Good morning, and welcome to the DZS first quarter 2022 earnings conference call. All lines will be muted during the presentation portion of today's call with an opportunity for questions and answers at the end. If you'd like to ask a question on today's call, you can do so by pressing star one on your touchtone keypad. Again, to ask a question, you can press star one. I'll now hand the call over to Ted Moreau with DZS. Thank you, Ted. You may proceed. Thank you, Joel, and welcome to the DZS first quarter 2022 earnings conference call. Joining us today are DZS President and CEO, Charlie Vogt, and CFO, Misty Kawecki. Yesterday, after market close, we published to the investor relations section of the DZS website our shareholder report for the first quarter of 2022 to provide shareholders, prospective shareholders, and analysts with market insights, product, business, and financial updates, as well as forward-looking information. On this call, we will provide projections and other forward-looking statements regarding future events or the future financial performance of the company. The company cautions you that such statements are only current expectations, and actual events or results may differ materially. Please refer to documents that the company files with the SEC, including its most recent 10-Q and 10-K reports in the forward-looking statement section of the shareholder report that was filed on a Form 8-K, as well as being available on the investor relations section of our website. These documents identify important risk factors that could cause actual results to differ materially from those contained in the company's projections or forward-looking statements. Please note that unless otherwise indicated, the financial metrics being provided to you on this call are determined on a non-GAAP basis. These items, together with corresponding GAAP numbers and the reconciliation to GAAP, are contained in the shareholder report referenced earlier. Next week, we will host our Horizons22 Investor Day at our headquarters in Dallas that will simultaneously be webcast. We look forward to your attendance. We will also be participating in the B. Riley, Cowen, Craig-Hallum, and Stifel investor conferences during the second quarter. I now have the pleasure to turn the call over to Charlie. Thank you, Ted, and welcome investors, analysts, and guests. As Ted shared yesterday after the market closed, we posted our quarterly shareholder report, which provides a comprehensive update on our business, financial results, market trends, and 2022 outlook. Before providing my comments relative to our first quarter's performance, as well as other business and industry dynamics, I'm excited to share real-time news that DZS has signed a definitive agreement to acquire the award-winning consumer experience and service assurance software solutions from ASSIA. Over the past nearly two years, DZS's vision of go-to-market and strategic playbook have been designed to capitalize on a once-in-a-generation broadband access and consumer experience super cycle. From high-speed Fiber to the Home to 5G Open RAN, our industry, which is being fueled by more than $100 billion of global broadband government stimulus, is in the fast lane, and the consumer experience is front and center. The specific assets being acquired in an all-cash transaction includes ASSIA's CloudCheck Wi-Fi performance management and Expresse network optimization software solutions, which are deployed by marquee operators around the world with more than 125 million homes connected. The transaction also adds an elite team of highly skilled cloud and artificial intelligence software engineers, architects, and business leaders. In 2021, we acquired RIFT, a cloud-native software technology innovator, which accelerated our software-defined network orchestration, application slicing, and automation solutions, which are now part of our DZS Xtreme software portfolio. CloudCheck and Expresse will be integrated into the DZS Xperience software suite within the broader DZS Cloud platform. These two valuable software solutions significantly enhance DZS Cloud to include service provider and consumer-managed Wi-Fi network intelligence, automation, optimization, and service assurance. The acquisition of Expresse and CloudCheck, combined with DZS Xtreme, creates a distinguished and differentiated end-to-end access networking and cloud-native service assurance and consumer experience management portfolio. During the due diligence, I was able to speak to many tier one customers around the world who enthusiastically support DZS in the addition of Expresse and CloudCheck to the DZS Cloud platform. A sample of a few Expresse and CloudCheck customers include Bouygues Telecom, Deutsche Telekom, Liberty Latin America, Lumen, PLDT, TalkTalk, Telefónica, Telus. The complete list of customers includes approximately 60 tier one and tier two service providers around the world. Upon closing, we will add Expresse and CloudCheck software extensions to our installed base of home and business connected gateways, representing more than 20 million connected homes around the world. Today, Expresse and CloudCheck support more than 150 unique consumer Wi-Fi devices, which will significantly expand our reach to tier one service providers driving new sales synergies and enabling DZS to uniquely offer service providers a comprehensive and differentiated end-to-end broadband experience. We expect the transaction to close as early as two weeks, though no later than the end of Q2. The acquired assets will contribute recurring software and service revenue that will be accretive to gross margin, EBITDA, and earnings per share in 2022. In fact, we expect the transaction to pull forward our 40% target gross margin model by as much as 12 months. During our upcoming Horizons22 Investor Day, we will be presenting live and in person from Dallas, from our Dallas headquarters, and we'll provide more insights, including demonstrations of our broadband connectivity, mobile and optical edge, and new service assurance and consumer experience management software portfolio. Q1 continued to validate that we are in the early stages of a decade-long dual investment super cycle to include multi-gigabit broadband and consumer experience services. Broadband connectivity, both wireline and wireless, is becoming an essential service for consumers and businesses around the world. As Misty will highlight in her financial commentary, Q1 represented our fifth consecutive $100 million+ orders quarter, increasing our backlog to $243 million, yielding year-over-year backlog growth of 129%. During the quarter, we also added 16 new customers. During the first quarter, our industry continued to be challenged with supply chain disruptions, especially related to the manufacturing and shipping port shutdowns throughout China, which interrupted development, manufacturing, and transportation logistics. These factors limited our ability to ship complete systems, resulting in first quarter revenue of $77 million within guidance, though at the low end of our $75-$90 million range. Keep in mind that a single semiconductor chip or subsystem component shortage can hold up an entire shipment of a deployable system. Also appreciate that based on customer re-request ship dates and the elimination of supply chain constraints, DZS would have shipped more than half of our existing backlog, well above our $90 million top-end guidance. Despite the first quarter's revenue conversion circumstances, we remain bullish and confident in our full year outlook. Just as Fiber to the Home and in-home connected experience solutions remain a growth driver for DZS, Open RAN is gaining momentum around the world. During the second half of 2021 and into 2022, many of the world's premier mobile service providers, market-leading technology suppliers, and government entities have been profiling and referencing 5G Open RAN as the preferred architecture of the future. With our early involvement with Open RAN and a strategic technology partner to Rakuten Mobile, we expect the numerous RFP and mobile transport trials to convert to incremental growth opportunities for DZS during the second half of 2022 and into 2023. As we enable the deployment of hyper-fast broadband connectivity across our expanding customer base, we are creating new opportunities in the communities our customers reach and enhancing the value-added solutions in the homes and businesses they serve. With that, I'd now like to turn the call over to Misty to walk through our Q1 financial highlights and our Q2 and 2022 outlook. Thank you, Charlie, and good morning, everyone. We delivered a mixed Q1 as revenue declined 5% year-over-year to $77 million, while total orders for Q1 were $101 million, representing our fifth consecutive quarter with orders exceeding $100 million and an indication that underlying demand remains strong. Over the past several months, ongoing supply chain constraints were exacerbated by COVID-19 related lockdowns in China that impacted shipments from our manufacturing partners. Additionally, changes in foreign currency exchange rates were a headwind to Q1 revenue. In breaking down revenue by product technology, we were able to grow broadband connectivity revenue 7% year-over-year to $62 million due to market share gains in North America over the past year, despite the COVID-19 related lockdowns. Our mobile transport product revenue decreased 36% year-over-year to $15 million, as those products were also impacted by project deployment timing by our marquee customers in Asia. We remain optimistic about our future in 5G and Open RAN as a result of our collaboration with Rakuten Mobile and other mobile operators around the world. Turning to revenue by geographic mix, our market share capture in the higher margin Americas region drove a 15% year-over-year increase in revenue to $23 million. Revenue from Asia decreased 18% year-over-year to $35 million due to COVID-19 related supply chain disruptions, contributing to an inability to convert backlog to revenue. Revenue from EMEA increased 3% year-over-year to $19 million, as we have captured new customers in the region. Our Q1 adjusted gross margin of 35.2% was above our guidance range. Within the current supply chain challenges and foreign currency exchange headwinds during the first quarter, we estimate our normalized gross margin performance would have exceeded at 37%. In the first quarter, adjusted operating expenses were $27 million compared with $26 million in Q1 2021. The increase reflects investments in our business, including the acquisitions of RIFT and Optelian, to position DZS for the current growth cycle, offset by the benefit from restructuring actions that occurred during 2021. Our adjusted EBITDA was a loss of $1 million compared to a positive $3 million in Q1 2021, and our non-GAAP EPS of $0.01 compared to $0.10 in Q1 2021. We have a healthy balance sheet with $41 million in cash and no debt. During the quarter, we executed several transactions to add financial flexibility. In February, we entered into a new strategic global banking relationship with JP Morgan, which includes a $30 million credit facility, which remains undrawn. Additionally, in February, we initially filed a new three-year Form S-3 registration statement that was approved by our board of directors to replace our previous shelf registration statement that expired in April. At the request of the SEC this morning, we refiled the same three-year shelf registration statement now that our 2021 Form 10-K and proxy statements have been filed. We do not intend to issue any equity in connection with the announced acquisition. Limited component availability over the past several quarters has necessitated continued increases in raw material inventory levels to align with our strong backlog and customer forecasts. This buildup of inventory has therefore impacted our working capital metrics. Annualized inventory turns were 3.2x during the first quarter of 2022, compared with 5.1 times a year ago. Day sales outstanding were 98 days in Q1 2022, flat with year-ago levels. Looking ahead, communication service providers are investing in last mile access to improve broadband connectivity and the subscriber experience. This anticipated decade-long super cycle forms the basis for our four growth pillars. First, the multi-gigabit broadband upgrade cycle partially fueled by over $100 billion in global government stimulus. Second, 5G and Open RAN adoption. Third, North America and EMEA market share capture. Fourth, Chinese vendor CAPEX replacement opportunities. We have strong visibility supported by record backlog of $243 million. While we anticipate continued supply chain constraints to persist throughout 2022, we will continue to manage our supply chain relationships and anticipate being able to convert our backlog to revenue for the remainder of the year. We are guiding our second quarter revenue to $85 million-$100 million, with gross margins of 33%-35% and operating expenses of $29 million-$30 million. As a result, we expect adjusted EBITDA between a loss of $1 million and $5 million. We are reiterating 2022 guidance as follows. Revenue of $380 million-$410 million. Gross margin in a range from 34%-36%. Operating expenses in a range from $112 million-$117 million. Our full year adjusted EBITDA guidance between $17 million and $31 million. As the acquisition has not yet closed, this guidance does not incorporate any contributions from the acquisition. That completes our prepared remarks. I'd now like to hand the call over to the operator to facilitate the Q&A session. Thank you. Ladies and gentlemen, we will now begin the Q&A session. If you'd like to ask a question, you can do so by pressing star one on your touch-tone keypad. Again, if you'd like to ask a question, you can press star one. If you need to withdraw your question, you can press star two. We'll pause here briefly to allow questions to generate in queue. The first question is from the line of Paul SC with William K. Woodruff. Mr. SC, you may proceed. Thank you. Thank you for taking my question. Just, I wanted to, Charlie, your comment about the pulling forward the 40% twelve months. I did a little digging on the Internet, and looks like the ASSIA does a little over $10 million in revenue, and I could see how you could, you know, slap an 80% or 90% margin on that, back out your 240 basis points of the supply chain and get to your 40% by the year-end. Does that mean that we can be looking at 42% by the year-end 2023? First of all, the $10 million that you're referencing is way off. So the revenue that we'll profile once we close is significantly higher than $10 million. The margin profile with an all software portfolio that we're acquiring, as you can appreciate, is pretty significant. So the margin pull-through, you know, based on the expected consolidated software and services revenue, you know, in a range of likely 15%+ of our total revenue, will help you to appreciate and get to what the new margin model will look like for the remainder of this year and into next year. To your point about exceeding 40%, you know, certainly as a company, we're laser-focused on generating margins, you know, well north of 40%. We have been, you know, communicating our target margin model of 40% and as it relates to a path to get there, the timeline. This certainly helps us accelerate the timeline. Okay, good. Other question is, again, on the internet, it looked like ASSIA had put $81 million in investments, and you pulled out some, but a lot of the IP was left. Do you hazard a guess at how much of that was spent on trying to promote and develop the products that you guys acquired? Yeah. I think the $80 million of raised capital over the years is relatively accurate. We haven't disclosed how much intellectual property will stay with ASSIA versus how much intellectual property will come with us. Rest assured that, when we do articulate the details of the transaction once we close, DZS will have a full cross license for any of the licenses that stays with ASSIA. Okay, thank you. You also made a comment that they have a wide footprint and deep penetration in about 50 service providers. Can you give us an idea how many subscribers you have, how long that they've been, you know, pushing this product, and you know kind of where you are on the S-curve, and also how this would fit in with Plume? Well, as I mentioned in my remarks and what was highlighted in the shareholder report, and again, you know, we're trying to be very careful and thoughtful because we're not closed. During our investor day in 10 days, John Coffey will be part of the venue now, and together he and I will articulate, I think, much more about the combined businesses. There is approximately 60 ASSIA tier one and tier two customers, primarily in North America and Europe. There are several customers in Asia. There are several large customers in Latin America. When you look at, you know, how CloudCheck and Expresse dovetails into what we refer to as DZS Xperience, which is our consumer-facing Wi-Fi optimization and consumer experience solutions, complementing what we're now referring to as DZS Xtreme, which is a lot of what, you know, comprised of what we acquired from RIFT and the development over the last year, which is really focused on fixed and mobile network orchestration and service automation and service creation. You know, we think that the new DZS Cloud portfolio puts us in a very unique and differentiated place, especially when you look at the complementary nature of our broadband connectivity OLTs and ONTs and in-home Wi-Fi devices, as well as our mobile and optical transport products. We couldn't be more elated about where we're at and what we've been able to accomplish here over the last year. As we, you know, enter the second half of this year, we think there's a tremendous amount of sales synergies that the teams will be able to realize. Sounds great. Thank you. I'll get back to you. Thank you, Mr. Silverstein. The next question is from the line of Tore Svanberg with Stifel. You may proceed. Yes, good morning. This is Jeremy calling for Tore. Maybe just digging a little bit more on the acquisition, can you help us understand what the potential impact to OpEx might be? I do understand that it's accretive to gross margin and earnings, but what kind of OpEx overhead can we expect? Well, we're not highlighting any of the financials today, but I think we did highlight that there's approximately 110 employees that are coming over, most of which are software engineers and architects. You can, you know, there's two primary facilities, Redwood City just in the heart of Silicon Valley and in Madrid, Spain. That's where the majority of the employees are. You can put pen to paper and kind of assess what you believe the OpEx profile is for those employees, you know, until such time that we give everyone the granular details. Great. Forgive me if this is something that you might have broken out in the past, but you know, with this acquisition, can you give us a sense of how much software revenue that you currently enjoy? Kind of how this might change. Are you speaking today without CloudCheck and Expresse? Yes. Yes. Yes. Yeah. We've never given that number out. I will tell you that, we are of the mindset that once we close, we're gonna start reporting on software and services revenue, something we haven't previously done. Because, you know, that part of our total percentage of revenue will become pretty substantial, we feel it's important that analyst investors have that information. You know, upon closing, we will begin to, you know, to report out on, you know, our systems business as well as our software and services business. Great. Maybe if we look out into your calendar 2022, the reaffirmation of the guidance, can you help us maybe just rank order some of the key drivers there? Which ones, which areas you feel, whether geographically or segment-wise are gonna be the key drivers of that outlook? Yeah. I would tell you that we're pretty bullish on, you know, the three fundamental regions that we're focused on. I mean, you know, despite some of the revenue conversion, which, you know, we understand as a public company, it certainly gets scrutinized. You know, when I look at the fact that, you know, backlog is nearly $250 million, and when we look at just the demands that are being placed on the business and the opportunities that we're pursuing, the number of RFPs that we're responding to and influencing, you know, both on the fixed side as well as the mobile side, we're very encouraged. You know, there's a pretty healthy balance across all of our regions. We dovetail, you know, into the specific countries. Korea continues to be a very strong region for us. We have a lot of exciting opportunities that are unfolding in the Pan Asia region. I mean, this is a region that historically we've done relatively well, but with some new additions of resources in the region, you can expect some exciting results that are coming out of that region. North America continues to be exciting for us, as is Europe. I mean, Europe is you know one of the most you know exciting regions for the region right now just because of all the you know opportunities to cap you know some of the Chinese vendors in that region where they've been very successful similarly with Canada. You know, we're pretty bullish on all the markets that we're focused on. You know, as we continue to you know, layer in more intelligence and more software-based solutions, you know, we certainly see you know, the unique opportunity to create end-to-end solutions, which I think in the end, customers are really looking for. They're certainly focused on doing business with companies that are focused on open standards. I think in the end, service providers are looking to select technology and solutions that can help them from an end-to-end perspective and that's what we've been really focused on here over the last 18 months. I think the transaction that we announced, you know, last night and talking about this morning with Expresse and CloudCheck really helps to solidify a lot of the plans that we have. Great. Thank you very much for that, insight there. Thank you. The next question is from the line of Ryan Koontz with Needham. You may proceed. Good morning. Charlie, I was wondering if you can update us on where we are in some of the Chinese displacement opportunities in Europe. I know it's something you've talked about a lot and maybe have some more commentary planned for your analyst day next week, but it'd be good to hear your kind of current view of the number of opportunities and kind of how they're progressing in total. Thanks. Yeah. We are trying to save some excitement for Investor Day. I would tell you that, you know, to your point, there's a tremendous amount of activity across, you know, the EMEA region, specifically in Western Europe. There's nothing that we, you know, are gonna, you know, highlight this morning that we didn't include in the shareholder report. I would tell you that, you know, we're pleased with the progress that we're making. You know, as I sort of highlighted, Ryan, on my opening comments, one of the probably more encouraging aspects of the final diligence aspects in working with John and the ASSIA team was getting an opportunity to speak to a lot of Tier One customers, many of which were in Europe. I certainly feel like, you know, this transaction coupled with, you know, our existing broadband and mobile products, you know, gives us a much stronger position within a lot of the European and North America customers that, you know, we've been focused on. As it relates to the Chinese CAPEX and replacement opportunities, I think it does give us strength that we didn't have previously. Okay. On the, as far as the quarter goes in terms of the broadband access, sounds like that was held back by a lot of the supply chain impacts. I wonder if you could comment at all on any kind of product mix shifts you're seeing within the business that you can share in terms of, you know, shift to 10G, where are we in that cycle? Is copper pretty much at zero now? You know, any kind of mix shifts in terms of CPE versus the networking platforms would be helpful. Thank you. Yeah. I think the industry as a whole, including, you know, what has historically been a lag across Europe, is moving at a pretty accelerated rate towards XGS-PON. I think, you know, we rolled out what we believe is the industry's only true GPON/XGS-PON combo card that can deliver any service on any port in our new XCelerate launch, late last year. I think customers are looking for, you know, flexibility to support their existing GPON as well as the evolution towards XGS-PON. You know, certainly I think, you know, from small customers to very large customers, there's an amplification towards, you know, 10 gigabit and beyond. Most of what we're seeing in new orders is representative of that. It also, by the way, you know, as we start shipping more and more of our what we refer to as our XCelerate combo cards, you know, the margin profile is significantly higher just because of the functionality that's there and the flexibility that it gives our customers. And for our service provider customers, it's certainly a higher ARPU and a higher margin service product for them as well. Got it. Would you say the supply chain impacts were higher on the CPE side, or are they pretty equal across both sides, both network and CPE? You know, it's frustrating. I mean, you know, the CPE products, you know, don't have as much complexity to them as it relates to the BOM level makeup. Most of, you know, our ONTs and Wi-Fi devices are driven by semiconductor chips. You know, the other attributes of a lot of the CPE products are not the bottleneck. It's usually the semiconductor chip, of which, you know, for us, most of it is Broadcom and Airoha. On the OLT and mobile, you know, and optical core switching products, they're a lot more complex. The frustrating part, you can see in the $68 million in inventory level that we had at the end of the quarter. I mean, if we're missing one filter, if we're missing one memory chip, you know, we can't complete the shipment. You know, it's a frustrating place to be. But I do feel like, you know, we have more visibility into our order flow just because of the backlog that we have. I mean, the difference today than I think you know, historically is, you know, our supply chain team knows exactly what components at the BOM level that they need to fulfill, you know, just based on the backlog that we have and you know, pretty detailed forecast that we have going forward. You know, we just got to get our arms around the gap in the subcomponents that you know make up the complete systems. You know, hopefully that dam will break here you know over the next thee, four, five, six months. If it does, you know, I think, you know, for us, it'll be good. Great. Thanks, Charlie. Thanks. Thanks, Ryan. Thank you. The next question is from the line of Dave Kang with B. Riley. You may proceed. Thank you. Good morning. My first question is regarding your mobile business. You mentioned about project delays. Were they related to a pandemic? Well, I think it's two things. One, you know, we certainly, I mean, I think I'm speaking for the broader industry. I mean, there's still a lot of products at the component level that are coming out of China and, you know, the manufacturing and the shipping ports that were shut down during the quarter certainly had an impact on timing. It wasn't just on the mobile side, Dave, it was certainly on the fixed side as well. You know, we're not having deployment and service, you know, installation delays. I mean, it's really just availability of subcomponent products that are really impacting our ability to convert our backlog to revenue today. Got it. When you talk about Asia, you also mentioned about customers are lower spending. What caused that slowdown? Is it just a temporary situation, or is it more of a trend? Any more color on that? I don't know if lower spending's a fair assessment. I mean, what I think Misty was trying to highlight is the challenges associated to our ability to convert backlog to revenue. I wouldn't necessarily say that has lower spending attributed to it. I mean, we did book our fifth consecutive $100 million-plus quarter in a row. You know, demand from an order flow perspective, which to me is spend, is still pretty robust. I mean, what we were challenged with is our ability to convert that backlog in quarter to revenue. I kind of, you know, separate spend from revenue conversion. Got it. Then, regarding your second quarter revenue outlook, can you share some of your assumptions, especially on the supply chain situation? Should we expect orders to be up sequentially? Yeah, I'll take. I mean, the first one is, you know, it's a very difficult environment to predict revenue probably in my entire career. I mean, the projections that we gave of $85 million-$100 million is in line with, you know, the best view of where we are and just simple backlog conversion. I mean, if the timing of the component deltas from what we currently have in inventory doesn't increase, you know, we certainly have an opportunity to hit the high end of the range. But it's certainly predicated on our ability to get 100% of the subsystems to be able to fulfill the backlog. You know, as it relates to orders, I mean, we continue to be very bullish, you know, on our ability to attract new business. You know, as I highlighted, we had 16 new customers in the quarter. We had 105 new customers last year. So there's a lot of activity that, you know, the sales team is pursuing, you know, with, you know, that call it 125 customers the last 12 months. There's just timing with regards to a lot of large projects that have, you know, an impact on when we receive orders. So, you know, we're still very bullish on order flow. My number one priority right now, frankly, is just keeping customers happy. While we're on an earnings call and everybody's focused on the business, you know, our number one priority right now is making sure that we keep our customers happy and we put them in a position where they can deliver services and keep their end user consumers happy. I think if we can, you know, address that recipe, then everything else will fall in place. Got it. Thank you. Thank you, Mr. Kang. The next question is from the line of Christian Schwab with Craig-Hallum. You may proceed. Great. Thanks for taking my questions. You know, first, I guess, congrats on gross margins and OpEx. Gross margins being a little bit higher and OpEx a little bit lower than guidance given the manufacturing and transportation issues in the quarter. My question has to do with the tax rate and the assumption for taxes on a go-forward basis. Can you tell us about the benefit that you received and why, and what we should be thinking about as far as the tax expense on a go-forward basis? Yeah, I can take that one. From a tax perspective, right, we have annualized and forecasted our full year. We are shifting to a more profitable level in 2022 as a company, and therefore have an effective tax rate that was applied to Q1. Given we had a loss, we actually had a $1 million tax benefit in Q1, but we expect that to course correct as we become profitable and shift to tax expense for the full year 2022. Do you have an idea or should we assume, like, $ half a million a quarter? Well, it depends on our profitability levels of each quarter, of course, but our effective tax rate. Where? I would say a very high level effective tax rate is around 33%-36%. We do have certain new tax laws that went into effect in 2022 associated to the CARES Act, where R&D costs are expected to be capitalized. We are closely monitoring the progress of how that tax law will be impacted in 2022, but for now have assumed that we will be leveraging some of our NOLs to offset some of that R&D capitalization expected in 2022. Yeah, we do have, Christian, as Misty said, I mean, we do have a significant amount of NOLs, you know, from the various, you know, acquisitions and the combination of what's resulted in today's DZS. You know, when we look at our tax exposure, you know, we look at it based on the profitability of each specific region, which varies. No, that's fair. I guess, you know, broadly speaking, on a non-GAAP basis, would the tax rate be anything different than the effective tax rate depending on jurisdiction that Misty just highlighted? It'll vary by jurisdiction. Some will be slightly higher, some will be lower. Overall, our total tax rate for the year is expected to be 33%-36%. All right, great. Thank you for that, clarity. Now after the nitpicky stuff. Congrats on what, Charlie, what appears to be a very exciting acquisition, not only from a revenue contribution, but a gross margin contribution. Look forward to next week hearing about the growth profile may be expected. I guess my quick question regarding that, since there's limited details, do we have enough cash on hand to pay for it? Well, that's a loaded question. We- Glad you joined us. Especially since we haven't talked about what we're paying for the assets coming over. You know, I think the most important thing, you know, for everybody to sort of take away is we're not using any equity to pay for the transaction. I mean, between the cash that we have and the relationship that we've fostered with JP Morgan, you know, you should assume that the cash proceeds will be in the form of debt. I think as it relates to our outlook, we are preparing to provide an updated three-year outlook at Horizons, which will likely include the assets coming over. I mean, a lot of it just has to do with the timing of when we're closing here, which we think, you know, as I mentioned, I mean, we're optimistic that we can get this done here in the next few weeks. We're sort of guiding to at least no later than the end of the quarter. We're trying to get things done in such a way that we can use the platform that we have at Horizons22 Investor Day to share more information. Okay. I don't have any other questions. Look forward to seeing the team next week. Thanks. Yeah, same. Thank you. Thank you, Mr. Schwab. Again, if you would like to ask a question, press star one on your telephone. The next question is from the line of Tim Savageaux with Northland Capital Markets. You may proceed. Hi, good morning. Wanted to take another run at the kind of RFP pipeline topic, not with any specificity, but maybe at a high level or in the aggregate. I think we may have talked in the past about a dozen or more RFP opportunities. I don't know if that's worldwide or just across Europe. You know, maybe you can give us a sense of the, you know, maybe aggregate spend across those opportunities in terms of a, you know, potential pipeline. Then, you know, the question would be. As you look at your guidance for calendar 2022, to what extent are there any, you know, material assumptions about wins converting into revenue, or should we think of that more as a 2023 growth driver? Ironically, Tim, as you were speaking, I wrote the word dozens down on a piece of paper next to me. We, you know, just across to Europe, I mean, we still are pursuing, you know, in the dozens of RFPs. As you can appreciate, most of those are tier one and tier twos. I mean, most RFPs are generated by the larger marquee customers versus the smaller regional players. You know, it's certainly been a process. I would say that we're very optimistic in our participation in a lot of the RFPs. Some are at different stages. You know, we certainly wish that we were at a place where we could be more articulate in wins. You know, the way these RFPs work, and I know you guys all know this, I mean, you've got a formal response phase, and then if you make it to the next phase, you know, there could be more paper studies. Ultimately, you know, you wanna get to the proof of value and trial phase. I would tell you that we're in the proof of value and trial phase, where our products are actually in the lab with a number of large tier ones across Europe and in North America. We're, you know, cautiously optimistic. You know, our pipeline, you know, and every company sort of manages their pipeline maybe differently, but I would tell you that our pipeline today is reaching close to $1 billion. We're not gonna convert 100% of that. You know, we have a lot of very detailed forecasting assessment guidelines that go into the way our sales team forecast business opportunities in our pipeline, and then how that pipeline converts into a higher forecast outlook just based on where we're at within those accounts. We are encouraged with the way the pipeline has grown over the last year and where we're at with a lot of these RFPs that you pointed out. You know, as it relates to our 2022 guidance, you know, we rarely ever go into a year where we have significant upside, or significant revenue profiled in our guidance that's associated with an RFP project, especially something that has meaningful revenue. I think that investors and shareholders should appreciate that our 2022 guidance is focused on primarily existing customers, and any new big wins would be something that we would profile as upside for the second half of the year. More importantly, as you pointed out, into 2023. Great. If I could just follow up briefly on the order book with another kind of strong quarter of order intake. I wonder if you could, you know, characterize any major differences, either geographically or product category, between what you saw from an order standpoint and what you saw from a revenue standpoint in Q1, given the supply constraints. Well, there's a few dynamics here and surprised that maybe the question didn't come out, although I think, Tim, you maybe touched on it slightly. I mean, one of the things that I think we were very open and honest about, going back to, you know, the October-November timeframe was, you know, our desire and our focus on partnering with service providers around the world on new commercial terms in light of the fact that, you know, we were impacted, as everyone else is, with a lot of price increases over the last, let's call it 6-9 months. Q1, I would tell you, was somewhat impacted from an orders perspective of just where we're at in new commercial terms with some of those operators. You know, our Asia customers specifically were lagging in the timing of completing those new contracts. I would tell you that we're pleased to report that the majority of the focus customers where we were partnering on new commercial and pricing terms is now behind us. We feel like we're, you know, we're going into the second half of this year, you know, with a commercial structure with our existing customers and new customers that aligns with where we need to be. That did have, frankly, an impact on timing with orders. I mean, we made the conscious decision that we weren't going to take orders in Q1 at the old price, because we certainly felt like that wasn't in the best interest for us or certainly the business. That certainly had an impact. As it relates to the mix of Asia and North America, you know, it was really, you know, Asia that you know we had the biggest challenges with from a revenue mix in Q1. Okay. Thanks very much.