplace Rule 5550(a)(2). On February 6, 2012, the Company received a letter from Nasdaq advising that for 10 consecutive business days, from January 23, 2012 to February 3, 2012, the closing price of the Company’s common stock had been at $1.00 per share or greater. Accordingly, the Company regained compliance with Nasdaq Listing Rule 5550(a)(2) and the matter had been closed.

(17) Quarterly Information (unaudited)


	Year ended December 31, 2011
	Q1			Q2 (1)			Q3			Q4 (2)
	(in thousands, except per share data)
Net revenue	$	29,572		$	31,294		$	30,204		$	33.432
Gross profit		10,579			11,066			10,274			12,042
Operating income (loss)		(2,502	)		(1,875	)		(2,731	)		(4,628	)
Net income (loss)		(2,440	)		(1,896	)		(2,748	)		(4,642	)
Net income (loss) per share
Basic	$	(0.08	)	$	(0.06	)	$	(0.09	)	$	(0.15	)
Diluted		(0.08	)		(0.06	)		(0.09	)		(0.15	)
Weighted-average shares outstanding
Basic		30,591			30,644			30,701			30,766
Diluted		30,591			30,644			30,701			30,766

	Year ended December 31, 2010
	Q1			Q2			Q3 (3)			Q4
	(in thousands, except per share data)
Net revenue	$	31,082		$	33,255		$	33,683		$	31,016
Gross profit		11,317			12,005			13,576			12,274
Operating income (loss)		(3,002	)		(1,584	)		1,921			(1,229	)
Net income (loss)		(3,204	)		(2,002	)		1,697			(1,272	)
Net income (loss) per share
Basic	$	(0.11	)	$	(0.07	)	$	0.06		$	(0.04	)
Diluted		(0.11	)		(0.07	)		0.05			(0.04	)
Weighted-average shares outstanding
Basic		30,282			30,343			30,431			30,515
Diluted		30,282			30,343			31,882			30,515

(1)

Includes a $0.7 million credit as a result of vendor liabilities identified on the consolidated balance sheet where the applicable statute of limitations had expired and thus the Company was no longer legally liable for these amounts. Of the amount of credit recorded, approximately $0.5 million related to liabilities where the statute of limitations expired in prior fiscal years, approximately $0.1 million related to the first quarter of fiscal 2011, and the remaining $0.1 million related to the quarter ended June 31, 2011.

(2)	Includes a $4.2 million charge resulting from an impairment charge against fixed assets, as described in Note 4 above.

(3)	Includes a $2.0 million gain on the sale of our Oakland, California campus, as described in Note 5 above.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.

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 have concluded that, subject to the limitations noted in this Part II, Item 9A, 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.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2011, the end of our fiscal year. In making this assessment, management used the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the report entitled “Internal Control-Integrated Framework.” Based on our assessment of internal control over financial reporting, management has concluded that, as of December 31, 2011, our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles.

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.

ITEM 9B.

OTHER INFORMATION

Revolving Line of Credit Renewal

Our obligations under the WFB Facility are secured by substantially all of our personal property assets and those of our subsidiaries, including our intellectual property. The WFB Facility contains certain financial covenants, and customary affirmative and negative covenants. If we do not comply with the various covenants and other requirements under the WFB Facility, WFB is entitled, among other things, to require the immediate repayment of all outstanding amounts and to sell our assets to satisfy the obligations under the WFB Facility. The foregoing description of the WFB Facility does not purport to be complete and is qualified in its entirety by reference to the Credit and Security agreements with WFB filed as Exhibits 10.16 and 10.17 to this report and incorporated herein by reference.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item relating to our directors and nominees, and compliance with Section 16(a) of the Securities Exchange Act of 1934 is included under the captions “Corporate Governance Principles and Board Matters,” “Ownership of Securities” and “Proposal 1: Election of Directors” in our definitive Proxy Statement for the 2012 Annual Meeting of Stockholders and is incorporated herein by reference.

The information required by this item relating to our executive officers is included under the caption “Executive Officers” in Part I of this Form 10-K and is incorporated by reference into this section.

We have adopted a Code of Conduct and Ethics applicable to all of our employees, directors and officers (including our principal executive officer, principal financial officer, principal accounting officer and controller). The Code of Conduct and Ethics is designed to deter wrongdoing and to promote honest and ethical conduct and compliance with applicable laws and regulations. The full text of our Code of Conduct and Ethics is published on our website at www.zhone.com . We intend to disclose future amendments to certain provisions of our Code of Conduct and Ethics, or waivers of such provisions granted to executive officers and directors, on our website within four business days following the date of such amendment or waiver.

ITEM 11.

EXECUTIVE COMPENSATION

The information required by this item is included under the captions “Executive Compensation” and “Compensation Committee Report” in our definitive Proxy Statement for the 2012 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item relating to security ownership of certain beneficial owners and management, and securities authorized for issuance under equity compensation plans is included under the captions “Ownership of Securities” and “Executive Compensation” in our definitive Proxy Statement for the 2012 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is included under the captions “Certain Relationships and Related Transactions” and “Corporate Governance Principles and Board Matters” in our definitive Proxy Statement for the 2012 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is included under the caption “Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm” in our definitive Proxy Statement for the 2012 Annual Meeting of Stockholders and is incorporated herein by reference.

PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Financial Statements

The Index to Consolidated Financial Statements on page 45 is incorporated herein by reference as the list of financial statements required as part of this report.

Exhibits

The Exhibit Index on page 79 is incorporated herein by reference as the list of exhibits required as part of this report.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Know all persons by these presents, that each person whose signature appears below constitutes and appoints Morteza Ejabat and Kirk Misaka, jointly and severally, his attorneys-in-fact, each with the full power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature	Title	Date

/s/ M ORTEZA E JABAT Morteza Ejabat	Chairman of the Board of Directors, President, and Chief Executive Officer (Principal Executive Officer)	March 15, 2012

/s/ K IRK M ISAKA Kirk Misaka	Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer)	March 15, 2012

/s/ M ICHAEL C ONNORS Michael Connors	Director	March 15, 2012

/s/ R OBERT D AHL Robert Dahl	Director	March 15, 2012

/s/ N ANCY P IERCE Nancy Pierce	Director	March 15, 2012

/s/ C. R ICHARD K RAMLICH C. Richard Kramlich	Director	March 15, 2012

/s/ J AMES T IMMINS James Timmins	Director	March 15, 2012

/s/ L AWRENCE B RISCOE Lawrence Briscoe	Director	March 15, 2012

EXHIBIT INDEX


Exhibit Number	Exhibit Description	Incorporated by Reference				Filed Herewith
Exhibit Number	Exhibit Description	Form	File Number	Exhibit	Filing Date	Filed Herewith

3.1	Restated Certificate of Incorporation dated February 16, 2005	10-K	000-32743	3.1	March 16, 2005

3.2	Certificate of Amendment of Restated Certificate of Incorporation dated March 11, 2010	10-K	000-32743	3.2	March 16, 2010

3.3	Amended and Restated Bylaws	10-K	000-32743	3.3	March 16, 2005

4.1	Form of Second Restated Rights Agreement dated November 13, 2003	10-Q	000-32743	4.1	May 14, 2004

10.1	Zhone Technologies, Inc. 1999 Stock Option Plan	10	000-50263	10.2	April 30, 2003

10.2	Zhone Technologies, Inc. Amended and Restated 2001 Stock Incentive Plan	8-K	000-32743	10.1	May 17, 2007

10.3	Form of Stock Option Agreement for the Zhone Technologies, Inc. Amended and Restated 2001 Stock Incentive Plan	8-K	000-32743	10.1	September 1, 2006

10.4	Zhone Technologies, Inc. Amended and Restated Special 2001 Stock Incentive Plan	10-Q	000-32743	10.28	August 15, 2002

10.5	Form of Restricted Stock Award Agreement for the Zhone Technologies, Inc. Amended and Restated 2001 Stock Incentive Plan	8-K	000-32743	10.2	May 17, 2007

10.6	Zhone Technologies, Inc. 2002 Employee Stock Purchase Plan	8-K	000-32743	10.1	May 17, 2006

10.7	Incentive Awards Program Summary	8-K	000-32743	10.2	March 15, 2006

10.8	Form of Indemnity Agreement between Zhone Technologies, Inc. and its directors and officers	10-Q	000-32743	10.20	May 14, 2004

10.9	Letter Agreement dated November 13, 2003 between Zhone Technologies, Inc. and New Enterprise Associates VIII, Limited Partnership	Schedule 13D	005-61973	5	November 24, 2003

10.10	Amended and Restated Employment Agreement dated November 8, 2007 by and between Zhone Technologies, Inc. and Morteza Ejabat	10-K	000-32743	10.27	March 6, 2008

Exhibit

Number

Exhibit Description

Incorporated by Reference

Filed

Herewith

Form

File

Number

Exhibit

Filing Date

10.11

Second Amended and Restated Loan and Security Agreement with an effective date of March 16, 2009 among Zhone Technologies, Inc., ZTI Merger Subsidiary III, Inc. and Silicon Valley Bank

10-K

000-32743

10.19

March 16, 2009

10.12

Loan and Security Agreement (EXIM Facility) with an effective date of March 16, 2009 among Zhone Technologies, Inc., ZTI Merger Subsidiary III, Inc. and Silicon Valley Bank

10-K

000-32743

10.20

March 16, 2009

10.13

“March 2010 Amendment” with an effective date of March 15, 2010 among Zhone Technologies, Inc., ZTI Merger Subsidiary III, Inc. and Silicon Valley Bank

10-K

000-32743

10.21

March 16, 2010

10.14

“January 2011 Amendment” with an effective date of January 19, 2011 among Zhone Technologies, Inc., ZTI Merger Subsidiary III, Inc. and Silicon Valley Bank

10-K

000-32743

10.22

March 15, 2011

10.15

“March 2011 Amendment” with an effective date of March 14, 2011 among Zhone Technologies, Inc., ZTI Merger Subsidiary III, Inc. and Silicon Valley Bank

10-K

000-32743

10.22

March 15, 2011

10.16

Credit and Security Agreement, dated as of March 13, 2012, by and among Zhone Technologies, Inc., ZTI Merger Subsidiary III, Inc., Premisys Communications, Inc., Zhone Technologies International, Inc., Paradyne Networks, Inc., Paradyne Corporation and Wells Fargo Bank, National Association

10.17

Credit and Security Agreement (Ex-Im Subfacility), dated as of March 13, 2012, by and among Zhone Technologies, Inc., ZTI Merger Subsidiary III, Inc., Premisys Communications, Inc., Zhone Technologies International, Inc., Paradyne Networks, Inc., Paradyne Corporation and Wells Fargo Bank, National Association

Exhibit

Number

Exhibit Description

Incorporated by Reference

Filed

Herewith

Form

File

Number

Exhibit

Filing Date

10.18

Real Estate Purchase Agreement between Zhone Technologies, Inc. and LBA Realty, LLC

8-K

000-32743

10.1

September 22, 2010

10.19

Multi-Tenant Commercial/Industrial Lease Agreement between Zhone Technologies, Inc. and LBA Realty, LLC

8-K

000-32743

10.2

September 22, 2010

10.20

Discount Payoff Agreement between Zhone Technologies, Inc. and LBA Realty, LLC

8-K

000-32743

10.3

September 22, 2010

21.2

List of Subsidiaries

10-K

000-32743

10.22

March 15, 2011

23.1

Consent of Independent Registered Public Accounting Firm

24.1

Power of Attorney (see signature page)

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

Attached as Exhibit 101 to this report are documents formatted in XBRL (Extensible Business Reporting Language). Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and are otherwise not subject to liability under these sections.

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