The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements included in our Annual Report.

We operate on a 52- week or 53- week fiscal year ending on the Saturday nearest September 30 each year. Our fiscal year is divided into four quarters of 13 weeks, each beginning on a Sunday and containing two 4-week periods followed by a 5-week period. An additional week is included in the fourth fiscal quarter approximately every five years to realign fiscal quarters with calendar quarters.

Forward-looking statements

This Quarterly Report on Form 10-Q contains forward-looking statements. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding future operations are forward-looking statements. In some cases, forward-looking statements may be identified by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "could," "would," "expect," "objective," "plan," "potential," "seek," "grow," "target," "if," and similar expressions intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the section titled "Risk Factors" set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q and in our other SEC filings, including our Annual Report. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Quarterly Report on Form 10-Q may not occur and actual results may differ materially and adversely from those anticipated or implied in the forward-looking statements. You should read this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

Overview

Sonos is one of the world's leading sound experience brands. As the inventor of multi-room wireless audio products, Sonos' innovation helps the world listen better by giving people access to the content they love and allowing them to control it however they choose. Known for delivering an unparalleled sound experience, thoughtful design aesthetic, simplicity of use and an open platform, Sonos makes a breadth of audio content available to anyone.

Our innovative products, seamless customer experience and expanding global footprint have driven 14 consecutive years of sustained revenue growth since our first product launch. We sell our products primarily through over 10,000 third-party physical retail stores, including custom installers of home audio systems. We also sell through select e-commerce retailers and our website sonos.com. Our products are distributed in over 50 countries.

Beginning in the first quarter of fiscal 2020, we began reporting our product revenue under the following new categories: Sonos speakers; Sonos system products; and Partner products and other revenue to further align revenue reporting with the evolving nature of our products, customers' engagement across multiple categories and how we evaluate our business. Sonos speakers currently include Play:1, Play:5, Sonos One SL, Playbar, Playbase, Sub and our voice-enabled Sonos One, Sonos Move and Sonos Beam. Sonos system products currently include Sonos Port, Sonos Amp and Sonos Boost. Partner products and other revenue currently include module units sold through our IKEA partnership, architectural speakers sold through our Sonance partnership, accessories and other revenue associated with other software, services or licensing revenue.

Key metrics

In addition to the measures presented in our condensed consolidated financial statements, we use the following additional key metrics to evaluate our business, measure our performance, identify trends affecting our business and



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assist us in making strategic decisions. Our key metrics are total revenue, products sold, adjusted EBITDA and adjusted EBITDA margin. The most directly comparable financial measure calculated under U.S. GAAP for adjusted EBITDA is net income (loss). In the three months ended December 28, 2019 and December 29, 2018, we had net income of $70.8 million and $61.7 million, respectively.


                                              Three Months Ended
                                    December 28, 2019     December 29, 2018
(in thousands, except percentages)
Total revenue                                562,083               496,371
Products sold                                  2,940                 2,408
Adjusted EBITDA                    $          93,219     $          87,418
Adjusted EBITDA margin                          16.6 %                17.6 %



Products sold

Products sold represents the number of products that are sold during a period, net of returns. Products sold has been redefined to align with our new product revenue categories and includes the sale of products in the Sonos speakers and Sonos system products categories as well as units sold through our partnerships with IKEA and Sonance from our Partner products and other revenue category. Our historical products sold metric has been recast to reflect the change in product revenue categorization and now includes Sonos Boost and module units. Products sold excludes accessories, which have not materially contributed to our revenue historically. Growth rates between products sold and revenue are not perfectly correlated because our revenue is affected by other variables, such as the mix of products sold during the period, promotional discount activity and the introduction of new products that may have higher or lower than average selling prices.

Adjusted EBITDA and adjusted EBITDA margin

We define adjusted EBITDA as net income (loss) adjusted to exclude the impact of stock-based compensation expense, depreciation, interest, other income (expense), taxes and other items that we do not consider representative of our underlying operating performance.

We define adjusted EBITDA margin as adjusted EBITDA divided by revenue. See "Non-GAAP financial measures" below for information regarding our use of adjusted EBITDA and adjusted EBITDA margin and a reconciliation of net income to adjusted EBITDA.

Non-GAAP financial measures

To supplement our condensed consolidated financial statements presented in accordance with U.S. GAAP, we monitor and consider adjusted EBITDA and adjusted EBITDA margin, which are non-GAAP financial measures. These non-GAAP financial measures are not based on any standardized methodology prescribed by U.S. GAAP and are not necessarily comparable to similarly titled measures presented by other companies.




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We use these non-GAAP financial measures to evaluate our operating performance and trends and make planning decisions. We believe that these non-GAAP financial measures help identify underlying trends in our business that could otherwise be masked by the effect of the expenses and other items that we exclude in these non-GAAP financial measures. Accordingly, we believe that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our operating results, enhance the overall understanding of our past performance and future prospects and allow for greater transparency with respect to key financial metrics used by our management in its financial and operational decision-making. Adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures, and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with U.S. GAAP. There are a number of limitations related to the use of adjusted EBITDA rather than net income (loss), which is the nearest U.S. GAAP equivalent of adjusted EBITDA, and the use of adjusted EBITDA margin rather than operating margin, which is the nearest U.S. GAAP equivalent of adjusted EBITDA margin. Some of these limitations are:



•      these non-GAAP financial measures exclude depreciation and, although these
       are non-cash expenses, the assets being depreciated may be replaced in the
       future;


•      these non-GAAP financial measures exclude stock-based compensation
       expense, which has been, and will continue to be, a significant recurring
       expense for our business and an important part of our compensation
       strategy;


•      these non-GAAP financial measures do not reflect interest income,
       primarily resulting from interest income earned on our cash and cash
       equivalent balances;


•      these non-GAAP financial measures do not reflect interest expense, or the
       cash requirements necessary to service interest or principal payments on
       our debt, which reduces cash available to us;


•      these non-GAAP financial measures do not reflect the effect of foreign
       currency exchange gains or losses, which is included in other income
       (expense), net;


•      these non-GAAP financial measures do not reflect the provision for or
       benefit from income tax that may result in payments that reduce cash
       available to us;


•      these non-GAAP financial measures do not reflect non-recurring expenses
       and other items that are not considered representative of our underlying
       operating performance which reduce cash available to us; and


•      the expenses and other items that we exclude in our calculation of these
       non-GAAP financial measures may differ from the expenses and other items,
       if any, that other companies may exclude from these non-GAAP financial
       measures when they report their operating results.


Because of these limitations, these non-GAAP financial measures should be considered along with other operating and financial performance measures presented in accordance with U.S. GAAP.




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The following table presents a reconciliation of net income to adjusted EBITDA:


                                               Three Months Ended
                                         December 28,      December 29,
                                             2019              2018
(in thousands, except percentages)
Net income                              $      70,775     $      61,667
Add (deduct):
Depreciation                                    9,105             9,867
Stock-based compensation expense               13,204             9,032
Interest income                                  (998 )            (273 )
Interest expense                                  453               671
Other (income) expense, net                    (4,424 )           3,999
Provision for income taxes                      1,656             2,455
Legal and transaction related costs (1)         3,448                 -
Adjusted EBITDA                         $      93,219     $      87,418
Revenue                                 $     562,083     $     496,371
Adjusted EBITDA margin                           16.6 %            17.6 %



(1)    Legal and transaction related costs consist of expenses related to our IP
       litigation against Alphabet Inc. and Google LLC as well as legal and
       transaction costs associated with our recent acquisition activity which we
       do not consider representative of our underlying operating performance.


Factors affecting performance

New product introductions. Since 2005, we have released a number of products in multiple audio categories. We intend to introduce new products that appeal to a broad set of consumers, as well as bring our differentiated listening platform and experience to all the places and spaces where our customers listen to the breadth of audio content available, including outside of the home.

Seasonality. Historically, we have experienced the highest levels of revenue in the first fiscal quarter of the year coinciding with the holiday shopping season and our promotional activities.

Components of results of operations

Revenue

Beginning in the first quarter of fiscal 2020, we began reporting our product revenue under the following new categories: Sonos speakers, Sonos system products and Partner products and other revenue to further align revenue reporting with the evolving nature of our products, how customers purchase across multiple categories and how we evaluate our business. We generate substantially all of our revenue from the sale of Sonos speakers and Sonos system products. We also generate a portion of revenue from Partner products and other revenue sources, such as module revenue from our IKEA partnership, architectural speakers from our Sonance partnership and accessories such as speaker stands and wall mounts, as well as professional services and licensing revenue. We attribute revenue from our IKEA partnership to our APAC region, as our regional revenue is defined by the shipment location of the module units. Our revenue is recognized net of allowances for returns, discounts, sales incentives and any taxes collected from customers. We also defer a portion of our revenue that is allocated to unspecified software upgrades and cloud-based services. Our revenue is subject to fluctuation based on the foreign currency in which our products are sold, principally for sales denominated in the euro and the British pound. The introduction of new products may result in an increase in revenue but may also impact revenue generated from existing products as consumers shift purchases to new products.



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Cost of revenue

Cost of revenue consists of product costs, including costs of our contract manufacturers for production, component product costs, shipping and handling costs, tariffs, duty costs, warranty replacement costs, packaging, fulfillment costs, manufacturing and tooling equipment depreciation, warehousing costs, hosting costs and excess and obsolete inventory write-downs. In addition, we allocate certain costs related to management and facilities, personnel-related expenses and other expenses associated with supply chain logistics. Personnel-related expenses consist of salaries, bonuses, benefits and stock-based compensation expenses.

Gross profit and gross margin

Our gross margin may, in the future, fluctuate from period to period based on a number of factors, including the mix of products we sell, the channel mix through which we sell our products, the foreign currency in which our products are sold and tariffs and duty costs implemented by governmental authorities.

Operating expenses

Operating expenses consist of research and development, sales and marketing and general and administrative expenses.

Research and development. Research and development expenses consist primarily of personnel-related expenses, consulting and contractor expenses, tooling, test equipment, prototype materials and related overhead costs. To date, software development costs have been expensed as incurred, because the period between achieving technological feasibility and the release of the software has been short and development costs qualifying for capitalization have been insignificant.

Sales and marketing. Sales and marketing expenses consist primarily of advertising and marketing promotions of our products and personnel-related expenses, as well as trade show and event costs, sponsorship costs, consulting and contractor expenses, travel, product display expenses and related depreciation, customer care costs and overhead costs.

General and administrative. General and administrative expenses consist of personnel-related expenses for our finance, legal, human resources and administrative personnel, as well as the costs of professional services, information technology, litigation expenses, patent costs, related overhead and other administrative expenses.

Other income (expense), net

Interest income. Interest income consists primarily of interest income earned on our cash and cash equivalents balances.

Interest expense. Interest expense consists primarily of interest expense associated with our debt financing arrangements and amortization of debt issuance costs.

Other income (expense), net. Other income (expense), net consists primarily of our foreign currency exchange gains and losses relating to transactions and remeasurement of asset and liability balances denominated in currencies other than the U.S. dollar. We expect our foreign currency gains and losses to continue to fluctuate in the future due to changes in foreign currency exchange rates.

Provision for income taxes

We are subject to income taxes in the United States and foreign jurisdictions in which we operate. Foreign jurisdictions have statutory tax rates different from those in the United States. Accordingly, our effective tax rate will vary depending on the relative proportion of foreign to U.S. income, the utilization of foreign tax credits and changes in tax laws.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance



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is provided when it is more likely than not that the deferred tax assets will not be realized. We have established a full valuation allowance to offset our U.S. and certain foreign net deferred tax assets due to the uncertainty of realizing future tax benefits from our net operating loss carryforwards and other deferred tax assets. It is possible that within the next 12 months there may be sufficient evidence to release a significant portion of the U.S. valuation allowance. Release of the U.S. valuation allowance would result in the establishment of certain deferred tax assets and a benefit to income tax expense for the period the release is recorded which could have a material impact on net earnings. The exact timing and amount of the valuation allowance release are subject to change based on the level of profitability achieved.





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Results of operations



The following table sets forth our condensed consolidated results of operations
for the periods indicated. The period-to-period comparison of financial results
is not necessarily indicative of financial results to be achieved in future
periods.
                                                       Three Months Ended
                                              December 28,             December 29,
                                                  2019                     2018
(Dollars in thousands)                        $           %            $           %
Revenue                                  $ 562,083     100.0  %   $ 496,371     100.0  %
Cost of revenue (1)                        334,463      59.5        301,082      60.7
Gross profit                               227,620      40.5        195,289      39.3
Operating expenses
Research and development (1)                52,526       9.3         37,095       7.5
Sales and marketing (1)                     77,423      13.8         65,852      13.3
General and administrative (1)              30,209       5.4         23,823       4.8
Total operating expenses                   160,158      28.5        126,770      25.5
Operating income                            67,462      12.0         68,519      13.8
Other income (expense), net
Interest income                                998       0.2            273       0.1
Interest expense                              (453 )    (0.1 )         (671 )    (0.1 )
Other income (expense), net                  4,424       0.8         (3,999 )    (0.8 )
Total other income (expense), net            4,969       0.9         (4,397 )    (0.9 )

Income before provision for income taxes    72,431      12.9         64,122      12.9
Provision for income taxes                   1,656       0.3          2,455       0.5
Net income                               $  70,775      12.6  %   $  61,667      12.4  %
Adjusted EBITDA (2)                      $  93,219      16.6  %   $  87,418      17.6  %

(1) Amounts include stock-based compensation expense as follows:





                                                Three Months Ended
                                         December 28,        December 29,
                                             2019                2018
                                           $         %         $         %
Cost of revenue                        $    282    0.1 %   $    184      - %
Research and development                  5,116    0.9        3,604    0.7
Sales and marketing                       3,541    0.6        2,681    0.5
General and administrative                4,265    0.8        2,563    0.5

Total stock-based compensation expense $ 13,204 2.3 % $ 9,032 1.8 %





(2)     Adjusted EBITDA is a financial measure that is not calculated in
       accordance with U.S. GAAP. See the section titled "Non-GAAP financial
       measures" above.






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Comparison of the three and three months ended December 28, 2019 and December 29, 2018

Revenue

Comparison of the three months ended December 28, 2019 and December 29, 2018



                                                Three Months Ended                  Change
                                           December 28,    December 29,
                                               2019            2018             $            %
(dollars in thousands)
Sonos speakers                            $    466,677     $   436,105     $  30,572          7.0 %
Sonos system products                           61,521          52,434         9,087         17.3 %
Partner products and other revenue              33,885           7,832        26,053        332.6 %
Total revenue                             $    562,083     $   496,371     $  65,712         13.2 %



Total revenue grew for the three months ended December 28, 2019 compared to the three months ended December 29, 2018 due to growth in all product categories with the largest contribution coming from our Sonos speakers and Partner products and other revenue categories.

Sonos speakers revenue growth was driven by the introduction of Sonos One SL and Sonos Move in September 2019. Sonos system product revenue growth was driven by the success of Sonos AMP and and the launch of Sonos Port in September 2019. Partner products and other revenue growth was driven by the continued success of the IKEA relationship, which launched in the second quarter of fiscal 2019.

Revenue for the three months ended December 28, 2019 compared to the three months ended December 29, 2018 increased 17.2 % in Americas and decreased 1.5% in EMEA. The increase in APAC by 114.0% was primarily due to the recognition of IKEA related revenue in that region as our regional revenue is defined by the shipment location of the module units.

In constant currency U.S. dollars, total revenue increased by 14.5% for the three months ended December 28, 2019 compared to the three months ended December 29, 2018. We calculate constant currency growth percentages by translating our prior-period financial results using the current period average currency exchange rates and comparing these amounts to our current period reported results.



                                             Three Months Ended                 Change
                                   December 28, 2019    December 29, 2018     $       %
(products sold units in thousands)
Total products sold                     2,940                       2,408    532    22.1 %



Volume growth of products sold for the three months ended December 28, 2019 compared to the three months ended December 29, 2018 was driven by growth in all product categories. The volume growth was driven by module units sold as a part of the launch of our IKEA partnership in the second quarter of fiscal 2019 and the launches of several new products including Sonos One SL, Sonos Move and Sonos AMP.




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Cost of revenue and gross profit

Comparison of the three months ended December 28, 2019 and December 29, 2018



                                  Three Months Ended                     Change
                        December 28, 2019     December 29, 2018        $         %
(dollars in thousands)
Cost of revenue        $         334,463     $         301,082     $ 33,381    11.1 %
Gross profit           $         227,620     $         195,289     $ 32,331    16.6 %
Gross margin                        40.5 %                39.3 %


The increase in cost of revenue for the three months ended December 28, 2019 compared to the three months ended December 29, 2018 was driven by the increase in products sold and approximately $19.6 million of tariffs on products imported to the U.S. from China. This increase was partially offset by product and material cost reductions and mix shifts.

Gross margin increased 120 basis points for the three months ended December 28, 2019 compared to the three months ended December 29, 2018. The increase was driven by volume and mix shifts into higher margin products as well as product and material cost reductions. Excluding the effects of tariffs, gross margin would have been 44.0% for the three months ended December 28, 2019. We calculate gross margin excluding the effects of tariffs by removing the impact of tariffs imposed on goods imported to the U.S. from China from gross profit divided by total revenue.




Research and development

Comparison of the three months ended December 28, 2019 and December 29, 2018


                                    Three Months Ended                     Change
                          December 28, 2019     December 29, 2018        $         %
(dollars in thousands)
Research and development $          52,526     $          37,095     $ 15,431    41.6 %
Percentage of revenue                  9.3 %                 7.5 %


The increase in research and development expenses for the three months ended December 28, 2019 compared to the three months ended December 29, 2018 was primarily due to higher personnel-related expenses of $10.3 million as we increased our headcount and added the Snips SAS team and an increase in product development costs, professional fees and other costs of $5.1 million as we continue to invest in new products and features.

Sales and marketing

Comparison of the three months ended December 28, 2019 and December 29, 2018


                                  Three Months Ended                     Change
                        December 28, 2019     December 29, 2018        $         %
(dollars in thousands)
Sales and marketing    $          77,423     $          65,852     $ 11,571    17.6 %
Percentage of revenue               13.8 %                13.3 %


The increase in sales and marketing expenses for the three months ended December 28, 2019 compared to the three months ended December 29, 2018 was due to an increase of $5.8 million in personnel-related costs, driven by



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higher wages and incentive compensation as well as customer care support and an increase in marketing and advertising and other costs of $5.7 million.

General and administrative

Comparison of the three months ended December 28, 2019 and December 29, 2018


                                      Three Months Ended                    Change
                            December 28, 2019     December 29, 2018       $         %
(dollars in thousands)
General and administrative $          30,209     $          23,823     $ 6,386    26.8 %
Percentage of revenue                    5.4 %                 4.8 %


The increase in general and administrative expenses for the three months ended December 28, 2019 compared to the three months ended December 29, 2018 was primarily due to an increase in personnel-related costs of $3.6 million, driven by higher wages and incentive compensation, and an increase of $3.4 million in legal fees paid in connection with our IP litigation and our acquisition of Snips SAS, partially offset by a decrease in other expenses.

Interest income, interest expense and other income (expense), net

Comparison of the three months ended December 28, 2019 and December 29, 2018


                                       Three Months Ended                     Change
                             December 28, 2019     December 29, 2018       $          %
(dollars in thousands)
Interest income             $             998     $             273     $   725        *
Interest expense            $            (453 )   $            (671 )   $   218    (32.5 )%
Other income (expense), net $           4,424     $          (3,999 )   $ 8,423        *
* not meaningful



The increase in interest income for the three months ended December 28, 2019 compared to the three months ended December 29, 2018 was primarily due to higher balances and yields in our cash and cash equivalents. The decrease in interest expense for the three months ended December 28, 2019 compared to the three months ended December 29, 2018 was primarily driven by a lower principal balance. The increase in other income (expense), net for the three months ended December 28, 2019 compared to the three months ended December 29, 2018 was due to foreign currency exchange gains.

Provision for income taxes

Comparison of the three months ended December 28, 2019 and December 29, 2018


                                       Three Months Ended                     Change
                            December 28, 2019     December 29, 2018        $          %
(dollars in thousands)
Provision for income taxes $       1,656         $             2,455    $ (799 )   (32.5)%


Provision for income taxes decreased from $2.5 million for the three months ended December 29, 2018 to $1.7 million for the three months ended December 28, 2019. For the three-months ended December 28, 2019, we recorded a provision for income taxes of $0.5 million for certain profitable foreign entities and $1.8 million for U.S. state income tax for a total provision of $2.3 million before discrete items. We recorded a discrete income tax benefit of approximately $0.6 million as a result of a favorable release of uncertain tax positions in the U.S. coinciding with



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the issuance of the Base Erosion and Anti-Abuse Tax ("BEAT") Regulations. For the three months ended December 28, 2019, we calculated our U.S. income tax provision using the discrete method as though the interim year to date period was an annual period. We believe that the application of the estimated annual effective tax rate ("AETR") method generally required by ASC 740 is impractical for the U.S. tax provision given that normal deviations in the projected pre-tax net income (loss) in the U.S. could result in a disproportionate and unreliable effective tax rate under the AETR method.

We recorded a provision for income taxes of $0.4 million for certain profitable foreign entities and a provision of $2.1 million for U.S. federal and state income tax for a total provision of $2.5 million for the three months ended December 29, 2018.






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Liquidity and capital resources

Our operations are financed primarily through cash flow from operating activities, net proceeds from the sale of our equity securities, including net proceeds of $90.6 million from the closing of our IPO on August 6, 2018, and borrowings under our Term Loan and Credit Facility. As of December 28, 2019, our principal sources of liquidity consisted of cash flow from operating activities, cash and cash equivalents of $408.4 million, including $108.4 million held by our foreign subsidiaries, proceeds from exercise of stock options and borrowing capacity under the Credit Facility. In accordance with our policy, the undistributed earnings of our non-U.S. subsidiaries remain indefinitely reinvested outside of the United States as of December 28, 2019, as they are required to fund needs outside the United States. In the event funds from foreign operations are needed to fund operations in the United States and if U.S. tax has not already been previously provided, we may be required to accrue and pay additional U.S. taxes to repatriate these funds.

We believe our existing cash and cash equivalent balances, cash flow from operations and committed credit lines will be sufficient to meet our working capital and capital expenditure needs for the next 12 months. Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth, the timing and extent of spending on research and development efforts and other business initiatives, our planned sales and marketing activities, the timing of new product introductions, market acceptance of our products and overall economic conditions. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. The sale of additional equity would result in additional dilution to our stockholders. The incurrence of additional debt financing would result in increased debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations.

Debt obligations

Our debt obligations consist of the Credit Facility, the Term Loan and debt acquired in our acquisition of Snips SAS. Our short- and long-term debt obligations as of December 28, 2019 and September 28, 2019 was as follows:


                                                         As of
                                      December 28, 2019        September 28, 2019
                                     Rate        Balance       Rate        Balance
(dollars in thousands)
Term Loan (1)                        4.2 %     $  31,666       4.6 %     $  33,333
Other debt (2)                                     1,106                         -
Unamortized debt issuance costs (3)                 (141 )                    (160 )
Total indebtedness                                32,631                    33,173
Less short-term portion                           (9,439 )                  (8,333 )
Long-term debt                                 $  23,192                 $  24,840



(1)    Due in October 2021, bears interest at a variable rate equal to an
       adjusted LIBOR plus 2.25% and is payable quarterly.


(2)    Other debt consists of debt acquired through recent acquisition activity
       and was settled subsequent to the period of this report in January 2020.


(3)    Debt issuance costs are recorded as a debt discount and recorded as
       interest expense over the term of the agreement.


The Credit Facility allows us to borrow up to $80.0 million restricted to the value of the borrowing base which is based on the value of our inventory and accounts receivable and is subject to monthly redetermination. The Credit Facility matures in October 2021 and may be drawn as Commercial Bank Floating Rate Loans (at the higher of prime rate or adjusted LIBOR plus 2.50%) or Eurocurrency Loans (at LIBOR plus an applicable margin). As of both December 28, 2019 and September 28, 2019, we did not have any outstanding borrowings and had $4.5 million in undrawn letters of credit that reduce the availability under the Credit Facility.

Debt obligations under the Credit Facility and the Term Loan require that we maintain a consolidated fixed charge ratio of at least 1.0, restrict distribution of dividends unless certain conditions are met, such as having a fixed



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charge ratio of at least 1.15, and require financial statement reporting and delivery of borrowing base certificates. As of December 28, 2019 and September 28, 2019, we were in compliance with all financial covenants. The Credit Facility and the Term Loan are collateralized by eligible inventory and accounts receivable, as well as our intellectual property including patents and trademarks. Cash flows

The following table summarizes our cash flows for the periods indicated:


                                                                    Three Months Ended
                                                          December 28, 2019     December 29, 2018
(In thousands)
Net cash provided by (used in):
Operating activities                                     $         118,840     $          92,050
Investing activities                                               (51,536 )              (5,372 )
Financing activities                                                 1,224                  (105 )
Effect of exchange rate changes                                      1,254                  (133 )

Net change in cash, cash equivalents and restricted cash $ 69,782 $ 86,440

Cash flows from operating activities

Net cash provided by operating activities of $118.8 million for the three months ended December 28, 2019 consisted of net income of $70.8 million, non-cash adjustments of $21.9 million and a net increase in cash related to changes in operating assets and liabilities of $26.2 million. Non-cash adjustments primarily consisted of stock-based compensation expense of $13.2 million and depreciation of $9.1 million. The change in operating assets and liabilities was primarily due to a decrease in inventory of $107.3 million due to the seasonality of our business, an increase in other liabilities of $11.2 million and an increase in deferred revenue of $4.9 million. The increase in net change in operating assets and liabilities was offset by a decrease in accounts payable and accrued expenses of $39.4 million related to the decrease in inventory, an increase in accounts receivable of $31.4 million due to the seasonality of our business, a decrease in accrued compensation of $14.6 million and an increase in other assets of $11.9 million.

Cash flows from investing activities

Cash used in investing activities for the three months ended December 28, 2019 of $51.5 million was primarily due to net cash paid for acquisition activity of $35.6 million as well as payments for property and equipment, which were primarily comprised of manufacturing-related tooling and test equipment to support the launch of new products, leasehold improvements and marketing-related product displays.

Cash flows from financing activities

Cash provided by financing activities for the three months ended December 28, 2019 of $1.2 million primarily consisted of proceeds from exercise of stock options of $8.0 million, partially offset by payments for purchases of treasury stock of $5.1 million and repayments of borrowings of $1.7 million.

Commitments and contingencies

At December 28, 2019, we had $34.8 million in non-cancelable purchase commitments for inventory we expect to purchase in the remainder of fiscal 2020.

Off-balance sheet arrangements

We have not entered into any off-balance sheet arrangements, except as described above, and do not have any holdings in variable interest entities.




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Critical accounting policies and estimates

Our unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from those estimates.

Other than items discussed in Note 2 of our condensed consolidated financial statements, there have been no material changes to our critical accounting policies as compared to the critical accounting policies and significant judgments and estimates disclosed in our Annual Report.

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