Item 2.02. Results of Operations and Financial Condition.
On October 28, 2020, Avid Technology, Inc. (the "Company") issued a press
release announcing its financial results for the fiscal quarter ended
September 30, 2020 (the "Press Release"). The full text of the Press Release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
The information contained in Item 2.02 is incorporated by reference herein.
Non-GAAP and Operational Measures. The attached Press Release includes financial
measures that are not based on generally accepted accounting principles, or
GAAP. These non-GAAP financial measures, which are not based on a comprehensive
set of accounting rules or principles, include the following: non-GAAP Gross
Profit, non-GAAP Gross Margin, non-GAAP Operating Expenses, non-GAAP Operating
Income (Loss), Adjusted EBITDA, Adjusted EBITDA Margin, non-GAAP Interest and
Other Expense, non-GAAP Income Tax Provision, non-GAAP Net Income (Loss),
non-GAAP Net Income (Loss) Per Share, and Free Cash Flow.
•Non-GAAP Gross Profit is defined as GAAP gross profit, excluding amortization
of intangible assets and stock-based compensation expense.
•Non-GAAP Gross Margin is defined as GAAP gross margin, excluding amortization
of intangible assets and stock-based compensation expense.
•Non-GAAP Operating Expenses are defined as GAAP operating expense excluding
restructuring costs, stock-based compensation, amortization of intangible assets
as well as other unusual items such as costs related to the restatement, M&A
related activity, and efficiency program.
•Non-GAAP Operating Income (Loss) is defined as GAAP operating income (loss)
excluding restructuring costs, stock-based compensation, amortization of
intangible assets as well as other unusual items such as costs related to the
restatement, M&A related activity, and efficiency program.
•Adjusted EBITDA is defined as non-GAAP operating income (loss) excluding
•Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by GAAP Net
•Non-GAAP Interest and Other Expense is defined as GAAP interest and other
expense excluding one-time financing fees and loss on extinguishment of debt.
•Non-GAAP Income Tax Provision is defined as the provision for income taxes on
non-GAAP profit (loss) before income taxes, which is non-GAAP Operating Income
(Loss) excluding Non-GAAP Interest and Other Expense; additionally, the Non-GAAP
Income Tax provision excludes deferred tax expense or benefit associated with
the creation or release of a valuation allowance for deferred tax assets.
•Non-GAAP Net Income (Loss) is defined as Non-GAAP Operating Income (Loss) less
Non-GAAP Interest and Other Expense, and Non-GAAP Income Tax Provision.
•Non-GAAP Net Income (Loss) Per Share is defined as non-GAAP Net Income (Loss)
divided by weighted-average common shares outstanding.
•Free Cash Flow is defined as GAAP operating cash flow less capital
Reconciliations of these non-GAAP financial measures to their most comparable
GAAP measures are contained in the tables accompanying the Press Release. The
Press Release furnished herewith also includes forward-looking non-GAAP
financial measures, including Adjusted EBITDA, Free Cash Flow and Non-GAAP Net
Income (Loss) Per Share. Reconciliations of these forward-looking non-GAAP
financial measures are not included in the Press Release furnished herewith due
to the high variability and difficulty in making accurate forecasts and
projections of some of the excluded information, together with some of the
excluded information not being ascertainable or accessible at this time. As a
result, the Company is unable to quantify certain amounts that would be required
to be included in the most directly comparable GAAP financial measure without
These non-GAAP financial measures reflect how Avid manages its businesses
internally. Avid's non-GAAP measures may vary from how other companies present
non-GAAP measures. This non-GAAP information supplements, and is not
intended to represent a measure of performance in accordance with, disclosures
required by GAAP. Non-GAAP financial measures should be considered in addition
to, not as a substitute for or superior to, financial measures determined in
accordance with GAAP.
The Press Release furnished herewith also includes the operational metrics of
Cloud-enabled software subscriptions, Recurring Revenue, Annual Contract Value
and Revenue Backlog. Definitions of these operational metrics are included in
the supplemental financial and operational data sheet available on our investor
relations webpage at ir.avid.com.
•Cloud-enabled software subscriptions as of the end of a quarter represent the
number of paid subscription licenses under an active contract as of that date,
excluding any licenses that may be receiving service under an active contract
but that are not paid for at that time by the customer, whether due to a
promotion, cancellation or otherwise. For comparison purposes, subscription
numbers for previous quarters have been adjusted from previously published
numbers to (i) include multi-year and multi-seat licenses, and (ii) exclude
certain terminated subscription licenses.
•Recurring Revenue is defined as the sum of subscription revenue, maintenance
revenue and revenue under our long-term contractual agreements.
•LTM Recurring Revenue % is Recurring Revenue divided by Total Net Revenue for
the most recent four quarters.
•Annual Contract Value is defined, as of a given date, as the sum of the
following three components: (i) the annual value of all long-term contractual
agreements in effect on such date, calculated by dividing the total value of
each contract (excluding expected maintenance revenue included in (ii) below and
expected subscription revenue included in (iii) below) divided by the total
number of years of such contract, (ii) maintenance revenue for the quarter ended
on such date, multiplied by four, and (iii) subscription revenue for the quarter
ended on such date, multiplied by four.
•Revenue Backlog consists of firm orders received and includes both (i) orders
where the customer has been invoiced in advance of our performance obligations
being fulfilled and (ii) orders for future product deliveries or services that
have not yet been invoiced by us.
Limitation on Incorporation by Reference. The information furnished in Items
2.02 and 7.01, including the Press Release furnished herewith as Exhibit 99.1
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the
liabilities of that section, nor shall such information be deemed incorporated
by reference in any filing under the Securities Act of 1933 or the Exchange Act,
except as expressly set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements. This Form 8-K, and the
Press Release furnished herewith as Exhibit 99.1 contain forward-looking
statements that involve certain risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by these
statements. Please refer to the cautionary notes in the Press Release regarding
these forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
99.1 Press Release announcing financial results, dated October 28, 2020
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