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.

We work to ensure that we are meeting customer needs, staying ahead of industry
trends, and investing in the right areas through a close and interactive
relationship with our customer base. The Avid Customer Association was
established to be an innovative and influential media technology community. It
represents thousands of organizations and over 30,000 professionals from all
levels of the industry including inspirational and award-winning thought
leaders, innovators, and storytellers. The Avid Customer Association fosters
collaboration between Avid, its customers, and other industry colleagues to help
shape our product offerings and provide a means to shape our industry together.

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 March 31, 2022, we had approximately 432,000 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.

Avid continued to invest in our Digital Transformation Initiative through the
first quarter of 2022, 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 over the next four years, 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 months ended March 31, 2022 and 2021 is as follows (in thousands):


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                                           Three Months Ended March 31,
                                                2022                    2021
Subscriptions                       $         32,954                 $ 24,868
Maintenance                                   28,327                   29,852
Subscriptions and Maintenance                 61,281                   54,720
Perpetual Licenses                             5,197                    7,058
Software Licenses and Maintenance             66,478                   

61,778


Integrated solutions                          28,212                   

26,209


Professional services & training               5,959                    6,377
Total revenue                       $        100,649                 $ 94,364

Recent Developments Affecting on Our Business



The COVID-19 pandemic has created significant global economic uncertainty which
adversely impacted our business and the business of our customers and partners
during 2020. However, our results through 2021 and the first quarter of 2022,
reflected a gradual recovery in spending levels with the continuing positive
signs of recovery from the impacts of the COVID-19 pandemic driven by
vaccination and government stimulus programs, particularly in the United States.
At the same time, certain countries continue to face challenges and there
remains uncertainty relating to the ongoing spread and severity of the virus and
its variants. Although we are encouraged by the trends we have seen, to the
extent that the pandemic continues to have negative impacts on economies, our
results could be affected and uneven. Ongoing effects of the COVID-19 pandemic
and its subsequent variants continue to complicate supply chain logistics and
cause delays, and the Russian invasion of Ukraine may exacerbate supply chain
issues further. Consequently, we will continue to evaluate our financial
position in light of future developments, particularly those relating to
COVID-19.

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.

We believe that our critical accounting policies and estimates are those related
to revenue recognition and allowances for sales returns and exchanges,
stock-based compensation, 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, 2021 in Item 7, "Management's
Discussion and Analysis of Financial Condition and Results of Operations," under
the heading "Critical Accounting Policies and Estimates". There have been no
significant changes to our critical accounting policies and estimates since our
Annual Report on Form 10-K for the year ended December 31, 2021.
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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 months
ended March 31, 2022 and 2021:

                                               Three Months Ended March 31,
                                                    2022                   2021
         Net revenues:
         Subscriptions                                        32.7  %      26.4  %
         Maintenance                                          28.1  %      31.6  %
         Integrated solutions & other                         39.2  %      

42.0 %


         Total net revenues                                  100.0  %     100.0  %
         Cost of revenues                                     33.7  %      34.9  %
         Gross margin                                         66.3  %      65.1  %

Operating expenses:


         Research and development                             16.6  %      

16.3 %


         Marketing and selling                                21.8  %      

22.0 %


         General and administrative                           14.7  %      

14.5 %


         Restructuring costs, net                                -  %       

1.1 %


         Total operating expenses                             53.1  %      

53.9 %


         Operating income                                     13.2  %      

11.2 %


         Interest expense, net                                (1.5) %      

(2.2) %


         Other income, net                                    (0.1) %      

(3.8) %


         Income before income taxes                           11.6  %       

5.2 %


         Provision for income taxes                            1.1  %       0.5  %
         Net income                                           10.5  %       4.7  %



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, 2021.

                   Net Revenues for the Three Months Ended March 31, 2022 and 2021
                                       (dollars in thousands)
                                               2022                 Change                 2021
                                           Net Revenues          $           %         Net Revenues
Subscriptions                             $      32,954      $ 8,086       32.5%      $      24,868
Maintenance                                      28,327       (1,525)      (5.1)%            29,852
Integrated solutions & other                     39,368         (276)      (0.7)%            39,644
Total net revenues                        $     100,649      $ 6,285        6.7%      $      94,364



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           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 months ended March 31, 2022 and 2021:



                                                Three Months Ended March 31,
                                                 2022                      2021
           United States                         44%                       42%
           Other Americas                         5%                        5%
           Europe, Middle East and Africa        39%                       39%
           Asia-Pacific                          12%                       14%



Subscription Revenues

Our subscription revenues are derived primarily from sales of our Media
Composer, Pro Tools, and Sibelius offerings. Subscription revenues increased
$8.1 million, or 32.5%, for the three months ended March 31, 2022, compared to
the same period in 2021. The increase for the three months ended March 31, 2022
was primarily a result of new customers adopting our subscription solutions and
customers transitioning from our perpetual product licenses to our
subscription-based model.

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 they need 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 $1.5 million, or
5.1%, for the three months ended March 31, 2022, compared to the same period in
2021. The decrease for the three months ended March 31, 2022 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, and live-sound systems as well as professional and learning
services. Integrated solutions and other revenues decreased slightly, for the
three months ended March 31, 2022, compared to the same period in 2021 as the
result of delayed shipments due to supply chain issues.


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.







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Costs of Revenues and Gross Profit



                   Costs of Revenues and Gross Profit for the Three Months Ended March 31, 2022 and 2021
                                                  (dollars in thousands)
                                                     2022                          Change                          2021
                                                    Costs                $                     %                  Costs
Subscriptions                                    $   5,602          $   2,987               114.2%             $   2,615
Maintenance                                          5,277               (297)              (5.3)%                 5,574
Integrated solutions & other                        23,006             (1,753)              (7.1)%                24,759
  Total cost of revenues                         $  33,885          $     937                2.8%              $  32,948

Gross profit                                     $  66,764          $   5,348                8.7%              $  61,416




                                    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,
2021.

Our gross margin percentage for the three months ended March 31, 2022 increased
to 66.3% from 65.1% compared to the same period in 2021. This increase was
primarily due to increased volume on our higher margin subscription revenue as
well as an improvement in our integrated solutions gross margin. This was offset
by the decrease in our subscription margins due to increased customer care costs
being allocated to subscription.

                                     Gross Margin % for the Three Months Ended March 31, 2022 and 2021
                                                       2022 Gross                                                            2021 Gross
                                                        Margin %                            Change                            Margin %
Subscription                                              83.0%                             (6.5)%                             89.5%
Maintenance                                               81.4%                              0.1%                              81.3%
Integrated solutions & other                              41.6%                              4.1%                              37.5%
Total                                                     66.3%                              1.2%                              65.1%



              Gross Margin % for the Nine Months Ended September 30, 2021 and 2020






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Operating Expenses and Operating Income




                 Operating Expenses and Operating Income for the Three 

Months Ended March 31, 2022 and 2021


                                                   (dollars in thousands)
                                                      2022                          Change                           2021
                                                    Expenses              $                     %                  Expenses
Research and development                          $  16,736          $   1,319                 8.6%              $  15,417
Marketing and selling                                21,927              1,183                 5.7%                 20,744
General and administrative                           14,811              1,176                 8.6%                 13,635
Restructuring costs, net                                 15             (1,059)              (98.6)%                 1,074
Total operating expenses                          $  53,489          $   2,619                 5.1%              $  50,870

Operating income                                  $  13,275          $   2,729                25.9%              $  10,546



                                  Operating Expenses and Operating Loss for

the Nine Months Ended September 30, 2021 and 2020

Research and Development Expenses



Research and development ("R&D") expenses include costs associated with the
development of new products and the enhancement of existing products, and
consist primarily of employee compensation and benefits, facilities costs,
depreciation, costs for consulting and temporary employees, and prototype and
other development expenses. R&D expenses increased $1.3 million, or 8.6%, for
the three months ended March 31, 2022, compared to the same period in 2021. The
increase in R&D expenses was primarily due to increased consulting and outside
research and development services for the three months ended March 31,
2022, compared to the same period in 2021.

Change in R&D Expenses for the Three Months Ended March 31, 2022 and 2021

Change in R&D Expenses for the Nine Months Ended September 30, 2021 and 2020

Marketing and Selling Expenses



Marketing and selling expenses consist primarily of employee compensation and
benefits for selling, marketing and pre-sales customer support personnel,
commissions, travel expenses, advertising and promotional expenses, web design
costs, and facilities costs. The tables below provide further details regarding
the changes in components of marketing and selling expenses.

             Change in Marketing and Selling Expenses for the Three Months 

Ended March 31, 2022 and 2021


                                               (dollars in thousands)
                                                                                 2022 Increase (Decrease) From 2021
                                                                                      $                      %
Personnel-related                                                                        225                   1.4  %
Advertising and promotions                                                               370                  76.3  %
Consulting and outside services                                                          369                  51.5  %
Foreign exchange (gains) and losses                                                      727               1,115.4  %
Other                                                                                   (508)                (14.3) %
Total marketing and selling expenses decrease                                  $       1,183                   5.7  %



Change in Marketing and Selling Expenses for the Nine Months Ended September 30, 2021 and 2020





The increase in advertising and promotions expenses for the three months ended
March 31, 2022, compared to the same period in 2021, was primarily the result of
resuming our attendance at trade shows that were paused in 2021 and increased
advertising
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efforts to promote increased sales. The increase in consulting and outside
services for the three months ended March 31, 2022 was primarily due to an
increased used of external contractors to provide marketing and promotional
support as well as assist in our digital transformation initiative. The change
in foreign exchange translations for the three months ended March 31, 2022,
compared to the same period in 2021, was due to foreign exchange gains and
losses from foreign currency denominated transactions and the revaluation of
foreign currency denominated assets and liabilities. These foreign exchange
changes were primarily due to the euro-dollar exchange rate volatility. The
decrease in other expenses for the three months ended March 31, 2022 was related
to a reduction in our bad debt allowance.


General and Administrative Expenses



General and administrative ("G&A") expenses consist primarily of employee
compensation and benefits for administrative, executive, finance and legal
personnel, audit, legal and strategic consulting fees, and insurance,
information systems and facilities costs. Information systems and facilities
costs reported within general and administrative expenses are net of allocations
to other expenses categories. The tables below provide further details regarding
the changes in components of G&A expenses.

                    Change in G&A Expenses for the Three Months Ended March 31, 2022 and 2021
                                              (dollars in thousands)
                                                                                          2022 Increase
                                                                                            From 2021
                                                                                      $                    %
Personnel-related                                                                       595                 8.8  %
Facilities and information                                                              151                10.0  %
Other                                                                                   430                 8.0  %
Total G&A expenses increase                                                    $      1,176                 8.6  %




The increase in personnel-related expenses for the three months ended March 31,
2022, compared to the same period in 2021, was primarily due to an increase in
variable related compensation as a result of the Company's continued strong
performance. The increase in other expenses for the three months ended March 31,
2022, compared to the same period in 2021, was primarily a result of business
development activities as well as our digital transformation initiative.

Provision for Income Taxes



                     Provision for Income Taxes for the Three Months Ended March 31, 2022 and 2021
                                                 (dollars in thousands)
                                                 2022                          Change                           2021
                                                                      $                     %
Provision for income taxes                   $   1,126          $      644               133.6%             $     482



                                     Provision for Income Taxes for the

Nine Months Ended September 30, 2021 and 2020




We had a tax provision of 9.6% and 9.9% as a percentage of income and loss
before tax for the three months ended March 31, 2022 and 2021, respectively. The
increase in the tax provision for the three months ended March 31, 2022,
compared to the same period in 2021, is primarily due to the increase in
worldwide pre-tax income. No benefit was provided for the tax loss generated in
the United States due to a full valuation on the deferred tax asset.

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LIQUIDITY AND CAPITAL RESOURCES

Liquidity and Sources of Cash



Our principal sources of liquidity include cash and cash equivalents
totaling $41.2 million as of March 31, 2022, as well as the availability of
borrowings of up to $70.0 million under our revolving Credit Facility. We have
generally funded operations in recent years through the use of existing cash
balances, supplemented from time to time with the proceeds of long-term debt and
borrowings under our credit facilities.

We have continued our commitment to a digital transformation initiative focused
around modernizing our enterprise-wide infrastructure and technologies to
benefit our customers and drive enhanced performance across the company, which
we started in the quarter ended September 30, 2021. Over the next four years we
plan to invest significant funds and resources towards implementing these new
technologies.

On January 5, 2021, we entered into the Credit Agreement with JPMorgan Chase
Bank, N.A. and a syndicate of banks, as collateral and administrative agent, and
the Lenders. Pursuant to the Credit Agreement, the Lenders agreed to provide us
with the Term Loan and the Credit Facility. We borrowed the full amount of the
Term Loan, or $180.0 million, on the closing date, but did not borrow any of the
$70.0 million available under the Credit Facility on the closing date. The
proceeds from the Term Loan, plus available cash on hand, were used to repay
outstanding borrowings of $201.0 million under the Company's prior credit
facility with Cerberus Business Finance, LLC, which was then terminated. Prior
to the maturity of the Credit Facility, any amounts borrowed under the Credit
Facility may be repaid and, subject to the terms and conditions of the Credit
Agreement, reborrowed in whole or in part without penalty.

On February 25, 2022, the Company executed 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 by approximately one year to February 25, 2027, reduced
the applicable interest rate margins by 0.25%, removed the LIBOR floor, moved
the reference rate from LIBOR to SOFR, reset the principal amortization
schedule, and eliminated the fixed charge coverage ratio. The A&R Credit
Agreement contains a financial covenant to maintain a total net leverage ratio
of no more than 4.00 to 1.00 initially, with step downs thereafter. Other terms
of the A&R Credit Agreement remain substantially the same as the Credit
Agreement. The Term Loan, as amended, has an initial interest rate of SOFR plus
an applicable margin of 2.25%, with a 0% floor. The applicable margin for SOFR
loans under the A&R Credit Agreement ranges from 1.75% to 3.0%, depending on the
Company's total net leverage ratio. Both the Term Loan and the revolving Credit
Facility mature on February 25, 2027.

Our ability to satisfy the maximum total net leverage ratio covenant in the
future depends on our ability to increase bookings and billings above levels
experienced over the last 12 months. In recent quarters, we have experienced
volatility in bookings and billings resulting from, among other things, (i) our
transition towards subscription and recurring revenue streams and the resulting
decline in traditional upfront product sales, (ii) dramatic changes in the media
industry and the impact it has on our customers, (iii) the impact of new and
anticipated product launches and features, and (iv) volatility in currency
rates.

In the event revenues in future quarters are lower than we currently anticipate,
we may be forced to take remedial actions which could include, among other
things (and where allowed by the lenders), (i) further cost reductions, (ii)
seeking replacement financing, (iii) raising funds through the issuance of
additional equity or debt securities or the incurrence of additional borrowings,
or (iv) disposing of certain assets or businesses. Such remedial actions, which
may not be available on favorable terms or at all, could have a material adverse
impact on our business. If we are not in compliance with the net leverage ratio
covenant and are unable to obtain an amendment or waiver, such noncompliance may
result in an event of default under the A&R Credit Agreement, which could permit
acceleration of the outstanding indebtedness under the A&R Credit Agreement and
require us to repay such indebtedness before the scheduled due date. If an event
of default were to occur, we might not have sufficient funds available to make
the payments required. If we are unable to repay amounts owed, the lenders may
be entitled to foreclose on and sell substantially all of our assets, which
secure our borrowings under the A&R Credit Agreement.

Our cash requirements vary depending on factors such as the growth of the
business, changes in working capital, and capital expenditures. We anticipate
that we will have sufficient internal and external sources of liquidity to fund
operations and anticipated working capital and other expected cash needs for at
least the next 12 months as well as for the foreseeable future. We also believe
that our financial resources will allow us to manage the anticipated impact of
COVID-19 on our business operations and cash flows for the foreseeable future,
which could include reductions in revenue and delays in payments from customers
and partners. The challenges posed by COVID-19 on our business are constantly
evolving. Consequently, we will continue to evaluate our financial position in
light of future developments, particularly those relating to COVID-19.
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Cash Flows



The following table summarizes our cash flows for the periods presented (in
thousands):

                                                                         Three Months Ended March 31,
                                                                           2022                  2021
Net cash provided by operating activities                           $         7,916          $   12,313
Net cash used in investing activities                                        (3,244)             (1,254)
Net cash used in financing activities                                       (19,991)            (35,003)

Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash

                                                            (254)               (332)

Net decrease in cash, cash equivalents and restricted cash $ (15,573) $ (24,276)

Cash Flows from Operating Activities

Cash provided by operating activities aggregated $7.9 million for the three months ended March 31, 2022. The decrease in cash provided by operations compared to the three months ended March 31, 2021 was primarily due to a change in working capital.

Cash Flows from Investing Activities

For the three months ended March 31, 2022, net cash flows used in investing activities reflected $3.2 million used for the purchase of property and equipment. Our purchases of property and equipment largely consist of computer hardware and software to support R&D activities and information systems.

Cash Flows from Financing Activities

For the three months ended March 31, 2022, net cash flows used in financing activities were primarily the result of our stock repurchase program and our common stock repurchases for tax withholdings for net settlement of equity awards.

RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements To Be Adopted

Our recently adopted and to be adopted accounting pronouncements are set forth in Note 1 "Financial Information" of our Notes to Unaudited Condensed Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.


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