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 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. In 2018, Avid was named the recipient of the
prestigious Philo T. Farnsworth Award by the Television Academy to honor Avid's
30 years of continuous, transformative technology innovations, including
products that have improved and accelerated the editing and post production
process for television.

Operations Overview



Our strategy for connecting creative professionals and media enterprises with
audiences in a powerful, efficient, collaborative, and profitable way leverages
our Avid 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.
We started offering subscription licensing options for some of our products and
solutions in 2014 and by the end of 2020 had approximately 296,000 paid
subscriptions. These licensing options offer choices in pricing and deployment
to suit our customers' needs. Our subscription offerings to date have primarily
been sold to creative professionals, though 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.

Another key aspect of our strategy has been to implement programs to increase
operational efficiencies and reduce costs. We are making significant changes in
business operations to better support the company's strategy and overall
performance. We are optimizing our go-to-market strategy, simplifying our
strategy to address specific customer markets to help maximize our
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commercial success, which we expect will improve effectiveness, while increasing efficiency and driving growth of our pipeline and ultimately revenue.



A summary of our revenue sources for the year ended December 31, 2020 is as
follows (in thousands):
                                                      Year Ended December 31,
                                                                         2020           2019
       Subscriptions                                                  $  72,831      $  45,181
       Maintenance                                                      124,175        130,443
       Subscriptions and Maintenance                                    

197,006 175,624


       Perpetual Licenses                                               

27,858 34,932


       Software Licenses and Maintenance                                

224,864 210,556


       Integrated Solutions                                             

112,904 172,513


       Professional Services and Training                               

22,698         28,719
       Total Revenue                                                  $ 360,466      $ 411,788

Impact of COVID-19 on Our Business



We have operations in numerous countries, which exposes us to risks associated
with public health crises such as the novel coronavirus (COVID-19) that was
declared a pandemic by the World Health Organization. COVID-19 adversely
impacted our business operations and results of operations for the second, third
and fourth quarters of 2020, as described in more detail in Results of
Operations below. We expect the evolving COVID-19 pandemic to continue to have
an adverse impact on our business and results of operations, as the ongoing
pandemic is likely to continue to depress economic activity and reduce the
demand for our products and services, as well as disrupt supply chains. Although
the duration and severity of the COVID-19 pandemic, and resulting economic
impacts, remain uncertain, we expect that our business operations and results of
operations, will be adversely impacted through 2021, and possibly longer. These
economic impacts are the result of, but not limited to:

•the postponement or cancellation of film and television productions, major
sporting events, and live music events;
•delays in purchasing and projects by our enterprise customers and channel
partners;
•disruption to the supply chain caused by distribution and other logistical
issues, including disruptions arising from government restrictions; and
•decreased productivity due to travel restrictions, work-from-home policies or
shelter-in-place orders.

We are focused on navigating the challenges presented by COVID-19, with a
primary focus on preserving our liquidity and managing our cash flows by taking
preemptive action to enhance our ability to meet our short-term liquidity needs.
To address actual and expected reductions in net revenues, we have reduced our
discretionary spending, revisited our investment strategies, and reduced payroll
costs, including through temporary employee furloughs and pay cuts. In addition,
in May 2020 we received $7.8 million of funding under the U.S. government's
Paycheck Protection Program, or PPP, in the form of a low-interest loan that may
be forgiven under certain conditions. We may be required to take additional
steps to preserve our liquidity depending on the duration and severity of the
pandemic and its impact on our operations and cash flows. For further discussion
of these issues, see "Liquidity and Capital Resources."

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES



Our 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 regularly reevaluate our estimates and
judgments, including those related to the following: revenue recognition and
allowances for sales returns and exchanges; stock-based compensation; income tax
assets and liabilities; and restructuring charges and accruals. 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 that are not readily apparent from other
sources. Actual results may differ from these estimates.

We believe the following critical accounting policies most significantly affect the portrayal of our financial condition and involve our most difficult and subjective estimates and judgments.



Revenue Recognition
We enter into contracts with customers that include various combinations of
products and services, which are typically capable of being distinct and are
accounted for as separate performance obligations. We account for a contract
when (i) it has approval and commitment from both parties, (ii) the rights of
the parties have been identified, (iii) payment terms have been identified, (iv)
the contract has commercial substance, and (v) collectability is probable. We
recognize revenue upon transfer of control of promised products or services to
customers, which typically occurs upon shipment or delivery depending on the
terms of the underlying contracts, in an amount that reflects the consideration
we expect to receive in exchange for those products or services.

See Note P to our Consolidated Financial Statements in Item 8 of this Form 10-K
for disaggregated revenue schedules and further discussion regarding revenue and
deferred revenue performance obligations and the timing of revenue recognition.

We often enter into contractual arrangements that have multiple performance
obligations, one or more of which may be delivered subsequent to the delivery of
other performance obligations. These arrangements may include a combination of
products, support, training, and professional services. We allocate the
transaction price of the arrangement based on the relative estimated standalone
selling price, or SSP, of each distinct performance obligation.

Our process for determining SSP for each performance obligation involves
significant management judgment. In determining SSP, we maximize observable
inputs and consider a number of data points, including:
• the pricing of standalone sales (in the limited instances where available);
• the pricing established by management when setting prices for deliverables
that are intended to be sold on a standalone   basis;
• contractually stated prices for deliverables that are intended to be sold on a
standalone basis;
• other pricing factors, such as the geographical region in which the products
are sold and expected discounts based on the customer size and type.

Determining SSP for performance obligations which we never sell separately also
requires significant judgment. In estimating the SSP in these circumstances, we
consider the likely price that would have resulted from established pricing
practices had the deliverable been offered separately and the prices a customer
would likely be willing to pay.

We only include estimated amounts in the transaction price to the extent it is
probable that a significant reversal of cumulative revenue recognized will not
occur when the uncertainty associated with the variable consideration is
resolved. We reduce transaction prices for estimated returns and other
allowances that represent variable consideration under ASC 606, which we
estimate based on historical return experience and other relevant factors, and
record a corresponding refund liability as a component of accrued expenses and
other current liabilities. Other forms of contingent revenue or variable
consideration are infrequent.

While not a common practice for us, in the event we grant the customer the option to acquire additional products or services in an arrangement, we consider if the option provides a material right to the customer that it would not receive without entering into the contract (e.g., an incremental discount compared to the range of discounts typically given for similar products or services). If a


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material right is deemed to exist, we account for the option as a distinct performance obligation and recognize revenue when those future products or services are transferred or when the option expires.



We also record as revenue all amounts billed to customers for shipping and
handling costs and record the actual shipping costs as a component of cost of
revenues. Reimbursements received from customers for out-of-pocket expenses are
recorded as revenues, with related costs recorded as cost of revenues. We
present revenues net of any taxes collected from customers and remitted to
government authorities.

Our contracts rarely contain significant financing components as payments from
customers are due within a short period from when our performance obligations
are satisfied.

We are applying the practical expedient for the deferral of sales commissions
and other contract acquisition costs, which are expensed as incurred, because
the amortization period would be one year or less.

Stock-Based Compensation



We account for stock-based compensation at fair value. The vesting of stock
options and restricted stock awards may be based on time, performance, market
conditions, or a combination of time, performance, and market conditions. In the
future, we may grant stock awards, options, or other equity-based instruments
allowed by our stock-based compensation plans, or a combination thereof, as part
of our overall compensation strategy.

We generally use the Black-Scholes option pricing model to estimate the fair
value of stock option grants with time-based vesting. The Black-Scholes option
pricing model relies on a number of key assumptions to calculate estimated fair
values. Our assumed dividend yield of zero is based on the fact that we have
never paid cash dividends, we have no present intention to pay cash dividends,
and our current credit agreement limits our ability to pay dividends. Our
expected stock-price volatility assumption is based on actual historic stock
volatility for periods equivalent to the expected term of the award. The assumed
risk-free interest rate is the U.S. Treasury security rate with a term equal to
the expected life of the option. The assumed expected life is based on
company-specific historical experience, considering the exercise behavior of
past grants and models the pattern of aggregate exercises. The fair values of
restricted stock and restricted stock unit awards with time-based vesting are
based on the intrinsic values of the awards at the date of grant as these awards
have a purchase price of $0.01 per share.

We have also issued stock option grants or restricted stock unit awards with
vesting based on market conditions. Performance-based restricted stock units
will vest based on achievement of our relative total shareholder return against
the Russell 2000 Index over a three-year period. The fair values and derived
service periods for all grants that include vesting based on market conditions
are estimated using the Monte Carlo simulation method. For stock option grants
that include vesting based on performance conditions, the fair values are
estimated using the Black-Scholes option pricing model. For restricted stock
unit awards that include vesting based on performance conditions, the fair
values are estimated based on the intrinsic values of the awards at the date of
grant as these awards have a purchase price of $0.01 per share.

Income Tax Assets and Liabilities



We record deferred tax assets and liabilities based on the net tax effects of
tax credits, operating loss carryforwards, and temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes
compared to the amounts used for income tax purposes. We regularly review our
deferred tax assets for recoverability with consideration for such factors as
historical losses, projected future taxable income, and the expected timing of
the reversals of existing temporary differences. A valuation allowance is
recorded when it is more likely than not that some portion or all of the
deferred tax assets will not be realized.

Management believes the remaining deferred tax assets, based largely on the
history of U.S. tax losses, warrant a valuation allowance based on the weight of
available negative evidence. We also determined that a full valuation allowance
is warranted on a portion of our foreign deferred tax assets.

Our assessment of the valuation allowance on our U.S. and foreign deferred tax
assets could change in the future based on our levels of pre-tax income and
other tax-related adjustments. Reversal of the valuation allowance in whole or
in part would result in a non-cash reduction in income tax expense during the
period of reversal. To the extent some or all of our valuation allowance is
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reversed, future financial statements would reflect an increase in non-cash income tax expense until such time as our deferred tax assets are fully utilized.



The amount of income taxes we pay is subject to our interpretation of applicable
tax laws in the jurisdictions in which we file. We have taken and will continue
to take tax positions based on our interpretation of such tax laws. There can be
no assurance that a taxing authority will not have a different interpretation of
applicable law and assess us with additional taxes. Should we be assessed with
additional taxes, it could have a negative impact on our results of operations
or financial condition.

We account for uncertainty in income taxes recognized in our financial
statements by applying a two-step process to determine the amount of tax
provision or benefit to be recognized. First, the tax position must be evaluated
to determine the likelihood that it will be sustained upon examination by the
taxing authorities based on the technical merits of the position. If the tax
position is deemed more likely than not to be sustained, the tax position is
then assessed to determine the amount of provision or benefit to recognize in
the financial statements. The amount of provision or benefit that may be
recognized is the largest amount that has a greater than 50% likelihood of being
realized upon ultimate settlement. Our provision for income taxes includes the
effects of any resulting tax reserves, referred to as unrecognized tax benefits,
that are considered appropriate as well as the related net interest and
penalties.
Restructuring Charges and Accruals

Based on our policies for the calculation and payment of severance benefits, we account for employee-related restructuring charges as an ongoing benefit arrangement in accordance with ASC Topic 712, Compensation - Nonretirement Postemployment Benefits. Severance-related charges are accrued when it is determined that a liability has been incurred, which is when the expected severance payments are probable and can be reasonably estimated.



Restructuring charges require significant estimates and assumptions, including
severance period assumptions. Our estimates involve a number of risks and
uncertainties, some of which are beyond our control, including future real
estate market conditions and our ability to successfully enter into subleases or
termination agreements with terms as favorable as those assumed when arriving at
our estimates. We monitor these estimates and assumptions on at least a
quarterly basis for changes in circumstances and any corresponding adjustments
to the accrual are recorded in our statement of operations in the period when
such changes are known.

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RESULTS OF OPERATIONS

The following table sets forth certain items from our consolidated statements of operations as a percentage of net revenues for the periods indicated:


                                                         Year Ended December 31,
                                                     2020                2019         2018
Net revenues:
Product revenues                                            39.1  %      50.4  %      49.6  %
Services revenues                                           60.9  %      49.6  %      50.4  %
Total net revenues                                         100.0  %     100.0  %     100.0  %
Cost of revenues                                            36.7  %      39.5  %      42.1  %
Gross margin                                                63.3  %      60.5  %      57.9  %
Operating expenses:
Research and development                                    15.8  %      15.1  %      15.1  %
Marketing and selling                                       24.3  %      24.3  %      24.5  %
General and administrative                                  13.0  %      13.0  %      13.3  %
Amortization of intangible assets                              -  %       0.2  %       0.4  %

Restructuring costs, net                                     1.4  %       0.1  %       1.2  %

Total operating expenses                                    54.5  %      52.7  %      54.6  %
Operating income                                             8.8  %       7.8  %       3.3  %
Interest and other expense, net                             (5.3) %      (7.2) %      (5.6) %
Income (loss) before income taxes                            3.5  %       0.6  %      (2.3) %
(Benefit from) provision for income taxes                    0.4  %      (1.2) %       0.3  %

Net income (loss)                                            3.1  %       1.8  %      (2.6) %



Net Revenues

Our net revenues are derived mainly from sales of video and audio products and
solutions for digital media content production, management and distribution, and
related professional services and maintenance contracts. We also sell individual
licenses for our software products through our webstore. 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 and annual operating results. See the risk factors discussed in
Part I - Item 1A under the heading "Risk Factors" of this Form 10-K.
                   Net Revenues for the Years Ended December 31, 2020 and 2019
                                     (dollars in thousands)
                                        2020                   Change                  2019
                                    Net Revenues           $             %         Net Revenues
Video products and solutions       $      77,232      $ (53,993)      (41.1)%     $     131,225
Audio products and solutions              63,530        (12,690)      (16.6)%            76,220
  Total products and solutions           140,762        (66,683)      (32.1)%           207,445
Services                                 219,704         15,361        7.5%             204,343
Total net revenues                 $     360,466      $ (51,322)      (12.5)%     $     411,788


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                  Net Revenues for the Years Ended December 31, 2019 and 2018
                                     (dollars in thousands)
                                         2019                  Change                 2018
                                     Net Revenues          $            %         Net Revenues
Video products and solutions        $     131,225      $ (1,051)      (0.8)%     $     132,276
Audio products and solutions               76,220         3,389        4.7%             72,831
  Total products and solutions            207,445         2,338        1.1%            205,107
Services                                  204,343        (3,832)      (1.8)%           208,175
Total net revenues                  $     411,788      $ (1,494)      (0.4)%     $     413,282

The following table sets forth the percentage of our net revenues attributable to geographic regions for the periods indicated:


                                                     Year Ended December 31,
                                              2020              2019             2018
           United States                      40%               37%              36%
           Other Americas                      7%                8%               7%
           Europe, Middle East and Africa     39%               39%              42%
           Asia-Pacific                       14%               16%              15%


Video Products and Solutions Revenues

2020 Compared to 2019



Video products and solutions revenues decreased $54.0 million, or 41.1%, for
2020, compared to 2019. The decrease in video revenues was primarily due to
customers shifting from perpetual Media Composer licenses to subscription-based
licenses. In addition, there was a decrease in revenue due to overall lower
sales as a result of COVID-19.

2019 Compared to 2018



Video products and solutions revenues decreased $1.1 million, or 0.8%, for 2019,
compared to 2018. The decrease in video revenues was due to customers shifting
from perpetual Media Composer licenses to subscription-based licenses.

Audio Products and Solutions Revenues

2020 Compared to 2019



Audio products and solutions revenues decreased $12.7 million, or 16.6%, for
2020, compared to 2019. The decrease in audio revenues was primarily due to
lower sales as a result of COVID-19,which negatively impacted revenues for the
reasons discussed above under "Executive Overview - Impact of COVID-19 on our
Business."

2019 Compared to 2018

Audio products and solutions revenues increased $3.4 million, or 4.7%, for 2019,
compared to 2018. The increase in audio revenues was primarily due to Pro Tools
subscription increases and higher Control Surface sales and the S1 and S4
product launches in Q4.

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Services Revenues

2020 Compared to 2019



Services revenues are derived primarily from maintenance contracts, subscription
services, as well as professional services and training. The $15.4 million, or
7.5%, increase in services revenues in 2020 was primarily due to strong growth
in our subscription services, partially offset by lower professional services
revenue due to the negative effects of COVID-19.

2019 Compared to 2018



The $3.8 million, or 1.8%, decrease in services revenues for 2019, compared to
2018, was primarily due to a decline in maintenance from the end of sale of
maintenance on certain legacy storage systems at the end of 2018 and a decline
in professional services revenue from exiting lower margin work.

Revenue Backlog



At December 31, 2020, we had revenue backlog of approximately $435.5 million, of
which approximately $231.3 million is expected to be recognized in the next 12
months, compared to $440.2 million of revenue backlog at December 31, 2019.
Revenue backlog, as we define it, consists of firm orders received and includes
both (i) orders where the customer has paid 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. Revenue backlog associated with
arrangement consideration paid in advance primarily consists of deferred revenue
related to (i) the undelivered portion of annual support contracts and (ii)
Implied Maintenance Release PCS performance obligations. Revenue backlog
associated with orders for future product deliveries and services where cash has
not been received primarily consists of (i) product orders received but not yet
shipped, (ii) professional services not yet rendered, and (iii) future years of
multi-year support agreements not yet billed. Our definition of backlog includes
contractual commitments with customers that specify minimum future purchases,
however, since these contractual arrangements do not specify which specific
products and services must be purchased to fulfill these commitments, they do
not meet the definition of an unfulfilled remaining performance obligation under
GAAP.

Orders included in revenue backlog may be reduced, canceled, or deferred by our
customers. The expected timing of the recognition of revenue backlog as revenue
is based on our current estimates and could change based on a number of factors,
including (i) the timing of delivery of products and services, (ii) customer
cancellations or change orders, or (iii) changes in the estimated period of time
Implied Maintenance Release PCS is provided to customers. As there is no
industry standard definition of revenue backlog, our reported revenue backlog
may not be comparable with other companies. Revenue backlog as of any particular
date should not be relied upon as indicative of our net revenues for any future
period.

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;
•amortization of technology; and
•providing professional services and training.

Amortization of technology included in cost of revenues represents the amortization of developed technology assets acquired as part of acquisitions and is described further in the Amortization of Intangible Assets section below.


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               Costs of Revenues for the Years Ended December 31, 2020 and 2019
                                    (dollars in thousands)
                                           2020                 Change                 2019
                                           Costs            $             %            Costs
Products                                $  84,222      $ (25,577)      (23.3)%      $ 109,799
Services                                   47,924         (1,252)       (2.5)%         49,176
Amortization of intangible assets               -         (3,738)      (100.0)%         3,738
 Total cost of revenues                   132,146        (30,567)      (18.8)%        162,713

Gross profit                            $ 228,320      $ (20,755)       (8.3)%      $ 249,075


               Costs of Revenues for the Years Ended December 31, 2019 and 2018
                                    (dollars in thousands)
                                             2019                Change                2018
                                             Costs           $             %           Costs
Products                                  $ 109,799      $   (959)      (0.9)%      $ 110,758
Services                                     49,176        (6,384)      (11.5)%        55,560
Amortization of intangible assets             3,738        (4,062)      (52.1)%         7,800
 Total costs of revenues                    162,713       (11,405)      (6.6)%        174,118

Gross profit                              $ 249,075      $  9,911        4.1%       $ 239,164



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 such as disk drives, and currency exchange-rate fluctuations. Our total
gross margin percentage for 2020, compared to 2019, increased due to a shift
toward more higher margin subscription offerings and positive supply chain
initiatives.
                                                       Gross Margin % for 

the Years Ended December 31, 2020, 2019 and 2018


                                    2020 Gross                   (Decrease) Increase in                  2019 Gross                     Increase in                2018 Gross
                                     Margin %                        Gross Margin %                       Margin %                     Gross Margin %               Margin %
Products                               40.2%                             (6.9)%                             47.1%                           1.1%                     46.0%
Services                               78.2%                              2.3%                              75.9%                           2.6%                     73.3%
Total Gross Margin                     63.3%                              2.8%                              60.5%                           2.6%                     57.9%



2020 Compared to 2019

The products gross margin percentage for 2020 decreased (6.9)% from 2019, due to
a change in mix in products sold as well as the decrease in overall revenue due
to COVID-19. The services gross margin percentage increased 2.3% from 2019 due
to an increase in our high margin subscription business.

2019 Compared to 2018



The products gross margin percentage for 2019 increased to 47.1% from 46.0% for
2018. The change was primarily due to cost savings resulting from our programs
to reduce costs and increase operational efficiencies.

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Operating Expenses and Operating Income


                    Operating Expenses and Operating Income for the Years 

Ended December 31, 2020 and 2019


                                                    (dollars in thousands)
                                                      2020                           Change                           2019
                                                    Expenses              $                      %                  Expenses
Research and development expenses                 $  57,018          $  (5,325)               (8.5)%              $  62,343
Marketing and selling expenses                       87,637            (12,307)               (12.3)%                99,944
General and administrative expenses                  47,052             (6,310)               (11.8)%                53,362
Amortization of intangible assets                         -               (694)              (100.0)%                   694
Restructuring costs, net                              5,046              4,417                702.2%                    629
Total operating expenses                          $ 196,753          $ (20,219)               (9.3)%              $ 216,972

Operating income                                  $  31,567          $    (536)               (1.7)%              $  32,103


                   Operating Expenses and Operating Income for the Years 

Ended December 31, 2019 and 2018


                                                   (dollars in thousands)
                                                       2019                          Change                          2018
                                                     Expenses              $                     %                 Expenses
Research and development expenses                  $  62,343          $     (36)              (0.1)%             $  62,379
Marketing and selling expenses                        99,944             (1,329)              (1.3)%               101,273
General and administrative expenses                   53,362             (1,868)              (3.4)%                55,230
Amortization of intangible assets                        694               (756)              (52.1)%                1,450
Restructuring costs, net                                 629             (4,519)              (87.8)%                5,148
Total operating expenses                           $ 216,972          $  (8,508)              (3.8)%             $ 225,480

Operating income                                   $  32,103          $  18,419               134.6%             $  13,684

Research and Development Expenses



Research and development, or R&D, expenses include costs associated with the
development of new products and the enhancement of existing products, and
consist primarily of employee salaries and benefits, facilities costs,
depreciation, costs for consulting and temporary employees, and prototype and
other development expenses. R&D expenses decreased $5.3 million, or 8.5%, during
the year ended December 31, 2020, compared to 2019. The table below provides
further details regarding the changes in components of R&D expense.
                                         Year-Over-Year Change in R&D 

Expenses for the Years Ended December 31, 2020 and 2019


                                                                        (dollars in thousands)
                                                                        2020 (Decrease)/Increase                                 2019 (Decrease)/Increase
                                                                               From 2019                                                 From 2018
                                                                        $                           %                            $                            %
Personnel-related                                          $                 (3,984)             (10.1)%            $                   2,745                7.5%
Consulting and outside services                                                (196)              (2.2)%                               (1,477)          

(14.1)%


Facilities and information technology                                          (368)              (3.4)%                               (1,651)          

(13.2)%


Computer hardware and supplies                                                 (933)             (42.3)%                                  267               13.8%
Other expenses                                                                  156               18.2%                                    82               11.3%
Total research and development expenses decrease           $                 (5,325)              (8.5)%            $                     (36)              (0.1)%



                                       38

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2020 Compared to 2019



The decrease in personnel-related expenses for 2020, compared to 2019, was
primarily due to a decrease in salary expense as a result of our temporary
furloughs and pay cuts and reduced travel expenses as a result of COVID-19. The
decrease in all other expense categories for 2020 compared to the same periods
in 2019 were primarily due to our initiatives to increase operational
efficiencies and reduce costs as a response to COVID-19.

2019 Compared to 2018



The decreases in all R&D expense categories, except personnel-related, for 2019,
compared to 2018, were primarily the result of our programs to increase
operational efficiencies and reduce costs. The increase in personnel-related
expense was due to an increase in salary expense.

Marketing and Selling Expenses



Marketing and selling expenses consist primarily of employee salaries and
benefits for selling, marketing, and pre-sales customer support personnel,
commissions, travel expenses, advertising and promotional expenses, web design
costs, and facilities costs. Marketing and selling expenses decreased $12.3
million, or 12.3%, during the year ended December 31, 2020, compared to 2019.
The table below provides further details regarding the changes in components of
marketing and selling expense.
                                  Year-Over-Year Change in Marketing and 

Selling Expenses for Years Ended December 31, 2020 and 2019


                                                                        (dollars in thousands)
                                                                        2020 (Decrease)/Increase                                  2019 (Decrease)/Increase
                                                                                From 2019                                                From 2018
                                                                        $                            %                            $                           %
Foreign-exchange (gains) and losses                        $                    (150)             (26.9)%            $                    102               22.5%
Personnel-related                                                             (6,286)              (6.3)%                              (2,132)              (2.1)%
Consulting and outside services                                                 (545)              (5.1)%                               1,129          

9.5%


Facilities and information technology                                         (1,116)              (4.4)%                                 596                2.3%
Advertising and promotions                                                    (4,787)             (79.6)%                              (1,530)             (20.3)%
Other expenses                                                                   577                9.1%                                  506                7.1%
Total marketing and selling expenses decrease              $                 (12,307)             (12.3)%            $                 (1,329)              (1.3)%



2020 Compared to 2019

For the year ended December 31, 2020, net foreign-exchange losses, which are
included in marketing and selling expenses, were $0.4 million, compared to
losses of $0.6 million for 2019. The foreign-exchange losses result from foreign
currency denominated transactions and the revaluation of foreign currency
denominated assets and liabilities. The decrease in personnel-related expenses
for 2020 compared to 2019 was primarily due to decreases in salary expense as a
result of our temporary furloughs and pay cuts and reduced travel expenses as a
result of COVID-19. The decrease in all other expense categories for 2020
compared to 2019 were primarily due to our initiatives to increase operational
efficiencies and reduce costs as a response to COVID-19.

2019 Compared to 2018



For the year ended December 31, 2019, net foreign-exchange losses, which are
included in marketing and selling expenses, were $0.6 million, compared to
losses of $0.5 million for 2018. The foreign-exchange losses result from foreign
currency denominated transactions and the revaluation of foreign currency
denominated assets and liabilities. The decrease in personnel-related expenses
for 2019 compared to 2018, was primarily due to decreases in incentive-based
compensation accrual and decreased travel expenses as a result of our smart
spending initiative. The increase in consulting and outside services for 2019
compared to 2018 was primarily the result of increased webstore fees due to
higher transactions on our webstore. The decrease in advertising and promotions
expenses for 2019 compared to 2018 was primarily the result of our programs to
increase operational efficiencies and reduce costs.

                                       39
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General and Administrative Expenses



General and administrative, or G&A, expenses consist primarily of employee
salaries 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 G&A expenses are net of allocations to other expenses
categories. G&A expenses decreased $6.3 million, or 11.8%, during the year ended
December 31, 2020, compared to 2019. The table below provides further details
regarding the changes in components of G&A expense.
                                        Year-Over-Year Change in G&A 

Expenses for the Years Ended December 31, 2020 and 2019


                                                                       (dollars in thousands)
                                                                        2020 (Decrease)/Increase                                2019 (Decrease)/Increase
                                                                               From 2019                                                From 2018
                                                                        $                           %                            $                           %
Consulting and outside services                            $                 (5,163)             (32.3)%            $                 (1,023)             (6.0)%
Personnel-related                                                              (816)              (3.5)%                              (1,117)             (4.6)%
Facilities and information technology                                          (522)              (6.4)%                                (313)             (3.7)%
Other expenses                                                                  191                3.2%                                  585               10.6%

Total general and administrative expenses decrease         $                 (6,310)             (11.8)%            $                 (1,868)             (3.4)%



2020 Compared to 2019

The decrease in personnel-related expenses for 2020, compared to 2019, was
primarily due to a decrease in salary expense as a result of our temporary
furloughs and pay cuts and reduced travel expenses as a result of COVID-19. The
decrease in all other expense categories for 2020 compared to the same periods
in 2019, were primarily due to our initiatives to increase operational
efficiencies and reduce costs as a response to COVID-19.

2019 Compared to 2018



The decrease in consulting and outside services expenses for 2019, compared to
2018, was primarily the result of decreases in litigation expenses and
contractors costs. The decrease in personnel-related expenses for 2019 compared
to 2018 was due to decreases in incentive-based compensation accrual. The
decrease in facilities and information technology was primarily the result of
our cost efficiency program.

Amortization of Intangible Assets



Intangible assets result from acquisitions and include developed technology,
customer-related intangibles, trade names, and other identifiable intangible
assets with finite lives. These intangible assets are amortized using the
straight-line method over the estimated useful lives of such assets, which are
generally two years to 12 years. Amortization of developed technology is
recorded within cost of revenues. Amortization of customer-related intangibles,
trade names, and other identifiable intangible assets is recorded within
operating expenses.

As of June 30, 2019, intangible assets were fully amortized. See Note G,
Intangible Assets and Goodwill, to our Consolidated Financial Statements in Item
8 of the Form 10-K for further information regarding our identifiable intangible
assets.

Restructuring Costs, Net

In February 2016, we committed to a restructuring plan that encompassed a series
of measures intended to allow us to more efficiently operate in a leaner, more
directed cost structure. These included reductions in our workforce,
consolidation of facilities, transfers of certain business processes to lower
cost regions, and reductions in other third-party services costs. In October
2020, we committed to a restructuring plan in order to reorganize the business
to better support the company's strategy and overall performance. We have also
implemented programs to increase operational efficiencies and reduce costs as a
result of COVID-19.
                                       40
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During the year ended December 31, 2020, we recorded $4.9 million of severance costs for 93 positions that were eliminated during 2020.

During the year ended December 31, 2019, we recorded $0.6 million of severance costs for 54 positions that were eliminated during 2019.



During the year ended December 31, 2018, we recorded $3.6 million of severance
costs for 84 positions that were eliminated during 2018 and the first quarter of
2019, $1.1 million of leasehold improvement write-off resulting from the
consolidation of our facilities in Burlington, Massachusetts, and $0.1 million
of facilities restructuring related adjustments.

Interest and Other Expense, Net

Interest and other expense, net, generally consists of interest income and interest expense.


                    Interest and Other Income (Expense) for the Years Ended December 31, 2020 and 2019
                                                  (dollars in thousands)
                                                  2020                           Change                           2019
                                                 Income                                                          Income
                                               (Expense)              $                      %                 (Expense)
Interest income                               $      70          $      34                 94.4%              $      36
Interest expense                                (20,071)             6,641                (24.9)%               (26,712)
Other income (expense), net                         868              3,770               (129.9)%                (2,902)

Total interest and other expense, net $ (19,133) $ 10,445

               (35.3)%             $ (29,578)


                     Interest and Other Income (Expense) for the Years 

Ended December 31, 2019 and 2018


                                                   (dollars in thousands)
                                                  2019                            Change                            2018
                                                 Income                                                            Income
                                               (Expense)              $                       %                  (Expense)
Interest income                               $      36          $    (159)                (81.5)%              $     195
Interest expense                                (26,712)            (3,238)                 13.8%                 (23,474)
Other income (expense), net                      (2,902)            (3,094)              (1,611.5)%                   192

Total interest and other expense, net $ (29,578) $ (6,491)


                28.1%               $ (23,087)



2020 Compared to 2019

The decrease in interest expense for 2020 compared to 2019 was due to the
repayment of our outstanding convertible notes on June 15, 2020 as well as
savings on our term loan interest under our credit facility due to the decrease
in the LIBOR rate over 2020. See Note Q, Long-Term Debt and Credit Agreement, to
our Consolidated Financial Statements in Item 8 of this Form 10-K for further
information.

2019 Compared to 2018

The increase in interest expense for 2019 compared to 2018, was due to the additional $100.0 million term loan we obtained in 2019 and fees related to the refinancing. See Note Q, Long-Term Debt and Credit Agreement, to our Consolidated Financial Statements in Item 8 of this Form 10-K for further information.


                                       41
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Provision for (Benefit from) Income Taxes


                 Provision for (Benefit from) Income Taxes for the Years 

Ended December 31, 2020 and 2019


                                                  (dollars in thousands)
                                                 2020                           Change                           2019
                                               Benefit               $                      %                  Provision

Provision for (benefit from) income taxes $ 1,372 $ 6,448

             (127.0)%             $   (5,076)


                         Provision for Income Taxes for the Years Ended December 31, 2019 and 2018
                                                  (dollars in thousands)
                                                 2019                            Change                           2018
                                               Provision              $                      %                  Provision

(Benefit from) provision for income taxes $ (5,076) $ (6,347)

              (499.4)%             $    1,271



Our effective tax rate, which represents our tax provision as a percentage of
income before tax, was 11.0%, (201.0)%, and (13.5)%, respectively, for 2020,
2019, and 2018.

The increase in our 2020 provision was primarily driven by a non-recurring
benefit in our 2019 provision. Our 2019 provision included the removal of
valuation allowances on some of our foreign net operating loss carryforwards.
During the year ended December 31, 2019 we determined that our Irish subsidiary
had reached a level of sustained profitability sufficient enough to release a
significant portion of the valuation allowance on its net operating loss
carryforward. Accordingly, we recorded a $6.0 million benefit related to a
valuation allowance against the Irish net operating loss carryforward deferred
tax asset. Additionally, during the year ended December 31, 2019 we completed a
legal entity reorganization that reduced the number of our German subsidiaries.
This reorganization allowed us to remove a valuation allowance on the net
operating loss carryforward deferred tax asset of one of the surviving German
entities. Accordingly, we recorded a benefit of $1.5 million, which is net of a
reserve for a related uncertain tax position. The year over year increase driven
by the non-recurring combined benefit was partially offset by a decrease in the
provision due to release of a reserve for an uncertain tax position in our
Israel subsidiary due to an audit settlement and changes in the jurisdictional
mix of earnings.

The decrease in our 2019 provision was driven by the removal of valuation
allowances on our Irish and German net operating loss carryforwards, as noted
above, which totaled a combined benefit of $7.5 million. The combined benefit
was partially offset by an increase in the provision due to changes in the
jurisdictional mix of earnings including the now ongoing taxability of our
earnings in Ireland and Germany which results in a non-cash tax expense.
We have significant accumulated deferred tax assets including the tax effects of
net operating losses and tax credit carryovers. The realization of the net
deferred tax assets is dependent upon the generation of sufficient future
taxable income in the applicable tax jurisdictions. We regularly review our
deferred tax assets for recoverability with consideration for such factors as
historical losses, projected future taxable income, the expected timing of the
reversals of existing temporary differences, and tax planning strategies. ASC
Topic 740, Income Taxes, requires us to record a valuation allowance when it is
more likely than not that some portion or all of the deferred tax assets will
not be realized. Management believes the remaining deferred tax assets, based
largely on the history of U.S. tax losses, warrant a valuation allowance based
on the weight of available negative evidence. We have also determined that a
full valuation allowance is warranted on a portion of our foreign deferred tax
assets.

The Coronavirus Aid, Relief, and Economic Act, or CARES Act, includes several
income tax provisions such as net operating loss, or NOL, carryback and
carryforward benefits and other tax deduction benefits. As noted previously, the
U.S. deferred tax asset has a full valuation; accordingly, these NOL and other
benefit provisions had no impact on our financial statements for the period
ended December 31, 2020. The CARES Act accelerates the alternative minimum tax,
or AMT, credit refund originally enacted by the Tax Cut and Jobs Act in 2017. As
of December 31, 2020, we have received the cash from the IRS associated with
this refund receivable which had been recorded as a long-term asset at December
31, 2019.


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LIQUIDITY AND CAPITAL RESOURCES

Liquidity and Sources of Cash



Our principal source of liquidity is cash and cash equivalents, which totaled
$79.9 million as of December 31, 2020. 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.

Our cash requirements vary depending on factors such as the growth of the
business, changes in working capital, capital expenditures, and obligations
under our cost efficiency program. We expect to operate the business and execute
our strategic initiatives principally with funds generated from operations,
remaining net proceeds from the term loan borrowings under the Credit Agreement,
and draws of up to a maximum of $70.0 million under the Credit Agreement's
revolving credit facility. 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 from the
filing of our annual report as well as for the foreseeable future.

One key aspect of our strategy has been to implement programs to increase
operational efficiencies and reduce costs. We are making significant changes in
business operations to better support the company's strategy and overall
performance. We are optimizing our go-to-market strategy, simplifying our
strategy to address specific customer markets to help maximize our commercial
success, which we expect will improve effectiveness, while increasing efficiency
and driving growth of our pipeline and ultimately revenue. We believe these
collective efforts will continue to improve our efficiency as an organization,
increasing gross margins and overall profitability.

Financing Agreement



On February 26, 2016, we entered into the Financing Agreement , or the Financing
Agreement, with the lenders party thereto. Pursuant to the Financing Agreement,
the lenders agreed to provide us with (a) a term loan in the aggregate principal
amount of $100.0 million, or the Term Loan, and (b) a revolving credit facility
of up to a maximum of $5.0 million in borrowings outstanding at any time, or the
Credit Facility. On November 9, 2017, we entered into an amendment to the
Financing Agreement which increased the aggregate principal amount of the term
loan to $115.0 million and increased the commitments under the revolving credit
facility to $10.0 million. On May 10, 2018, we entered into a further amendment
to the Financing Agreement that extended the maturity of the Financing Agreement
to May 2023, and increased the aggregate principal amount of the term loan to
$137.7 million and increased the commitments under the revolving credit facility
to $22.5 million.

On April 8, 2019, we entered into an amendment to the Financing Agreement. The
amendment provided for an additional delayed draw term loan commitment in the
aggregate principal amount of $100.0 million, or the Delayed Draw Funds, for the
purpose of funding the purchase of a portion of the Notes in a tender offer. On
May 2, 2019, we received the Delayed Draw Funds under the Financing Agreement.
We used $72.7 million of the Delayed Draw Funds for the purchase of a portion of
the Notes, $0.6 million for the Notes interest payment, and $6.0 million for the
payment of refinancing fees. On June 18, 2019, we repaid $20.7 million of the
Delayed Draw Funds. The $79.3 million Delayed Draw Funds borrowed would have
matured on May 10, 2023 under the Financing Agreement.

On May 19, 2020, we entered into an amendment to the Financing Agreement which
increased the leverage ratio that the Company was required to maintain such that
following the effective date of this amendment, the Company was required to
maintain a leverage ratio of no greater than 6.00:1.00 for each of the quarters
ending June 30, 2020 and September 30, 2020, 5.75:1.00 for each of the quarters
ending December 31, 2020 and March 31, 2021, 5.25:1.00 for the quarter ending
June 30, 2021, 5.00:1.00 for the quarter ending September 30, 2021, 4.50:1.00
for the quarter ending December 31, 2021, 4.30:1.00 for the quarter ending March
31, 2022, 4.00:1.00 for each of the quarters ending June 30, 2022 and September
30, 2022, and 3.75:1.00 for each of the quarters ending December 31, 2022 and
March 31, 2023. The amendment also reset the prepayment premium to 1.5% of the
principal amount of the loans prepaid through the end of 2020, 0.5% of the
principal amount of the loans prepaid through the end of 2021, and 0.0%
thereafter.

Effective with the May 19, 2020 amendment to the Financing Agreement, interest
accrued on outstanding borrowings at a rate of either the LIBOR Rate (as defined
in the Financing Agreement) plus 6.25% or a Reference Rate (as defined in the
Financing
                                       43
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Agreement) plus 5.75%, at the option of the Company. Prior to the effective date of such Amendment, the applicable margin with respect to the LIBOR Rate was 6.25% and the applicable margin with respect to the Reference Rate was 5.25%.

Credit Agreement (New Credit Facility)



On January 5, 2021, we entered into the Credit Agreement, or the Credit
Agreement, among us, the Lenders party thereto, and JPMorgan Chase Bank, N.A.,
as the administrative agent, or the Agent. Pursuant to the Credit Agreement, the
Lenders agreed to provide us with (a) a term loan in the aggregate principal
amount of $180.0 million, or the New Term Loan and (b) a revolving credit
facility of up to a maximum of $70.0 million in borrowings outstanding at any
time, or the New Credit Facility. We borrowed the full amount of the New Term
Loan, or $180.0 million, on the closing date, but did not borrow any amount
under the New Credit Facility on the closing date. The borrowings under the New
Term Loan and cash on hand were used to repay outstanding borrowings under the
Financing Agreement in connection the termination of the Financing Agreement, as
described above. Prior to the maturity of the New Credit Facility, any amounts
borrowed under the New Credit Facility may be repaid and, subject to the terms
and conditions of the Credit Agreement, reborrowed in whole or in part without
penalty.

Financial terms and prepayments. Under the Credit Agreement, interest accrues on
outstanding borrowings under the New Term Loan and the New Credit Facility at a
rate of the Adjusted LIBO Rate, the Adjusted EURIBO Rate or the Alternate Base
Rate (each as defined in the Credit Agreement), at the option of the Company,
plus a spread of 2.00% to 3.25% for Adjusted LIBO Rate and Adjusted EURIBO Rate
loans, with a 0.25% LIBOR floor, and 1.00% to 2.25% for Alternate Base Rate
loans, in each case depending on our leverage ratio. In addition, we must pay to
the Lenders, on a quarterly basis, a commitment fee at a rate of 0.20% to 0.50%,
depending on our leverage ratio, on the average daily amount equal to (1) the
total revolving commitments under the New Credit Facility less (2) total amount
of the outstanding borrowings under the New Credit Facility during the
immediately preceding quarter. During the term of the New Credit Facility, we
are entitled to reduce the maximum amounts of the Lenders' commitments under the
New Credit Facility. We may prepay all or any portion of the borrowings under
the Credit Agreement prior to the stated maturity, subject to the payment of
certain break funding amounts, if applicable. In addition, subject to exceptions
we will be required to prepay the Term Loan with proceeds we receive from
specified events, including sales of assets, insurance proceeds and condemnation
awards and the incurrence of certain indebtedness. The New Term Loan requires
quarterly principal payments commencing in March 2021 equal to 5.0% of the
original principal amount of the New Term Loan in years 1 and 2, 7.5% of the
original principal amount of the New Term Loan in year 3, and 10% of the
original principal amount of the New Term Loan in years 4 and 5, with the
remaining aggregate principal amount due at maturity.

Collateral and guarantees. We and our subsidiary, Avid Technology Worldwide,
Inc., or Avid Worldwide, granted a security interest on substantially all of our
assets to secure the obligations of all obligors under the New Term Loan and the
New Credit Facility. Avid Worldwide provided a guarantee of all our obligations
under the Credit Agreement. Our future subsidiaries (other than certain foreign
and immaterial subsidiaries) are also required to become a party to the
applicable security agreements and guarantee the obligations under the Credit
Agreement.

Representations and restrictive covenants. The Credit Agreement contains
representations, warranties and restrictive covenants that are customary for an
agreement of this kind, including, for example, covenants that restrict us from
incurring additional indebtedness, granting liens, making investments and
restricted payments, making acquisitions, entering into swap agreements, paying
dividends, making payments of or amending the terms of certain subordinated
indebtedness, engaging in sale and leaseback transactions, and engaging in
transactions with affiliates.

Events of default. The Credit Agreement contains customary events of default
under which our payment obligations may be accelerated. These events of default
include, among others, failure to pay amounts payable under the Credit Agreement
when due, breach of representations and warranties, failure to perform
covenants, a change of control, default or acceleration of material
indebtedness, certain judgments and certain impairments to the collateral.

Financial covenants. The Credit Agreement contains two financial covenants. The
Company is required to maintain a maximum total net leverage ratio, generally
defined as the ratio of (x) consolidated total indebtedness minus liquidity
maintained in the United States up to $25 million to (y) consolidated EBITDA,
not to exceed 4.00 to 1:00 for the fiscal quarters ending March 31, 2021 through
June 30, 2021; 3.75 to 1.00 for the fiscal quarters ending September 30, 2021
through December 31, 2021; 3.50 to 1.00 for the fiscal quarters ending March 31,
2022 through June 30, 2022; 3.25 to 1.00 for the fiscal quarters ending
September
                                       44
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30, 2022 through December 31, 2022; and 3.00 to 1.00 for fiscal quarters ending
on or after March 31, 2023. The Company is also required to maintain a fixed
charge coverage ratio not less than 1.20 to 1.00 at the end of each fiscal
quarter ending on or after March 31, 2021. The Credit Agreement's fixed charge
coverage ratio is generally defined as the ratio of (x) consolidated EBITDA
minus unfinanced capital expenditures, cash tax expense and certain restricted
payments to (y) consolidated fixed charges.

Our ability to satisfy the maximum total net leverage covenant and the minimum
fixed charge coverage ratio covenant in the future is dependent 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, (iv) volatility in currency rates, and (v) in the
three most recent quarters, the economic impacts of the COVID-19 pandemic.

In the event bookings and billings 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 additional debt or
equity funding 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
maximum total net leverage ratio or the minimum fixed charge coverage ratio and
are unable to obtain an amendment or waiver, such noncompliance may result in an
event of default under the Credit Agreement, which could permit acceleration of
the outstanding indebtedness under the 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 that secure our borrowings
under the Credit Agreement.

2.00% Convertible Senior Notes

On June 15, 2015, we issued $125.0 million aggregate principal amount of our 2.00% Convertible Senior Notes due 2020, or the Notes. In connection with the offering of the Notes, on June 9, 2015, we entered into a capped call derivative transaction with a third party, or the Capped Call.



On April 11, 2019, we announced the commencement of a cash tender offer, or the
Offer, for any and all of our outstanding Notes. On May 9, 2019, as of the
expiration of the Offer, Notes with an aggregate principal amount of $74.0
million were validly tendered. We accepted for purchase all Notes that were
validly tendered at the expiration of the Offer at a purchase price equal to
$982.50 per $1,000 principal amount of Notes, and settled the Offer on May 13,
2019 for $72.7 million in cash. We recorded $74.0 million extinguishment of
debt, $0.6 million of equity reacquisition, and $2.9 million loss on the
extinguishment of debt. In connection with the Offer, the number of options
under the Capped Call was reduced to 28,867 to mirror the remaining principal
outstanding for the Notes, and an immaterial partial unwind cash payment was
received in May 2019.

On June 15, 2020, the maturity date of the Notes, we fully repaid the outstanding principal and unpaid interest on the Notes. In connection with such repayment, the Capped Call was unwound.

Paycheck Protection Program Loan



On May 11, 2020, we received $7.8 million of proceeds in connection with its
incurrence of a loan under the Paycheck Protection Program, or PPP. The loan has
a fixed interest rate of 1% and matures in two years. Interest payments are
deferred for six months. On November 17, 2020 we applied to the SBA for the PPP
loan to be forgiven in full. We believe we used the proceeds of the PPP loan for
purposes consistent with the PPP. While we currently believe that our use of the
loan proceeds will meet the conditions for forgiveness of the loan, we cannot
assure that we will be eligible for forgiveness of the loan, in whole or in
part. Any PPP loan balance remaining following forgiveness by the SBA will be
fully repaid on or before the maturity date of the loan.

The CARES Act allowed employers to defer the deposit and payment of the
employer's share of Social Security payroll taxes that would otherwise have been
owed from the date of enactment of the legislation through December 31, 2020.
The legislation requires that the deferred taxes be paid over a two-year period,
with half the amount required to be paid by December 31, 2021,
                                       45
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and the other half by December 31, 2022. As of December 31, 2020, we have recorded the payment deferral within "Accrued compensation and benefits" and "Other long-term liabilities" on the balance sheet.

Cash Flows

The following table summarizes our cash flows for the years ended December 31, 2020, 2019, and 2018 (in thousands):


                                                                       Year 

Ended December 31,


                                                              2020               2019               2018
Net cash provided by operating activities                 $  39,555          $  19,641          $  15,822
Net cash used in investing activities                        (5,692)            (7,185)            (9,917)

Net cash (used in) provided by financing activities (24,549)

     (7,644)             2,536

Effect of foreign currency exchange rates on cash and cash equivalents

                                              1,748               (331)              (780)
Net increase in cash, cash equivalents and restricted
cash                                                      $  11,062          $   4,481          $   7,661

Cash Flows from Operating Activities

Cash provided by operating activities aggregated $39.6 million for the year ended December 31, 2020. The improvement compared to prior years was primarily attributable to lower operating expenses as the result of our programs to increase operational efficiencies and reduce costs.

Cash Flows from Investing Activities

For the year ended December 31, 2020, the net cash flow used in investing activities reflected $5.7 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 leasehold improvements.

Cash Flows from Financing Activities

For the year ended December 31, 2020, net cash flows used in financing activities were primarily the result of the repayment of our Notes, partially offset by borrowings under the PPP loan.

CONTRACTUAL AND COMMERCIAL OBLIGATIONS

The following table outlines our contractual payment obligations as of December 31, 2020 (in thousands):


                                                               Less than                                                        After
                                              Total              1 Year            1 - 3 Years           3 - 5 Years           5 Years
Term Loan                                    201,208              4,781               196,427                     -                 -
PPP Loan                                       7,800                  -                 7,800                     -                 -
Other long-term debt                           1,271                160                   356                   409               346
Operating leases                              44,684              8,558                13,454                10,896            11,776
Unconditional purchase obligations             8,971              8,971                     -                     -                 -
                                           $ 263,934          $  22,470          $    218,037          $     11,305          $ 12,122


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Other contractual arrangements that may result in cash payments consisted of the following at December 31, 2020 (in thousands):


                                           Less than                                            After
                               Total         1 Year        1 - 3 Years       3 - 5 Years       5 Years
Stand-by letters of credit     3,698             850             1,949                 -           899
                             $ 3,698      $      850      $      1,949      $          -      $    899


As described above, all outstanding borrowings under the Financing Agreement
were repaid in January 2021, in connection with the termination of the Financing
Agreement and the entry into the Credit Agreement.

Any portion of the PPP Loan that is not forgiven, must be repaid by May 2022. See more details in Note Q, Long-Term Debt and Credit Agreement, to our Consolidated Financial Statements in Item 8 of this Form 10-K.



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 $3.0 million of products and services pursuant to this agreement as of
December 31, 2020.

We have letters of credit that are used as security deposits in connection with
our leased Burlington, Massachusetts headquarters office space. In the event of
default on the underlying leases, the landlords would, at December 31, 2020, be
eligible to draw against the letters of credit to a maximum of $1.3 million in
the aggregate. The letters of credit are subject to aggregate reductions
provided that we are not in default of the underlying leases and meet certain
financial performance conditions. In no case will the letters of credit amounts
for the Burlington leases be reduced to below $1.2 million in the aggregate
throughout the lease periods.

In addition, we have letters of credit in connection with security deposits for
other facility leases totaling $0.6 million in the aggregate, as well as letters
of credit totaling $1.9 million that otherwise support our ongoing operations.
These letters of credit have various terms and expire during 2021 and beyond,
while some of the letters of credit may automatically renew based on the terms
of the underlying agreements.


OFF-BALANCE SHEET ARRANGEMENTS

We do not engage in off-balance sheet financing arrangements or have any variable-interest entities. At December 31, 2020, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Pronouncement

See Note B, Summary of Significant Accounting Policies, to our Consolidated Financial Statements in Item 8 of the Form 10-K for a description of recently adopted accounting standards.

Recently Accounting Pronouncement to be Adopted

See Note B, Summary of Significant Accounting Policies, to our Consolidated Financial Statements in Item 8 of the Form 10-K for a description of certain issued accounting standards that have not been adopted and may impact our financial statements in future reporting periods.

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