avid-20230930
Avid Technology, Inc.AVID000089684112/312023Q3false75 Blue Sky 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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023
OR
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:  1-36254
__________________
Avid Technology, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware04-2977748
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
75 Blue Sky Drive
BurlingtonMassachusetts01803
   Address of Principal Executive Offices, Including Zip Code
(978) 640-6789
Registrant's Telephone Number, Including Area Code
__________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueAVIDNasdaq Global Select Market
Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes x   No ¨
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted 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 such files).  Yes x   No ¨ 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 under the Exchange Act.
Large accelerated filer
x
Accelerated filer
o
Non-accelerated filer  
o
Smaller reporting company
o
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 under the Exchange Act).  
Yes    No x
The number of shares outstanding of the registrant’s Common Stock, as of November 3, 2023, was 44,098,790.



AVID TECHNOLOGY, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED September 30, 2023

TABLE OF CONTENTS
 Page
   
  
  
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  




CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Form 10-Q”) includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-Q that relate to future results or events are forward-looking statements. Forward-looking statements may be identified by use of forward-looking words, such as “anticipate,” “believe,” “confidence,” “could,” “estimate,” “expect,” “feel,” “intend,” “may,” “plan,” “should,” “seek,” “will,” and “would,” or similar expressions.

Forward-looking statements may involve subjects relating to, among others, the following:

the proposed acquisition by STG may disrupt or could adversely affect our business, prospects, financial condition and results of operations;
we have incurred and will continue to incur substantial transaction fees and costs in connection with the Merger (as defined below);
the Merger (as defined below) may not be completed within the expected timeframe, or at all, and significant delay or the failure to complete the Merger could adversely affect our business and the market price of our common stock;
the effect of the continuing worldwide macroeconomic uncertainty and its impacts, including inflation, market volatility, including the impact of the Writers Guild strike or the ongoing Screen Actors Guild strike, and fluctuations in foreign currency exchange and interest rates on our business and results of operations, including impacts related to acts of war, armed conflict, and cyber conflict, such as, for example the Russian invasion of Ukraine, and related international sanctions and reprisals;
our ability to successfully implement our strategy, including our cost saving measures and other actions implemented in response to market volatility and other adverse economic and commercial conditions;
the anticipated trends and developments in our markets and the success of our products in these markets;
our ability to maintain adequate supplies of products and components, including through sole-source supply arrangements;
our ability to develop, market, and sell new products and services;
our business strategies and market positioning;
our ability to expand our market positions;
our ability to grow of our cloud-enabled platform;
anticipated trends relating to our sales, financial condition or results of operations, including our ongoing shift to a recurring revenue model and complex enterprise sales with long sales cycles;
the expected timing of recognition of revenue backlog as revenue, and the timing of recognition of revenues from subscription offerings;
our ability to mitigate and remediate effectively the material weakness in our internal control over financial reporting, and the expected timing thereof;
our ability to successfully consummate acquisitions and investment transactions and to successfully integrate acquired businesses;
the anticipated performance of our products;
our plans regarding repatriation of foreign earnings;
the outcome, impact, costs, and expenses of pending litigation or any new litigation or government inquiries to which we may become subject;
our compliance with covenants contained in the agreements governing our indebtedness;
our ability to service our debt and meet the obligations thereunder;



the effect of seasonal changes in demand for our products and services;
estimated asset and liability values;
our ability to protect and enforce our intellectual property rights; and
the expected availability of cash to fund our business and our ability to maintain adequate liquidity and capital resources, generally and in the wake of continuing worldwide macroeconomic uncertainty described above.

Actual results and events in future periods may differ materially from those expressed or implied by forward-looking statements in this Form 10-Q. There are a number of factors that could cause actual events or results to differ materially from those indicated or implied by forward-looking statements, many of which are beyond our control, including the risk factors discussed herein and in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022, in Part II, Item 1A of this Quarterly Report on Form 10-Q, and in other documents we file from time to time with the U.S. Securities and Exchange Commission (“SEC”). In addition, the forward-looking statements contained in this Form 10-Q represent our estimates only as of the date of this filing and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update these forward-looking statements in the future, we specifically disclaim any obligation to do so, whether to reflect actual results, changes in assumptions, changes in other factors affecting such forward-looking statements, or otherwise.

We own or have rights to trademarks and service marks that we use in connection with the operation of our business.  “Avid” is a trademark of Avid Technology, Inc. Other trademarks, logos, and slogans registered or used by us and our subsidiaries in the United States and other countries include, but are not limited to, the following: Avid, Avid NEXIS, AirSpeed, FastServe, MediaCentral, Media Composer, Pro Tools, and Sibelius. Other trademarks appearing in this Form 10-Q are the property of their respective owners.





PART I - FINANCIAL INFORMATION

ITEM 1.    UNAUDITED FINANCIAL STATEMENTS

AVID TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except per share data, unaudited)
Three Months EndedNine Months Ended
 September 30,September 30,
 2023202220232022
Net revenues:  
Subscription$38,018 41,782 $121,842 $108,878 
Maintenance20,230 27,280 66,348 83,382 
Integrated solutions & other32,761 33,923 109,172 109,054 
Total net revenues91,009 102,985 297,362 301,314 
Cost of revenues:  
Subscription4,793 6,163 14,579 18,057 
Maintenance4,614 4,849 14,425 15,379 
Integrated solutions & other23,697 22,194 81,915 67,969 
Total cost of revenues33,104 33,206 110,919 101,405 
Gross profit57,905 69,779 186,443 199,909 
Operating expenses:  
Research and development19,767 17,110 59,193 49,869 
Marketing and selling23,004 24,362 71,052 69,962 
General and administrative17,582 14,066 50,216 42,241 
Restructuring costs, net(589)158 4,873 515 
Total operating expenses59,764 55,696 185,334 162,587 
Operating (loss) income(1,859)14,083 1,109 37,322 
Interest expense, net(5,060)(2,741)(12,989)(6,161)
Other income, net21 15 188 7 
(Loss) income before income taxes(6,898)11,357 (11,692)31,168 
Provision for (benefit from) income taxes436 (665)619 1,187 
Net (loss) income$(7,334)$12,022 $(12,311)$29,981 
Net (loss) income per common share – basic$(0.17)$0.27$(0.28)$0.67
Net (loss) income per common share – diluted$(0.17)$0.27$(0.28)$0.66
Weighted-average common shares outstanding – basic44,209 44,476 44,042 44,676 
Weighted-average common shares outstanding – diluted44,209 44,703 44,042 45,107 
The accompanying notes are an integral part of the condensed consolidated financial statements.
1


AVID TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands, unaudited)
Three Months EndedNine Months Ended
 September 30,September 30,
 2023202220232022
Net (loss) income$(7,334)$12,022 $(12,311)$29,981 
Other comprehensive loss:
Foreign currency translation adjustments(876)(1,416)(647)(3,352)
Comprehensive (loss) income$(8,210)$10,606 $(12,958)$26,629 
The accompanying notes are an integral part of the condensed consolidated financial statements.


2


AVID TECHNOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, unaudited)
September 30,
2023
December 31,
2022
ASSETS  
Current assets:  
Cash and cash equivalents$20,963 $35,247 
Restricted cash
926 2,413 
Accounts receivable, net of allowances of $430 and $601 at September 30, 2023 and December 31, 2022, respectively
56,354 76,849 
Inventories28,591 20,981 
Prepaid expenses9,901 8,360 
Contract assets36,718 32,295 
Other current assets3,057 2,826 
Total current assets156,510 178,971 
Property and equipment, net30,656 23,684 
Goodwill32,643 32,643 
Right of use assets19,551 21,395 
Deferred tax assets, net15,725 15,859 
Other long-term assets18,654 14,901 
Total assets$273,739 $287,453 
LIABILITIES AND STOCKHOLDERS’ DEFICIT  
Current liabilities:  
Accounts payable$39,528 $45,904 
Accrued compensation and benefits16,991 22,602 
Accrued expenses and other current liabilities39,132 36,031 
Income taxes payable25 62 
Short-term debt14,242 9,710 
Deferred revenue35,863 76,308 
Total current liabilities145,781 190,617 
Long-term debt203,723 172,958 
Long-term deferred revenue24,859 17,842 
Long-term lease liabilities18,654 20,470 
Other long-term liabilities3,907 4,348 
Total liabilities396,924 406,235 
Commitments and contingencies (Note 7)
Stockholders’ deficit:
Common stock, par value $0.01; authorized: 100,000 shares; issued: 46,995 shares at September 30, 2023 and 46,551 shares at December 31, 2022; outstanding: 44,069 shares at September 30, 2023 and 43,771 shares at December 31, 2022
466 462 
Treasury stock(78,353)(77,933)
Additional paid-in capital1,045,258 1,036,287 
Accumulated deficit(1,084,029)(1,071,718)
Accumulated other comprehensive loss(6,527)(5,880)
Total stockholders’ deficit(123,185)(118,782)
Total liabilities and stockholders’ deficit$273,739 $287,453 
The accompanying notes are an integral part of the condensed consolidated financial statements.
3


AVID TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(in thousands, unaudited)

Three and Nine Months Ended September 30, 2023
 Shares of
Common Stock
 Additional Accumulated
Other
Total
IssuedIn
Treasury
Common
Stock
Treasury
Stock
Paid-in
Capital
Accumulated
Deficit
Comprehensive
Loss
Stockholders’
Deficit
Balances at January 1, 202346,551(2,911)$462 $(77,933)$1,036,287 $(1,071,718)$(5,880)$(118,782)
Stock issued pursuant to employee stock plans, net of shares withheld for employee tax obligations2122 (4,842)(4,840)
Repurchase of common stock(15)— (420)(420)
Stock-based compensation— 5,0935,093
Net loss— (381)(381)
Other comprehensive income— 594594
Balances at March 31, 202346,763(2,926)$464 $(78,353)$1,036,538 $(1,072,099)$(5,286)$(118,736)
Stock issued pursuant to employee stock plans, net of shares withheld for employee tax obligations1721 (1,200)(1,199)
Stock-based compensation— 5,9425,942
Net loss— (4,596)(4,596)
Other comprehensive loss— (365)(365)
Balances at June 30, 202346,935(2,926)$465 $(78,353)$1,041,280 $(1,076,695)$(5,651)$(118,954)
Stock issued pursuant to employee stock plans, net of shares withheld for employee tax obligations601 — (925)— — (924)
Stock-based compensation— — 4,903 — — 4,903 
Net loss— — — (7,334)— (7,334)
— 
Other comprehensive loss— — — — (876)(876)
Balances at September 30, 202346,995(2,926)$466 $(78,353)$1,045,258 $(1,084,029)$(6,527)$(123,185)

4


Three and Nine Months Ended September 30, 2022
 Shares of
Common Stock
 Additional Accumulated
Other
Total
 IssuedIn
Treasury
Common
Stock
Treasury
Stock
Paid-in
Capital
Accumulated
Deficit
Comprehensive
Loss
Stockholders’
Deficit
Balances at January 1, 202245,828(874)$455 $(25,090)$1,031,633 $(1,126,959)$(4,113)$(124,074)
Stock issued pursuant to employee stock plans, net of shares withheld for employee tax obligations3914 (8,940)(8,936)
Repurchase of common stock(354)(10,816)(10,816)
Stock-based compensation3,4223,422
Net income10,58610,586
Other comprehensive loss(201)(201)
Balances at March 31, 202246,219(1,228)$459 $(35,906)$1,026,115 $(1,116,373)$(4,314)$(130,019)
Stock issued pursuant to employee stock plans, net of shares withheld for employee tax obligations1892(1,483)(1,481)
Repurchase of common stock(560)(14,143)(14,143)
Stock-based compensation3,6453,645
Net income7,3737,373
Other comprehensive loss(1,735)(1,735)
Balances at June 30, 202246,408(1,788)$461 $(50,049)$1,028,277 $(1,109,000)$(6,049)$(136,360)
Stock issued pursuant to employee stock plans, net of shares withheld for employee tax obligations64(992)(992)
Repurchase of common stock(758)(18,602)(18,602)
Stock-based compensation3,9473,947
Net income12,02212,022
Other comprehensive loss(1,416)(1,416)
Balances at September 30, 202246,472(2,546)461(68,651)1,031,232(1,096,978)(7,465)(141,401)



The accompanying notes are an integral part of the condensed consolidated financial statements.
5



6


AVID TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)
Nine Months Ended
 September 30,
 20232022
Cash flows from operating activities:  
Net (loss) income$(12,311)$29,981 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:  
Depreciation and amortization7,601 6,023 
(Recovery from) allowance for doubtful accounts(71)893 
Stock-based compensation expense15,938 11,014 
Non-cash provision for restructuring4,879 495 
Non-cash interest expense447 367 
Loss on disposal of fixed assets 548 
Unrealized foreign currency transaction losses (gains)868 (2,769)
Benefit from deferred taxes134 1,238 
Changes in operating assets and liabilities:  
Accounts receivable20,566 20,896 
Inventories(7,610)(2,071)
Prepaid expenses and other assets(6,839)(5,624)
Accounts payable(6,376)8,050 
Accrued expenses, compensation and benefits and other liabilities(8,268)(17,257)
Income taxes payable(38)(841)
Deferred revenue and contract assets(36,735)(25,380)
Net cash (used in) provided by operating activities(27,815)25,563 
Cash flows from investing activities:  
Purchases of property and equipment(13,798)(11,067)
Net cash used in investing activities(13,798)(11,067)
Cash flows from financing activities:  
Proceeds from revolving line of credit40,000 19,000 
Repayment of debt principal(5,150)(4,515)
Payments for repurchase of common stock(572)(40,929)
Proceeds from the issuance of common stock under employee stock plans486 468 
Common stock repurchases for tax withholdings for net settlement of equity awards(7,449)(11,878)
Payments for credit facility issuance costs (440)
Net cash provided by (used in) financing activities27,315 (38,294)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(1,523)(1,809)
Net decrease in cash, cash equivalents and restricted cash(15,821)(25,607)
Cash, cash equivalents and restricted cash at beginning of period38,852 60,556 
Cash, cash equivalents and restricted cash at end of period$23,031 $34,949 
Supplemental information:
Cash and cash equivalents$20,963 $31,344 
Restricted cash926 2,413 
Restricted cash included in other long-term assets1,142 1,192 
Total cash, cash equivalents and restricted cash shown in the statement of cash flows$23,031 $34,949 
Cash paid for income taxes$1,119 $1,551 
Cash paid for interest$11,327 $3,095 
The accompanying notes are an integral part of the condensed consolidated financial statements.
7


AVID TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.    FINANCIAL INFORMATION

The accompanying condensed consolidated financial statements include the accounts of Avid Technology, Inc. and its wholly owned subsidiaries (collectively, “we” or “our”). These financial statements are unaudited. However, in the opinion of management, the condensed consolidated financial statements reflect all normal and recurring adjustments necessary for their fair statement. Interim results are not necessarily indicative of results expected for any other interim period or a full year. We prepared the accompanying unaudited condensed consolidated financial statements in accordance with the instructions for Form 10-Q and, therefore, include all information and footnotes necessary for a complete presentation of operations, comprehensive income, financial position, changes in stockholders’ deficit, and cash flows in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying condensed consolidated balance sheet as of December 31, 2022 was derived from our audited consolidated financial statements and does not include all disclosures required by U.S. GAAP for annual financial statements. We filed audited consolidated financial statements as of and for the year ended December 31, 2022 in our Annual Report on Form 10-K for the year ended December 31, 2022, which included information and footnotes necessary for such presentation. The financial statements contained in this Form 10-Q should be read in conjunction with the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022.

The consolidated results of operations for the three months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023. The Company’s results of operations are affected by economic conditions, including macroeconomic conditions and levels of business and consumer confidence.

Our preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from our estimates.

Agreement and Plan of Merger

On August 9, 2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Artisan Bidco, Inc., a Delaware corporation (“Parent”), and Artisan Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), each an affiliate of STG, pursuant to which, and on the terms and subject to the conditions described therein, Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the “Merger”). Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of our common stock (other than Excluded Shares (as defined in the Merger Agreement)) will be converted into the right to receive $27.05 in cash, without interest and less required tax withholdings. The consummation of the Merger is subject to approval by our stockholders, regulatory approvals and other customary closing conditions as set forth in the Merger Agreement. As previously disclosed by the Company, certain of these conditions have been satisfied, including the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of our common stock and the receipt of all required regulatory approvals and clearances set forth in the Merger Agreement to complete the Merger.

Significant Accounting Policies

There have been no material changes to our significant accounting policies as compared to the significant accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2022.


8


2.    NET (LOSS) INCOME PER SHARE

Net (loss) income per common share is presented for both basic income per share (“Basic EPS”) and diluted income per share (“Diluted EPS”). Basic EPS is based on the weighted-average number of common shares outstanding during the period. Diluted EPS is based on the weighted-average number of common shares and common share equivalents outstanding during the period.

The potential common shares that were considered anti-dilutive securities were excluded from the diluted earnings per share calculations for the relevant periods either because the sum of the exercise price per share and the unrecognized compensation cost per share was greater than the average market price of our common stock for the relevant periods, or because they were considered contingently issuable. The contingently issuable potential common shares result from certain restricted stock units granted to our employees that vest based on performance conditions, market conditions, or a combination of performance and market conditions.

The following table sets forth (in thousands) potential common shares that were considered anti-dilutive securities at September 30, 2023 and 2022:
 September 30, 2023September 30, 2022
Non-vested restricted stock units1,180 820 

The following table sets forth (in thousands) the basic and diluted weighted common shares outstanding for the three months ended September 30, 2023 and 2022:

Three months endedNine months ended
September 30, 2023September 30, 2022September 30, 2023September 30, 2022
Weighted common shares outstanding - basic44,209 44,476 44,042 44,676 
Net effect of common stock equivalents 227  431 
Weighted common shares outstanding - diluted44,209 44,703 44,042 45,107 


3.    FAIR VALUE MEASUREMENTS

Assets Measured at Fair Value on a Recurring Basis

We measure deferred compensation investments on a recurring basis. As of September 30, 2023 and December 31, 2022, our deferred compensation investments were classified as either Level 1 or Level 2 in the fair value hierarchy. Assets valued using quoted market prices in active markets and classified as Level 1 are money market and mutual funds. Assets valued based on other observable inputs and classified as Level 2 are insurance contracts. The assets held at fair value are included in “Other current assets” and “Other long-term assets” on our consolidated balance sheet as of September 30, 2023 and 2022.

The following tables summarize our deferred compensation investments measured at fair value on a recurring basis (in thousands):
  Fair Value Measurements at Reporting Date Using
 September 30,
2023
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
Significant
Other
Observable
Inputs (Level 2)
Significant
Unobservable
Inputs
(Level 3)
Financial assets:    
Deferred compensation assets$225 $84 $141 $ 
9


  Fair Value Measurements at Reporting Date Using
 December 31, 2022Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
Significant
Other
Observable
Inputs (Level 2)
Significant
Unobservable
Inputs
(Level 3)
Financial assets:    
Deferred compensation assets$376 $85 $291 $ 

Financial Instruments Not Recorded at Fair Value

The carrying amounts of our other financial assets and liabilities including cash, accounts receivable, accounts payable, and accrued liabilities approximate their respective fair values because of the relatively short period of time between their origination and their expected realization or settlement. The carrying value of the term loan is net of debt issuance costs and approximates its fair value. Cash and equivalents were classified as Level 1 and all other financial instruments were classified as Level 2 within the fair value hierarchy.

4.    INVENTORIES

Inventories consisted of the following (in thousands):
 September 30, 2023December 31, 2022
Raw materials$7,558 $7,984 
Work in process244 288 
Finished goods20,789 12,709 
Total$28,591 $20,981 

As of September 30, 2023 and December 31, 2022, finished goods inventory included $3.2 million and $1.4 million, respectively, associated with products shipped to customers and deferred labor costs for arrangements where revenue recognition had not yet commenced.


5.    LEASES

We have entered into a number of facility leases to support our research and development activities, sales operations, and other corporate and administrative functions in North America, Europe, and Asia, which qualify as operating leases under U.S. GAAP. We also have a limited number of equipment leases that qualify as either operating or finance leases. We determine if contracts with vendors represent a lease or have a lease component under U.S. GAAP at contract inception. Our leases have remaining terms ranging from less than one year to five years. Some of our leases include options to extend or terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise such options.

Operating lease right of use assets and liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the lease commencement date. As our leases generally do not provide an implicit rate, we use an estimated incremental borrowing rate in determining the present value of future payments. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease within a particular location and currency environment. As of September 30, 2023, the weighted average incremental borrowing rate was 6.0% and the weighted average remaining lease term was 4.5 years.

Finance lease right of use assets and liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the lease commencement date. Each lease agreement provides an implicit discount rate
10


used to determine the present value of future payments. As of September 30, 2023, the weighted-average discount rate was 0.4% and the weighted average remaining lease term was less than one year.

Lease costs for minimum lease payments is recognized on a straight-line basis over the lease term. Our total operating lease costs were $1.5 million and $1.4 million for the three months ended September 30, 2023 and September 30, 2022, respectively and $4.5 million and $4.3 million for the nine months ended September 30, 2023 and September 30, 2022, respectively. Related cash payments were $1.6 million and $1.5 million for the three months ended September 30, 2023 and September 30, 2022, respectively, and $4.8 million and $4.6 million for the nine months ended September 30, 2023 and September 30, 2022, respectively. Short term lease costs were $0.5 million and $0.6 million for the three months ended September 30, 2023 and September 30, 2022, respectively, and $1.6 million and $1.9 million for the nine months ended September 30, 2023 and September 30, 2022, respectively. Operating lease costs are included within costs of revenue, research and development, marketing and selling, and general and administrative lines on the condensed consolidated statements of operations, and the related cash payments are included in the operating cash flows on the condensed consolidated statements of cash flows. Finance lease costs, variable lease costs, and sublease income are not material.

The table below reconciles the undiscounted future minimum lease payments for operating and finance leases under non-cancelable leases with terms of more than one year to the total lease liabilities recognized on the condensed consolidated balance sheets as of September 30, 2023 (in thousands):
Year Ending December 31,Operating LeasesFinance Leases
2023 (excluding nine months ended September 30, 2023)
$1,568 $35 
20245,814 52 
20255,874  
20265,935  
20275,490  
Thereafter2,066  
Total future minimum lease payments$26,747 $87 
Less effects of discounting(3,447) 
Total lease liabilities$23,300 $87 

Supplemental balance sheet information related to leases was as follows (in thousands):

Operating Leases
September 30, 2023
Right of use assets$19,551 
Accrued expenses and other current liabilities(4,646)
Long-term lease liabilities(18,654)
     Total lease liabilities$(23,300)


Finance Leases
September 30, 2023
Other assets$75 
Accrued expenses and other current liabilities87 
     Total lease liabilities$87 

11


6.    OTHER LONG-TERM LIABILITIES

Other long-term liabilities consisted of the following (in thousands):
 September 30, 2023December 31, 2022
Deferred compensation$3,373 $3,715 
Finance lease liabilities 46 
Other long-term liabilities534 587 
   Total$3,907 $4,348 


7.    COMMITMENTS AND CONTINGENCIES

Commitments

We entered into a long-term agreement to purchase a variety of information technology solutions from a third party in the second quarter of 2020, which included an unconditional commitment to purchase a minimum of $32.2 million of products and services over the initial five years of the agreement. We have purchased $25.1 million of products and services pursuant to this agreement as of September 30, 2023.

We have letters of credit that are used as security deposits in connection with our leased Burlington, Massachusetts office space. In the event of default on the underlying leases, the landlords would, at September 30, 2023, be eligible to draw against the letters of credit to a maximum of $0.7 million.

We also have letters of credit in connection with security deposits for other facility leases totaling $0.4 million in the aggregate, as well as letters of credit totaling $3.4 million that otherwise support our ongoing operations. These letters of credit have various terms and expire during 2023 and beyond, while some of the letters of credit may automatically renew based on the terms of the underlying agreements.

Letters of credit that are collateralized by restricted cash are included in the caption “Restricted cash” and “Other long-term assets” on our condensed consolidated balance sheets as of September 30, 2023.

Contingencies

Our industry is characterized by the existence of a large number of patents and frequent claims and litigation regarding patent and other intellectual property rights. In addition to the legal proceedings described below, we are involved in legal proceedings from time to time arising from the normal course of business activities, including claims of alleged infringement of intellectual property rights and contractual, commercial, employee relations, product or service performance, or other matters. We do not believe these matters will have a material adverse effect on our financial position or results of operations. However, the outcome of legal proceedings and claims brought against us is subject to significant uncertainty. Therefore, our financial position or results of operations may be negatively affected by the unfavorable resolution of one or more of these proceedings for the period in which a matter is resolved. Our results could be materially adversely affected if we are accused of, or found to be, infringing third parties’ intellectual property rights.

Following the termination of our former Chairman and Chief Executive Officer on February 25, 2018, we received a notice alleging that we breached the former employee’s employment agreement. On April 16, 2019, we received an additional notice again alleging we breached the former employee’s employment agreement. On November 25, 2020 we received an additional notice again alleging we breached the former employee’s employment agreement. We have since been in communications with our former Chairman and Chief Executive Officer’s counsel. While we intend to defend any claim vigorously, when and if a claim is actually filed, we are currently unable to estimate an amount or range of any reasonably possible losses that could occur as a result of this matter.

12


On July 14, 2020, we sent a notice to a customer demanding sums that we believe are due to Avid pursuant to a contract. On October 7, 2020, the customer sent a notice to us denying any legal liability and demanding payment for breach of contract resulting from various alleged delays by us. While we intend to defend any claim vigorously when and if a claim is actually filed, we are currently unable to estimate an amount or range of any reasonably possible losses that could occur related to this matter.

We consider all claims on a quarterly basis and based on known facts assess whether potential losses are considered reasonably possible, probable, and estimable. Based upon this assessment, we then evaluate disclosure requirements and whether to accrue for such claims in our condensed consolidated financial statements. We record a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated and such amount is material. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case.

At September 30, 2023 and as of the date of filing of these condensed consolidated financial statements, we believe that, other than as set forth in this note, no provision for liability nor disclosure is required related to any claims because: (a) there is no reasonable possibility that a loss exceeding amounts already recognized (if any) may be incurred with respect to such claim, (b) a reasonably possible loss or range of loss cannot be estimated, or (c) such estimate is immaterial.

Additionally, we provide indemnification to certain customers for losses incurred in connection with intellectual property infringement claims brought by third parties with respect to our products. These indemnification provisions generally offer perpetual coverage for infringement claims based upon the products covered by the agreement and the maximum potential amount of future payments we could be required to make under these indemnification provisions is theoretically unlimited.  To date, we have not incurred material costs related to these indemnification provisions; accordingly, we believe the estimated fair value of these indemnification provisions is immaterial. Further, certain arrangements with customers include clauses whereby we may be subject to penalties for failure to meet certain performance obligations; however, we have not recorded any related material penalties to date.

We provide warranties on externally sourced and internally developed hardware. For internally developed hardware, and in cases where the warranty granted to customers for externally sourced hardware is greater than that provided by the manufacturer, we record an accrual for the related liability based on historical trends and actual material and labor costs. The following table sets forth the activity in the product warranty accrual account for the nine months ended September 30, 2023 and 2022 (in thousands):
Nine Months Ended September 30,
20232022
Accrual balance at beginning of period$941 $1,219 
Accruals for product warranties534 541 
Costs of warranty claims(633)(784)
Accrual balance at end of period$842 $976 

The warranty accrual is included in the caption “accrued expenses and other current liabilities” in our condensed consolidated balance sheet.

8.    RESTRUCTURING COSTS AND ACCRUALS

In May 2023, we committed to a restructuring plan focused on reducing our overall workforce, and as a result we recorded restructuring charges of $4.9 million for employee severance costs related to 95 positions eliminated during the nine months ended September 30, 2023. The restructuring plan is expected to be substantially completed in 2023.

13


The following table sets forth the activity in the restructuring accrual for the nine months ended September 30, 2023 (in thousands):
 Employee
Accrual balance as of December 31, 2022$205 
Restructuring charges and revisions 4,811 
Cash payments(2,645)
Foreign exchange impact on ending balance(11)
Accrual balance as of September 30, 2023$2,360 

9.    REVENUE

Disaggregated Revenue and Geography Information

Through the evaluation of the discrete financial information that is regularly reviewed by the chief operating decision makers (our chief executive officer and chief financial officer), we have determined that we have one reporting unit and operating segment.
The following table sets forth our revenues by geographic region for the three and nine months ended September 30, 2023 and 2022 (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
Revenues:  
United States$38,038 $46,206 $125,067 $130,755 
Other Americas5,436 6,167 20,734 19,467 
Europe, Middle East and Africa34,647 36,865 108,574 112,026 
Asia-Pacific12,888 13,747 42,987 39,066 
Total net revenues$91,009 $102,985 $297,362 $301,314 

The opening and closing balances of the Company's accounts receivable from contracts with customers were $76.8 million and $56.4 million for the nine months ended September 30, 2023, respectively, and $77.0 million and $55.3 million for the nine months ended September 30, 2022, respectively.

Contract Asset

Contract asset activity for the nine months ended September 30, 2023 and 2022 was as follows (in thousands):
September 30, 2023September 30, 2022
Contract asset at beginning of period$37,765 $25,397 
Revenue in excess of billings63,251 51,400 
Customer billings(59,944)(47,427)
Contract asset at end of period$41,072 $29,370 
Less: long-term portion (recorded in other long-term assets)4,354 11,642 
Contract asset, current portion$36,718 $17,728 


Deferred Revenue

Deferred revenue activity for the nine months ended September 30, 2023 and 2022 was as follows (in thousands):
14


September 30, 2023September 30, 2022
Deferred revenue at beginning of period$94,150 $98,082 
Billings deferred55,109 57,094 
Recognition of prior deferred revenue(88,537)(78,501)
Deferred revenue at end of period$60,722 $76,675 

A summary of the significant performance obligations included in deferred revenue is as follows (in thousands):
September 30, 2023
Product$2,802 
Subscription15,497 
Maintenance contracts39,553 
Implied PCS2,870 
Deferred revenue at September 30, 2023
$60,722 

Remaining Performance Obligations

For transaction prices allocated to remaining performance obligations, we apply practical expedients and do not disclose quantitative or qualitative information for remaining performance obligations (i) that have original expected durations of one year or less and (ii) where we recognize revenue equal to what we have the right to invoice and that amount corresponds directly with the value to the customer of our performance to date.

Historically, for many of our products, we had an ongoing practice of making when-and-if-available software updates available to customers free of charge for a period of time after initial sales to customers. The expectation created by this practice of providing free Software Updates represents an implied obligation of a form of post-contract customer support (“Implied PCS”) which represents a performance obligation. While we have ceased providing Implied PCS on new product offerings, we continue to provide Implied PCS for older products that were predominately sold in prior years. Revenue attributable to Implied PCS performance obligations is recognized over time on a ratable basis over the period that Implied PCS is expected to be provided, which is typically six years. We have remaining performance obligations of $2.9 million attributable to Implied PCS recorded in deferred revenue as of September 30, 2023. We expect to recognize revenue for these remaining performance obligations of $0.4 million for the remainder of 2023 and $1.2 million, $0.7 million, $0.4 million and $0.2 million for the years ending December 31, 2024, 2025, 2026, and 2027, respectively, and an immaterial amount thereafter.

As of September 30, 2023, we had approximately $16.7 million of transaction price allocated to remaining performance obligations for certain enterprise agreements that have not yet been fully invoiced. Approximately $14.2 million of these performance obligations were unbilled as of September 30, 2023. Remaining performance obligations represent obligations we must deliver for specific products and services in the future where there is not yet an enforceable right to invoice the customer. Our remaining performance obligations do not include contractually committed minimum purchases that are common in our strategic purchase agreements with resellers since our specific obligations to deliver products or services is not yet known, as customers may satisfy such commitments by purchasing an unknown combination of current or future product offerings. While the timing of fulfilling individual performance obligations under the contracts can vary dramatically based on customer requirements, we expect to recognize the $16.7 million in roughly equal installments through 2025.

Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations due to contract breach, contract amendments, and changes in the expected timing of delivery.

15


10.    LONG-TERM DEBT AND CREDIT AGREEMENT

Long-term debt consisted of the following (in thousands):
September 30, 2023December 31, 2022
Term Loan, net of unamortized issuance costs and debt discount of $2,038 and $2,485 at September 30, 2023 and December 31, 2022, respectively
$177,274 $181,853 
Revolving Credit Facility40,000 — 
Other long-term debt691 815 
    Total debt$217,965 $182,668 
Less: current portion14,242 9,710 
Total long-term debt$203,723 $172,958 

The following table summarizes the contractual maturities of our borrowing obligations as of September 30, 2023 (in thousands):
Fiscal YearTerm LoanRevolving Credit FacilityOther Long-Term DebtTotal
2023 (excluding nine months ended September 30, 2023)
$4,525 — 41 $4,566 
202413,131 — 170 13,301 
202517,906 — 182 18,088 
202619,100 — 195 19,295 
2027124,650 40,000 103 164,753 
Total before unamortized discount
179,312 40,000 691 220,003 
Less: unamortized discount and issuance costs(2,038)—  (2,038)
Less: current portion of long-term debt
(14,075)— (167)(14,242)
Total long-term debt$163,199 40,000 $524 $203,723 


Credit Agreement

On January 5, 2021, the Company entered into a Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A. as collateral and administrative agent, and a syndicate of banks, as lenders thereunder (the “Lenders”). Pursuant to the Credit Agreement, the Lenders agreed to provide the Company with (a) a term loan in the aggregate principal amount of $180.0 million (the “Term Loan”) and (b) a revolving credit facility (the “Revolving Credit Facility”) of up to a maximum of $70.0 million in borrowings outstanding at any time. The Revolving Credit Facility can be used for working capital, other general corporate purposes and for other permitted uses. The proceeds from the Term Loan, plus available cash on hand, were used to repay outstanding borrowings in the principal amount of $201 million under the Company’s prior financing agreement, which was then terminated. In connection with this termination, the Company incurred a loss on extinguishment of debt of $3.7 million as a result of writing off $2.6 million of remaining unamortized issuance costs as well as a $1.1 million prepayment penalty.

In connection with the Credit Agreement, the Company incurred $2.5 million of issuance discounts and an immaterial amount of issuance costs. The Term Loan discount and issuance costs are being amortized over the remaining life of the Second A&R Credit Agreement (as defined below).

16


On February 25, 2022, the Company executed an Amended and Restated Credit Agreement (the “A&R Credit Agreement) with JPMorgan Chase Bank, N.A. and the Lenders. The A&R Credit Agreement extended the term of the Term Loan to February 25, 2027, reduced the applicable interest rate margins by 0.25%, removed the LIBOR floor, moved the reference rate from LIBOR to the Secured Overnight Financing Rate (“SOFR”), reset the principal amortization schedule, and eliminated the fixed charge coverage ratio.

In connection with the A&R Credit Agreement, the Company accounted for the amendment as a modification and incurred an additional $0.4 million of issuance costs during the three months ended March 31, 2022. These additional costs and the remaining unamortized Term Loan discount and issuance costs are being amortized jointly over the amended remaining life of the Second A&R Credit Agreement.

On October 6, 2022, the Company executed a Second Amended and Restated Credit Agreement (the “Second A&R Credit Agreement”) with JPMorgan Chase Bank, N.A. and the Lenders. Pursuant to the Second A&R Credit Agreement, the Lenders agreed to provide the Company with (a) an additional term loan in the aggregate principal amount of $20 million (of which approximately $19 million was used to pay off the Company’s then outstanding drawings under the Revolving Credit Facility), and (b) an additional $50 million of available borrowing capacity under the Revolving Credit Facility, increasing the aggregate amount available to $120.0 million. The Second A&R Credit Agreement includes substantially similar terms as the A&R Credit Agreement and does not result in any changes to financial covenants, pricing or the maturity date of February 25, 2027.

In connection with the Second A&R Credit Agreement, the Company accounted for the amendment as a modification and incurred an additional $0.5 million of issuance costs during the three months ended December 31, 2022. These additional costs and the remaining unamortized Term Loan discount and issuance costs are being amortized jointly over the amended remaining life of the Second A&R Credit Agreement.

We recorded $4.7 million and $11.8 million of interest expense on the Term Loan and Revolving Credit Facility for the three and nine months ended September 30, 2023. We recorded $2.1 million and $4.6 million of interest expense on the Term Loan for the three and nine months ended September 30, 2022, respectively. The effective interest rate for the nine months ended September 30, 2023 was 7.30%. As of September 30, 2023, there was $40 million outstanding under the Revolving Credit Facility. We were in compliance with the Second A&R Credit Agreement covenants as of September 30, 2023.

11. STOCKHOLDERS’ EQUITY

Stock-Based Compensation

Information with respect to the Company’s non-vested time-based restricted stock units for the nine months ended September 30, 2023 was as follows:
 Number of Restricted Stock UnitsWeighted-
Average
Grant-Date
Fair Value
Weighted-
Average
Remaining
Contractual
Term (years)
Aggregate
Intrinsic
Value
(in thousands)
Shares Retained to Cover Statutory Minimum Withholding Taxes
Non-vested at January 1, 2023788,217 $28.24  — 
Granted607,432 30.00  — 
Vested(426,811)25.00  (144,519)
Forfeited(68,669)33.04  — 
Non-vested at September 30, 2023
900,169 $30.600.95$28,778

Information with respect to the Company’s non-vested performance-based restricted stock units for the nine months ended September 30, 2023 was as follows:
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 Number of Performance-based Restricted Stock UnitsWeighted-
Average
Grant-Date
Fair Value
Weighted-
Average
Remaining
Contractual
Term (years)
Aggregate
Intrinsic
Value
(in thousands)
Shares Retained to Cover Statutory Minimum Withholding Taxes
Non-vested at January 1, 2023294,011 $23.20  — 
Granted240,598 26.12  — 
Vested(254,320)15.34  (114,881)
Forfeited   — 
Non-vested at September 30, 2023
280,289 $32.851.17$8,961


The following table sets forth stock-based compensation expense by award type for the three and nine months ended September 30, 2023 and 2022 (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
Share-based compensation expense by type:
Time-based Restricted Stock Units$3,705 $2,892 $12,618 $8,272 
Performance-based Restricted Stock Units1,153 1,007 3,175 2,598 
ESPP45 48 145 144 
Total share-based compensation expense$4,903 $3,947 $15,938 $11,014 

Stock-based compensation was included in the following captions in the Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2023 and 2022 (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
Cost of revenues$722 $588 $2,135 $1,603 
Research and development expenses979 498 2,663 1,363 
Marketing and selling expenses886 743 2,731 2,141 
General and administrative expenses2,316 2,118 8,409 5,907 
Total share-based compensation expense$4,903 $3,947 $15,938 $11,014 

On September 9, 2021, our Board of Directors approved the repurchase of up to $115.0 million of our outstanding shares. This authorization does not have a prescribed expiration date. As of September 30, 2023, approximately $36.6 million of the $115.0 million share repurchase authorization remained available. The Company has no obligation to repurchase any amount of its common stock, and the program may be suspended or discontinued at any time. For the three months ended September 30, 2023, the Company did not repurchase any shares of its common stock. For the nine months ended September 30, 2023, the Company repurchased 15,706 shares of its common stock for $0.4 million.
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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

EXECUTIVE OVERVIEW

Business Overview

We develop, market, sell, and support software and integrated solutions for video and audio content creation, management and distribution. We are a leading technology provider that powers the media and entertainment industry. We do this by providing an open and efficient platform for digital media, along with a comprehensive set of tools and workflow solutions. Our solutions are used in production and post-production facilities; film studios; network, affiliate, independent and cable television stations; recording studios; live-sound performance venues; advertising agencies; government and educational institutions; corporate communications departments; and by independent video and audio creative professionals, as well as aspiring professionals. Projects produced using our tools, platform, and ecosystem include feature films, television programming, live events, news broadcasts, sports productions, commercials, music, video, and other digital media content. With over one million creative users and thousands of enterprise clients relying on our technology platforms and solutions around the world, Avid enables the industry to thrive in today’s connected media and entertainment world.

Our mission is to empower media creators with innovative technology and collaborative tools to entertain, inform, educate, and enlighten the world. Our clients rely on Avid’s products and solutions to create prestigious and award-winning feature films, music recordings, television shows, live concerts, sporting events, and news broadcasts. Avid has been honored for technological innovation with 18 Emmy Awards, one Grammy Award, two Oscars, and the first ever America Cinema Editors Technical Excellence Award.

Operations Overview

Our strategy for connecting creative professionals and media enterprises with audiences in a powerful, efficient, collaborative, and profitable way leverages our creative software tools, including Pro Tools for audio and Media Composer for video, and our MediaCentral Platform - the open, extensible, and customizable foundation that streamlines and simplifies content workflows by integrating all Avid or third-party products and services that run on top of it. The platform provides secure and protected access, and enables fast and easy creation, delivery, and monetization of content.

A key element of our strategy is our transition to a recurring revenue-based model through a combination of subscription offerings and long-term agreements. As of September 30, 2023, we had approximately 550,000 paid subscriptions. The subscription count includes all paid and active seats under multi-seat licenses. These licensing options offer choices in pricing and deployment to suit our customers’ needs. Our subscription offerings to date have been sold to creative professionals and media enterprises. We expect to increase subscription sales to media enterprises going forward as we expand offerings and move through customer upgrade cycles, which we expect will further increase recurring revenue on a longer-term basis. Our long-term agreements are comprised of multi-year agreements with large media enterprise customers to provide specified products and services, including SaaS offerings, and channel partners and resellers to purchase minimum amounts of products and service over a specified period of time.

We continued to invest in our Digital Transformation Initiative through the third quarter of 2023, which focuses on optimizing systems, processes, and back-office functions with the objective of improving our operations related to our digital and subscription business. The project started in the third quarter of 2021, and continuing through 2023-2025, we plan to significantly invest in transforming our enterprise-wide infrastructure and technologies to benefit customers and drive enhanced performance across the company.

A summary of our revenue sources for the three and nine months ended September 30, 2023 and 2022 is as follows (in thousands):
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Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Subscriptions$38,018 $41,782 $121,842 $108,878 
Maintenance20,230 27,280 66,348 83,382 
Subscriptions and Maintenance58,248 69,062 188,190 192,260 
Perpetual Licenses2,210 1,790 3,868 9,729 
Software Licenses and Maintenance60,458 70,852 192,058 201,989 
Integrated solutions24,593 26,267 87,038 82,492 
Professional services & training5,958 5,866 18,266 16,833 
Total revenue$91,009 $102,985 $297,362 $301,314 

Recent Developments Affecting Our Business

Our business and financial performance depends significantly on worldwide economic conditions. We face global macroeconomic challenges, particularly in light of the effects of the ongoing geopolitical conflicts in Ukraine and Israel, uncertainty in the markets, volatility in exchange rates, inflationary trends and evolving dynamics in the global trade environment. Throughout 2022 and the nine months of 2023, we observed significant market uncertainty including the Writers Guild strike and the ongoing Screen Actors Guild Strike, increasing inflationary pressures, supply constraints and a strong U.S. dollar. We continue to manage through industry-wide supply constraints due to component shortages, and for which the duration of such constraints is uncertain. These shortages have resulted in increased costs (i.e., component and other commodity costs, freight, expedite fees, etc.) which have had a negative impact on our product gross margin and resulted in extended lead times for us and our customers.

As a company with an extensive global footprint, we are subject to risks and exposures from foreign currency exchange rate fluctuations caused by significant events with macroeconomic impacts. We monitor the direct and indirect impacts of these circumstances on our business and financial results, as well as the overall global economy and geopolitical landscape.

Although our revenue and earnings are relatively predictable as a result of our subscription-based business model, the broader implications of these macroeconomic events on our business, results of operations and overall financial position, particularly in the long term, remain uncertain. See the section titled “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022 for further discussion of the possible impact of these macroeconomic issues on our business.

On August 9, 2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Artisan Bidco, Inc., a Delaware corporation (“Parent”), and Artisan Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), each an affiliate of STG, pursuant to which, and on the terms and subject to the conditions described therein, Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the “Merger”). Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of our common stock (other than Excluded Shares (as defined in the Merger Agreement)) will be converted into the right to receive $27.05 in cash, without interest and less required tax withholdings. The consummation of the Merger is subject to approval by our stockholders, regulatory approvals and other customary closing conditions as set forth in the Merger Agreement. As previously disclosed by the Company, certain of these conditions have been satisfied, including the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of our common stock and the receipt of all required regulatory approvals and clearances set forth in the Merger Agreement to complete the Merger.

CRITICAL ACCOUNTING ESTIMATES

Our condensed consolidated financial statements have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. We base our estimates and judgments on historical experience and various other factors we believe to be reasonable under the circumstances, the results of which form the basis for judgments about the carrying values of assets and liabilities and the amounts of revenues and expenses. Actual results may differ from these estimates.

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We believe that our critical accounting estimates are those related to revenue recognition and allowances for sales returns and exchanges and income tax assets and liabilities. We believe these policies and estimates are critical because they most significantly affect the portrayal of our financial condition and results of operations and involve our most complex and subjective estimates and judgments. A discussion of our critical accounting policies and estimates may be found in our Annual Report on Form 10-K for the year ended December 31, 2022 in Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Critical Accounting Estimates”. There have been no significant changes to our critical accounting estimates since our Annual Report on Form 10-K for the year ended December 31, 2022.
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RESULTS OF OPERATIONS

The following table sets forth certain items from our condensed consolidated statements of operations as a percentage of net revenues for the three and nine months ended September 30, 2023 and 2022. During the three and nine months ended September 30, 2023 we incurred increased component costs on our integrated solutions due to the supply chain constraints noted above. The increases in operating expenses year over year was a result of increased personnel costs due to increased headcount as well as increased stock based compensation expense during the first half of the year. However, for the three months ended September 30, 2023, we began to see cost savings related to the restructuring plan executed during May 2023.
 Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
Net revenues:  
Subscriptions41.8 %40.6 %41.0 %36.1 %
Maintenance22.2 %26.5 %22.3 %27.7 %
Integrated solutions & other36.0 %32.9 %36.7 %36.2 %
Total net revenues100.0 %100.0 %100.0 %100.0 %
Cost of revenues36.4 %32.2 %37.3 %33.7 %
Gross margin63.6 %67.8 %62.7 %66.3 %
Operating expenses:  
Research and development21.7 %16.6 %19.9 %16.6 %
Marketing and selling25.2 %23.7 %23.9 %23.2 %
General and administrative19.3 %13.7 %16.9 %14.0 %
Restructuring costs, net(0.6)%0.1 %1.6 %0.2 %
Total operating expenses65.6 %54.1 %62.3 %54.0 %
Operating (loss) income(2.0)%13.7 %0.4 %12.4 %
Interest expense, net(5.6)%(2.7)%(4.4)%(2.1)%
Other income (loss), net— %— %0.1 %— %
(Loss) income before income taxes(7.6)%11.0 %(3.9)%10.3 %
(Benefit from) Provision for income taxes0.5 %(0.7)%0.2 %0.3 %
Net (loss) income(8.1)%11.7 %(4.1)%10.0 %

Net Revenues

Our net revenues are derived mainly from sales of subscription software solutions, maintenance contracts, and integrated solutions for digital media content production, management and distribution, and related professional services. We commonly sell large, complex solutions to our customers that, due to their strategic nature, have long lead times where the timing of order execution and fulfillment can be difficult to predict. In addition, the rapid evolution of the media industry is changing our customers’ needs, businesses, and revenue models, which is influencing their short-term and long-term purchasing decisions. As a result of these factors, the timing and amount of product revenue recognized related to orders for large, complex solutions, as well as the services associated with them, can fluctuate from quarter to quarter and cause significant volatility in our quarterly operating results. For a discussion of these factors, see the risk factors discussed in Part I, Item 1A under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended, December 31, 2022.

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Net Revenues for the Three Months Ended September 30, 2023 and 2022
(dollars in thousands)
2023Change2022
 Net Revenues$%Net Revenues
Subscriptions$38,018 $(3,764)(9.0)%$41,782 
Maintenance20,230 (7,050)(25.8)%27,280 
Integrated solutions & other32,761 (1,162)(3.4)%33,923 
Total net revenues$91,009 $(11,976)(11.6)%$102,985 

Net Revenues for the Nine Months Ended September 30, 2023 and 2022
(dollars in thousands)
2023Change2022
 Net Revenues$%Net Revenues
Subscriptions$121,842 $12,964 11.9%$108,878 
Maintenance66,348 $(17,034)(20.4)%83,382 
Integrated solutions & other$109,172 $118 0.1%$109,054 
Total net revenues$297,362 $(3,952)(1.3)%$301,314 
Net Revenues for the Nine Months Ended September 30, 2021 and 2020

The following table sets forth the percentage of our net revenues attributable to geographic regions for the three and nine months ended September 30, 2023 and 2022:
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
United States42%45%42%43%
Other Americas6%6%7%7%
Europe, Middle East and Africa38%36%37%37%
Asia-Pacific14%13%14%13%

Subscription Revenues

Our subscription revenues are derived primarily from sales of our Media Composer, MediaCentral, Pro Tools, and Sibelius offerings. Subscription revenues decreased $3.8 million, or 9.0%, for the three months ended September 30, 2023, and increased $13.0 million or 11.9%, for the nine months ended September 30, 2023, compared to the same periods in 2022. The increase for the nine months ended September 30, 2023, was primarily a result of new customers adopting our subscription solutions and customers transitioning from our perpetual product licenses to our subscription-based model. We saw a decrease in subscription revenue for the three months ending September 30, 2023 due to more challenging economic conditions.

Maintenance Revenues

Our maintenance revenues are derived from a variety of maintenance contracts for our software and integrated solutions. Maintenance contracts allow each customer to select the level of technical and operational support that it needs to maintain their operational effectiveness. Maintenance contracts typically include the right to the latest software updates, call support, and, in some cases, hardware maintenance. Maintenance revenues decreased $7.1 million, or 25.8%, for the three months ended September 30, 2023, and $17.0 million or 20.4%, for the nine months ended September 30, 2023, compared to the same periods in 2022. The decrease for the three and nine months ended September 30, 2023 was primarily due to customers transitioning from our perpetual based licenses to our subscription licenses.

Integrated Solutions and Other Revenues

Our integrated solutions and other revenues are derived primarily from sales of our storage and workflow solutions, media management solutions, video creative tools, digital audio software and workstation solutions, and our control surfaces, consoles,
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and live-sound systems as well as professional and learning services. Integrated solutions and other revenues decreased $1.2 million or (3.4)%, for the three months ended September 30, 2023, and increased $0.1 million or 0.1%, for the nine months ended September 30, 2023, compared to the same periods in 2022. The decrease for the three months ended September 30, 2023, was driven by lower integrated solutions sales due to more challenging economic conditions. The increase for the nine months ended September 30, 2023, was driven by an increase in integrated solutions sales as we have improved delivering on our backlog.


Cost of Revenues, Gross Profit and Gross Margin Percentage

Cost of revenues consists primarily of costs associated with:
procurement of components and finished goods;
assembly, testing and distribution of finished products;
warehousing;
customer support related to maintenance;
royalties for third-party software and hardware included in our products; and
providing professional services and training.

Costs of Revenues and Gross Profit

Costs of Revenues and Gross Profit for the Three Months Ended September 30, 2023 and 2022
(dollars in thousands)
2023Change2022
 Costs$%Costs
Subscriptions$4,793 $(1,370)(22.2)%$6,163 
Maintenance4,614 (235)(4.8)%4,849 
Integrated solutions & other23,697 1,503 6.8%22,194 
    Total cost of revenues$33,104 $(102)(0.3)%$33,206 
Gross profit$57,905 $(11,874)(17.0)%$69,779 

Costs of Revenues and Gross Profit for the Nine Months Ended September 30, 2023 and 2022
(dollars in thousands)
2023Change2022
 Costs$%Costs
Subscriptions$14,579 $(3,478)(19.3)%$18,057 
Maintenance14,425 (954)(6.2)%15,379 
Integrated solutions & other81,915 13,946 20.5%67,969 
    Total cost of revenues$110,919 $9,514 9.4%$101,405 
Gross profit$186,443 $(13,466)(6.7)%$199,909 

Costs of Revenues and Gross Profit for the Nine Months Ended September 30, 2021 and 2020
Gross Margin Percentage

Gross margin percentage, which is net revenues less costs of revenues divided by net revenues, fluctuates based on factors such as the mix of products sold, the cost and proportion of third-party hardware and software included in the systems sold, the offering of product upgrades, price discounts and other sales-promotion programs, the distribution channels through which products are sold, the timing of new product introductions, sales of aftermarket hardware products, and currency exchange-rate fluctuations. For a discussion of these factors, see the risk factors discussed in Part I, Item 1A under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022.
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Our gross margin percentage for the three months ended September 30, 2023 decreased to 63.6% from 67.8% for the three months ended September 30, 2022, and for the nine months ended September 30, 2023 decreased to 62.7% from 66.3% for the nine months ended September 30, 2022. These decreases were primarily due to increased prices on the components used in some of our integrated solutions products. Given the supply chain disruptions, we made spot purchases at increased prices to ensure we had sufficient components on hand. There was also a change in the mix of integrated solutions and other revenues towards our lower margin hardware, which also negatively impacted margins. These decreases were partially offset by the increase in our subscription margins due to increased volume.
Gross Margin % for the Three Months Ended September 30, 2023 and 2022
 2023 Gross
Margin %
Change2022 Gross
Margin %
Subscription87.4%2.2%85.2%
Maintenance77.2%(5.0)%82.2%
Integrated solutions & other27.7%(6.9)%34.6%
Total63.6%(4.2)%67.8%

Gross Margin % for the Nine Months Ended September 30, 2023 and 2022
 2023 Gross
Margin %
Change2022 Gross
Margin %
Subscription88.0%4.6%83.4%
Maintenance78.3%(3.3)%81.6%
Integrated solutions & other25.0%(12.7)%37.7%
Total62.7%(3.6)%66.3%
Gross Margin % for the Nine Months Ended September 30, 2021 and 2020