UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~ ~~10-Q~~

FORM 10-Q



(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 28, 2020~~April 3, 2021



☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-38603

SONOS, INC.

(Exact name of registrant as specified in its charter)



Delaware		03-0479476
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
614 Chapala Street	Santa Barbara	CA	93101
(Address of Principal Executive Offices)			(Zip Code)

(805) 965-3001

Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	SONO	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

~~Table of contents~~

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~April 25, 2020,~~May 1, 2021, the registrant had ~~108,953,313~~124,597,844 shares of common stock outstanding.

~~Table of contents~~

~~TABLE OF CONTENTS~~

Table of contents

TABLE OF CONTENTS

Table of contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


SONOS, INC.	SONOS, INC.						SONOS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS	CONDENSED CONSOLIDATED BALANCE SHEETS						CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except par values)	(unaudited, in thousands, except par values)						(unaudited, in thousands, except par values)
	As of							As of
	March 28, 2020			September 28, 2019				April 3, 2021		October 3, 2020
Assets							Assets
Current assets:							Current assets:
Cash and cash equivalents	$	283,250		$	338,641		Cash and cash equivalents	$	638,927	$	407,100
Restricted cash	182			179			Restricted cash	192		191
Accounts receivable, net of allowances	40,172			102,743			Accounts receivable, net of allowances	69,690		54,935
Inventories	112,476			219,784			Inventories	139,581		180,830
Prepaids and other current assets	27,945			17,762			Prepaids and other current assets	31,763		17,321
Total current assets	464,025			679,109			Total current assets	880,153		660,377
Property and equipment, net	74,910			78,139			Property and equipment, net	65,509		60,784
Operating lease right-of-use assets	54,213			—			Operating lease right-of-use assets	39,061		42,342
Goodwill	15,545			1,005			Goodwill	15,545		15,545
Intangible assets, net	27,143			13			Intangible assets, net	25,434		26,394
Deferred tax assets	1,042			1,154			Deferred tax assets	1,984		1,800
Other noncurrent assets	2,297			2,185			Other noncurrent assets	20,600		8,809
Total assets	$	639,175		$	761,605		Total assets	$	1,048,286	$	816,051

Liabilities and stockholders’ equity							Liabilities and stockholders’ equity
Current liabilities:							Current liabilities:
Accounts payable	$	82,111		$	251,941		Accounts payable	$	203,585	$	250,328
Accrued expenses	43,041			69,856			Accrued expenses	61,659		45,049
Accrued compensation	28,397			41,142			Accrued compensation	46,665		44,517
Short-term debt	8,333			8,333			Short-term debt	0		6,667
Deferred revenue, current	14,590			13,654			Deferred revenue, current	18,392		15,304
Other current liabilities	36,727			17,548			Other current liabilities	40,770		31,150
Total current liabilities	213,199			402,474			Total current liabilities	371,071		393,015
Operating lease liabilities, noncurrent	56,198			—			Operating lease liabilities, noncurrent	39,361		50,360
Long-term debt	21,545			24,840			Long-term debt	0		18,251
Deferred revenue, noncurrent	45,753			42,795			Deferred revenue, noncurrent	52,497		47,085
Deferred tax liabilities							Deferred tax liabilities	2,394		2,434
Other noncurrent liabilities	2,676			10,568			Other noncurrent liabilities	3,695		7,067
Total liabilities	339,371			480,677			Total liabilities	469,018		518,212

Commitments and contingencies (Note 8)
Commitments and contingencies (Note 7)							Commitments and contingencies (Note 7)	0		0
Stockholders’ equity:							Stockholders’ equity:
Common stock, $0.001 par value	113			110			Common stock, $0.001 par value	126		114
Treasury stock	(51,310		)	(13,498		)	Treasury stock	(26,023)		(20,886)
Additional paid-in capital	541,937			502,757			Additional paid-in capital	684,988		548,993
Accumulated deficit	(189,922		)	(208,377		)	Accumulated deficit	(78,979)		(228,492)
Accumulated other comprehensive loss	(1,014		)	(64		)	Accumulated other comprehensive loss	(844)		(1,890)
Total stockholders’ equity	299,804			280,928			Total stockholders’ equity	579,268		297,839
Total liabilities and stockholders’ equity	$	639,175		$	761,605		Total liabilities and stockholders’ equity	$	1,048,286	$	816,051

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

Table of contents


SONOS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(unaudited, in thousands, except share and per share amounts)

	Three Months Ended				Six Months Ended
	April 3, 2021		March 28, 2020		April 3, 2021		March 28, 2020
Revenue	$	332,949	$	175,098	$	978,532	$	737,181
Cost of revenue	167,173		102,089		513,331		436,552
Gross profit	165,776		73,009		465,201		300,629
Operating expenses
Research and development	56,370		49,593		108,717		102,120
Sales and marketing	57,205		50,504		131,658		127,928
General and administrative	39,806		26,119		75,047		56,327
Total operating expenses	153,381		126,216		315,422		286,375
Operating income (loss)	12,395		(53,207)		149,779		14,254
Other income (expense), net
Interest income	44		874		80		1,873
Interest expense	(182)		(374)		(448)		(827)
Other income (expense), net	(1,578)		(1,423)		2,680		3,001
Total other income (expense), net	(1,716)		(923)		2,312		4,047
Income (loss) before provision for (benefit from) income taxes	10,679		(54,130)		152,091		18,301
Provision for (benefit from) income taxes	(6,542)		(1,810)		2,578		(153)
Net income (loss)	$	17,221	$	(52,320)	$	149,513	$	18,454

Net income (loss) attributable to common stockholders:
Basic	$	17,221	$	(52,320)	$	149,513	$	18,454
Diluted	$	17,221	$	(52,320)	$	149,513	$	18,454

Net income (loss) per share attributable to common stockholders:
Basic	$	0.14	$	(0.48)	$	1.26	$	0.17
Diluted	$	0.12	$	(0.48)	$	1.09	$	0.16

Weighted-average shares used in computing net income (loss) per share attributable to common stockholders:
Basic	121,880,615		109,515,049		118,745,569		109,249,866
Diluted	143,055,546		109,515,049		136,849,846		117,819,569

Total comprehensive income (loss)
Net income (loss)	$	17,221	$	(52,320)	$	149,513	$	18,454
Change in foreign currency translation adjustment	199		(431)		1,046		(950)
Comprehensive income (loss)	$	17,420	$	(52,751)	$	150,559	$	17,504

SONOS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(unaudited, in thousands, except share and per share amounts)

Three Months Ended Six Months Ended
March 28,
2020 March 30,
2019 March 28,
2020 March 30,
2019
Revenue $ 175,098
$ 210,173
$ 737,181
$ 706,544
Cost of revenue 102,089
119,760
436,552
420,842
Gross profit 73,009
90,413
300,629
285,702
Operating expenses
Research and development 49,593
40,080
102,120
77,175
Sales and marketing 50,504
49,371
127,928
115,223
General and administrative 26,119
23,900
56,327
47,724
Total operating expenses 126,216
113,351
286,375
240,122
Operating income (loss) (53,207 ) (22,938 ) 14,254
45,580
Other income (expense), net
Interest income 874
1,227
1,873
1,501
Interest expense (374 ) (616 ) (827 ) (1,288 )
Other income (expense), net (1,423 ) (710 ) 3,001
(4,708 )
Total other income (expense), net (923 ) (99 ) 4,047
(4,495 )
Income (loss) before provision for (benefit from) income taxes (54,130 ) (23,037 ) 18,301
41,085
Provision for (benefit from) income taxes (1,810 ) (213 ) (153 ) 2,242
Net income (loss) $ (52,320 ) $ (22,824 ) $ 18,454
$ 38,843

Net income (loss) attributable to common stockholders
Basic $ (52,320 ) $ (22,824 ) $ 18,454
$ 38,843
Diluted $ (52,320 ) $ (22,824 ) $ 18,454
$ 38,843

Net income (loss) per share attributable to common stockholders
Basic $ (0.48 ) $ (0.22 ) $ 0.17
$ 0.38
Diluted $ (0.48 ) $ (0.22 ) $ 0.16
$ 0.35

Weighted-average shares used in computing net income (loss) per share attributable to common stockholders
Basic 109,515,049
102,331,529
109,249,866
101,239,817
Diluted 109,515,049
102,331,529
117,819,569
111,474,057

Total comprehensive income (loss)

Net income (loss) $ (52,320 ) $ (22,824 ) $ 18,454
$ 38,843
Change in foreign currency translation adjustment (431 ) 660
(950 ) 1,169
Comprehensive income (loss) $ (52,751 ) $ (22,164 ) $ 17,504
$ 40,012

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

Table of contents

SONOS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(unaudited, in thousands, except share amounts)

Common Stock Additional Paid-In Capital Treasury Stock
Accumulated
Deficit
Accumulated Other Comprehensive Loss Total Stockholders’ Equity
Shares Amount Shares Amount
Balance at September 28, 2019 109,623,417
$ 110
$ 502,757
(1,020,775 ) $ (13,498 ) $ (208,377 ) $ (64 ) $ 280,928
Issuance of common stock pursuant to equity incentive plans 1,561,696
1
7,968
—
—
—
—
7,969
Repurchase of common stock —
—
—
(372,149 ) (5,078 ) —
—
(5,078 )
Stock-based compensation expense —
—
13,204
—
—
—
—
13,204
Net income —
—
—
—
—
70,775
—
70,775
Change in foreign currency translation adjustment —
—
—
—
—
—
(519 ) (519 )
Balance at December 28, 2019 111,185,113
111
523,929
(1,392,924 ) (18,576 ) (137,602 ) (583 ) 367,279
Issuance of common stock pursuant to equity incentive plans 1,548,614
2
4,614
—
—
—
—
4,616
Repurchase of common stock —
—
—
(2,491,728 ) (32,734 ) —
—
(32,734 )
Stock-based compensation expense —
—
13,394
—
—
—
—
13,394
Net loss —
—
—
—
—
(52,320 ) —
(52,320 )
Change in foreign currency translation adjustment —
—
—
—
—
—
(431 ) (431 )
Balance at March 28, 2020 112,733,727
$ 113
$ 541,937
(3,884,652 ) $ (51,310 ) $ (189,922 ) $ (1,014 ) $ 299,804

Balance at September 29, 2018 100,868,250
$ 101
$ 424,617
(807,040 ) $ (11,072 ) $ (203,611 ) $ (1,677 ) 208,358
Issuance of common stock pursuant to equity incentive plans 174,453
—
462
—
—
—
—
462
Stock-based compensation expense —
—
9,032
—
—
—
—
9,032
Net income —
—
—
—
—
61,667
—
61,667
Change in foreign currency translation adjustment —
—
—
—
—
—
509
509
Balance at December 29, 2018 101,042,703
$ 101
$ 434,111
(807,040 ) $ (11,072 ) $ (141,944 ) $ (1,168 ) 280,028
Issuance of common stock pursuant to equity incentive plans 4,649,929
5
18,480
—
—
—
—
18,485
Repurchase of common stock —
—
—
(54,314 ) (566 ) —
—
(566 )
Stock-based compensation expense —
—
11,086
—
—
—
—
11,086
Net loss —
—
—
—
—
(22,824 ) —
(22,824 )
Change in foreign currency translation adjustment —
—
—
—
—
—
660
660
Balance at March 30, 2019 105,692,632
$ 106
$ 463,677
(861,354 ) $ (11,638 ) $ (164,768 ) $ (508 ) $ 286,869


SONOS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(unaudited, in thousands, except share amounts)
	Common Stock			Additional Paid-In Capital		Treasury Stock			Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares	Amount				Shares	Amount
Balance at October 3, 2020	113,915,233	$	114	$	548,993	(1,571,138)	$	(20,886)	$	(228,492)	$	(1,890)	$	297,839
Issuance of common stock pursuant to equity incentive plans	7,075,338	7		69,498		—	—		—		—		69,505
Repurchase of common stock related to shares withheld for tax in connection with vesting of restricted stock unit awards ("RSUs")	—	—		—		(307,980)	(5,118)		—		—		(5,118)
Stock-based compensation expense	—	—		14,844		—	—		—		—		14,844
Net income	—	—		—		—	—		132,292		—		132,292
Change in foreign currency translation adjustment	—	—		—		—	—		—		847		847
Balance at January 2, 2021	120,990,571	$	121	$	633,335	(1,879,118)	$	(26,004)	$	(96,200)	$	(1,043)	$	510,209
Issuance of common stock pursuant to equity incentive plans	5,743,359	6		49,655		—	—		—		—		$	49,661
Retirement of treasury stock	(1,017,308)	(1)		(14,365)		1,017,308	14,366		—		—		0
Repurchase of common stock	—	—		—		(19,547)	(682)		—		—		(682)
Repurchase of common stock related to shares withheld for tax in connection with vesting of RSUs	—	—		—		(387,206)	(13,703)		—		—		(13,703)
Stock-based compensation expense	—	—		16,363		—	—		—		—		16,363
Net income	—	—		—		—	—		17,221		—		17,221
Change in foreign currency translation adjustment	—	—		—		—	—		—		199		199
Balance at April 3, 2021	125,716,622	$	126	$	684,988	(1,268,563)	$	(26,023)	$	(78,979)	$	(844)	$	579,268

Balance at September 28, 2019	109,623,417	$	110	$	502,757	(1,020,775)	$	(13,498)	$	(208,377)	$	(64)	$	280,928
Issuance of common stock pursuant to equity incentive plans	1,561,696	1		7,968		—	—		—		—		7,969
Repurchase of common stock	—	—		—		(227,241)	(2,926)		—		—		(2,926)
Repurchase of common stock related to shares withheld for tax in connection with vesting of RSUs	—	—		—		(144,908)	(2,152)		—		—		(2,152)
Stock-based compensation expense	—	—		13,204		—	—		—		—		13,204
Net income	—	—		—		—	—		70,775		—		70,775
Change in foreign currency translation adjustment	—	—		—		—	—		—		(519)		(519)
Balance at December 28, 2019	111,185,113	$	111	$	523,929	(1,392,924)	$	(18,576)	$	(137,602)	$	(583)	$	367,279
Issuance of common stock pursuant to equity incentive plans	1,548,614	2		4,614		—	—		—		—		4,616
Repurchase of common stock	—	—		—		(2,309,604)	(30,290)		—		—		(30,290)
Repurchase of common stock related to shares withheld for tax in connection with vesting of RSUs	—	—		—		(182,124)	(2,444)		—		—		(2,444)
Stock-based compensation expense	—	—		13,394		—	—		—		—		13,394
Net loss	—	—		—		—	—		(52,320)		—		(52,320)
Change in foreign currency translation adjustment	—	—		—		—	—		—		(431)		(431)
Balance at March 28, 2020	112,733,727	$	113	$	541,937	(3,884,652)	$	(51,310)	$	(189,922)	$	(1,014)	$	299,804

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

Table of contents


SONOS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
	Six Months Ended
	April 3, 2021		March 28, 2020
Cash flows from operating activities
Net income	$	149,513	$	18,454
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	16,725		18,831
Stock-based compensation expense	31,207		26,598
Other	344		2,989
Deferred income taxes	(146)		74
Foreign currency transaction gain	(1,047)		(420)
Changes in operating assets and liabilities:
Accounts receivable, net	(13,260)		63,344
Inventories	39,631		106,245
Other assets	(21,982)		(9,690)
Accounts payable and accrued expenses	(36,485)		(191,070)
Accrued compensation	2,087		(14,443)
Deferred revenue	8,374		3,729
Other liabilities	992		10,727
Net cash provided by operating activities	175,953		35,368
Cash flows from investing activities
Purchases of property and equipment, intangible and other assets	(19,927)		(25,800)
Cash paid for acquisition, net of acquired cash	0		(36,289)
Net cash used in investing activities	(19,927)		(62,089)
Cash flows from financing activities
Repayments of borrowings	(25,000)		(3,333)
Payments for repurchase of common stock	(682)		(33,216)
Proceeds from exercise of common stock options	119,166		12,585
Payments for repurchase of common stock related to shares withheld for tax in connection with vesting of restricted stock units	(18,821)		(4,596)
Net cash provided by (used in) financing activities	74,663		(28,560)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	1,139		(107)
Net increase (decrease) in cash, cash equivalents and restricted cash	231,828		(55,388)
Cash, cash equivalents and restricted cash
Beginning of period	407,291		338,820
End of period	$	639,119	$	283,432
Supplemental disclosure
Cash paid for interest	$	357	$	851
Cash paid for taxes, net of refunds	$	3,255	$	1,025
Cash paid for amounts included in the measurement of lease liabilities	$	11,683	$	7,346
Supplemental disclosure of non-cash investing and financing activities
Purchases of property and equipment in accounts payable and accrued expenses	$	8,910	$	3,270
Right-of-use assets obtained in exchange for new operating lease liabilities	$	1,622	$	75,642

SONOS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
Six Months Ended
March 28,
2020 March 30,
2019
Cash flows from operating activities
Net income $ 18,454
$ 38,843
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization 18,831
18,964
Stock-based compensation expense 26,598
20,118
Other 2,989
1,607
Deferred income taxes 74
441
Foreign currency transaction (gain) loss (420 ) 2,300
Changes in operating assets and liabilities:
Accounts receivable, net 63,344
7,933
Inventories 106,245
86,814
Other assets (9,690 ) (5,433 )
Accounts payable and accrued expenses (191,070 ) (111,227 )
Accrued compensation (14,443 ) (6,205 )
Deferred revenue 3,729
4,562
Other liabilities 10,727
6,388
Net cash provided by operating activities 35,368
65,105
Cash flows from investing activities
Purchases of property and equipment and intangible assets (25,800 ) (8,087 )
Cash paid for acquisition, net of acquired cash (36,289 ) —
Net cash used in investing activities (62,089 ) (8,087 )
Cash flows from financing activities
Repayments of borrowings (3,333 ) —
Payments for repurchase of common stock (37,812 ) (566 )
Proceeds from exercise of common stock options 12,585
18,947
Payments of offering costs —
(585 )
Net cash provided by (used in) financing activities (28,560 ) 17,796
Effect of exchange rate changes on cash, cash equivalents and restricted cash (107 ) (475 )
Net increase (decrease) in cash, cash equivalents and restricted cash (55,388 ) 74,339
Cash, cash equivalents and restricted cash
Beginning of period 338,820
221,120
End of period $ 283,432
$ 295,459
Supplemental disclosure
Cash paid for interest $ 851
$ 1,244
Cash paid for taxes, net of refunds $ 1,025
$ 1,941
Cash paid for amounts included in the measurement of lease liabilities $ 7,346
$ —
Supplemental disclosure of non-cash investing and financing activities
Purchases of property and equipment in accounts payable and accrued expenses $ 3,270
$ 2,426
Right-of-use assets obtained in exchange for new operating lease liabilities $ 75,642
$ —

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

Table of contents

SONOS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Business ~~overview~~Overview and ~~basis~~Basis of ~~presentation~~Presentation

Description of business

Sonos, Inc. and its wholly owned subsidiaries (collectively, “Sonos,” the “Company,” “we,” “us” or “our”) designs, develops, manufactures, and sells audio products and services. The Sonos sound system provides customers with an immersive listening experience created by the design of its speakers and components, a proprietary software platform, and the ability to stream content from a variety of sources over the customer’s wireless network or over Bluetooth.

The Company’s products are sold through third-party physical retailers, including custom installers of home audio systems, select e-commerce retailers, and its website sonos.com. The Company’s products are distributed in over 50 countries through its wholly owned subsidiaries: Sonos Europe B.V. in the Netherlands, Beijing Sonos Technology Co. Ltd. in China, Sonos Japan GK in Japan, and Sonos Australia Pty Ltd. in Australia.

Basis of presentation and preparation

The accompanying condensed consolidated financial statements are unaudited. The condensed consolidated balance sheet as of ~~March 28,~~October 3, 2020 has been derived from the audited consolidated financial statements of the Company.

The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all the information and footnotes required by U.S. GAAP for annual financial statements. They should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended October 3, 2020 (the “Annual Report”), filed with the SEC on November 23, 2020.

In management’s opinion, ~~includes~~the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position, its results of operations, and its cash flows for the interim periods presented. The results of operations for the three and six months ended ~~March 28, 2020~~April 3, 2021 are not necessarily indicative of the results to be expected for the full fiscal year or any other period.

On November 14, 2019, the Company completed the acquisition of 100% of the equity interests in Snips SAS ("Snips"), a France-based provider of an artificial intelligence voice technology. The results of Snips' operations have been included in the Company’s consolidated results of operations since the date of acquisition.

The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2019 (the “Annual Report”), filed with the Securities and Exchange Commission (“SEC”) on November 25, 2019. Certain prior period amounts have been reclassified to conform to the current period presentation.

The Company operates on a 52- week or 53- week fiscal year ending on the Saturday nearest September 30 each year. The Company’s fiscal year is divided into four quarters of 13 weeks, each beginning on a Sunday and containing two 4-week periods followed by a 5-week period. An additional week is included in the fourth fiscal quarter approximately every five years to realign fiscal quarters with calendar quarters. This last occurred in the fourth quarter of the Company’s fiscal year ended October 3, ~~2015,~~2020 and will reoccur ~~this~~in the fiscal year ending October 3, ~~2020.~~2026. The six months ended April 3, 2021 and March 28, 2020 ~~and March 30, 2019~~ spanned 26 weeks each. As used in this Quarterly Report on Form 10-Q, “fiscal ~~2020”~~2021” refers to the fiscal year ending October ~~3, 2020~~2, 2021 and “fiscal ~~2019”~~2020” refers to the fiscal year ended ~~September 28, 2019.~~October 3, 2020.

Use of estimates and judgments

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. On an ongoing basis, the Company evaluates its estimates and judgments compared to historical experience and expected trends.

In March 2020, the outbreak of the novel coronavirus (COVID-19) was declared a pandemic. While the nature of the situation is dynamic, the Company has considered the impact when developing its estimates and assumptions noted above. Actual results and outcomes may differ from management's estimates and assumptions.

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SONOS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(unaudited)

2. Summary of ~~significant accounting policies~~Significant Accounting Policies

There have been no changes in the Company’s significant accounting policies, recently adopted accounting pronouncements or recent accounting pronouncements pending adoption from those disclosed in the Annual Report, except as noted below.

~~Business combinations~~

The Company uses the acquisition method of accounting for business combinations and recognizes assets acquired and liabilities assumed measured at their fair values on the date acquired. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net acquisition date fair value of the assets acquired and the liabilities assumed. The Company uses best estimates and assumptions, including but not limited to, future expected cash flows, expected asset lives and discount rates, to assign a fair value to the tangible and intangible assets acquired and liabilities assumed in business combinations as of the acquisition date. These estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed may be recorded, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations and comprehensive income (loss).

Recently adopted accounting pronouncements

~~Leases~~

In ~~February~~June 2016, the Financial Accounting Standards Board ("FASB") ~~issued~~ ~~ASU No. 2016-02, Leases~~, and it subsequently issued amendments to the initial guidance (collectively referred to as "Topic 842"), which modifies lease accounting in order to increase transparency and comparability among entities. Topic 842 requires lessees to recognize operating leases as right–of–use assets and lease liabilities on the balance sheets. The lease liabilities are initially measured at the present value of the future lease payments.

~~The Company adopted Topic 842 as of September 29, 2019, using the modified retrospective method under~~ ~~ASU 2018-11, Leases (Topic 842): Targeted Improvements~~. As such, prior periods were not retrospectively adjusted. There was no cumulative effect to the accumulated deficit upon adoption. The Company elected the transition package of three practical expedients permitted within the standard, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification and initial direct costs.

Adoption of the new standard resulted in the recording of right-of-use assets and operating lease liabilities of approximately $63.7 million and $73.7 million, respectively on September 29, 2019, with an increase to total assets and liabilities of approximately $62.5 million. The difference between the right-of-use assets and lease liabilities was primarily attributable to deferred rent and rent incentives. There was no impact on the Company's condensed consolidated statement of operations and comprehensive income (loss) or condensed consolidated statements of cash flows. See Note 6 for further information on leases.

~~Internal-use software~~

~~In August 2018, the FASB issued~~ ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. The guidance aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. In the first quarter of fiscal 2020, the Company prospectively adopted this standard. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

~~Goodwill~~

~~In January 2017, the FASB issued~~ ~~ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill, which simplifies the subsequent measurement of goodwill by eliminating the second step of~~

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~~SONOS, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~(unaudited)~~

the goodwill impairment test. The second step measures a goodwill impairment loss by comparing the implied fair value of a reporting unit's goodwill with the carrying amount of that goodwill. Under the new guidance, a company will record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value. The Company early adopted the standard in the second quarter of fiscal 2020. The adoption did not have a material impact on the Company’s consolidated financial statements or disclosures for this fiscal quarter.

~~Recent accounting pronouncements pending adoption~~

~~In June 2016, the~~ ~~FASB~~ issued ASU No. 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments,, and it subsequently issued amendments to the initial guidance (collectively referred to as "Topic 326"), which provide a new impairment model that requires measurement and recognition of expected credit losses for most financial assets and certain other instruments, including accounts receivable. The ~~standard will be effective for the~~ Company ~~in the first quarter of fiscal 2021, with early adoption permitted. The Company intends to adopt~~adopted this standard ineffective October 4, 2020, using a modified retrospective approach. Under the ~~first quarter of fiscal 2021 and~~new standard, the allowance for credit losses is ~~currently evaluating the impact of adoption~~based on the Company's ~~consolidated financial statements.~~

~~In August 2018, the FASB issued~~ ~~ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The new standard eliminates disclosures such as the amount~~assessment of ~~and reasons for transfers between Level 1 and Level 2~~collectibility of accounts, including consideration of the ~~fair value hierarchy~~age of invoices, each customer's expected ability to pay and ~~adds new disclosure requirements for Level 3 measurements.~~collection history, customer-specific information and current economic conditions that may impact a customer's ability to pay. The ~~standard will be effective for the Company in the first quarter of fiscal 2021, with early adoption permitted. The Company does not expect the~~ adoption of this ~~guidance to~~standard did not have a material impact on the Company's consolidated financial ~~statements or disclosures.~~statements.

In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic ~~606~~.606. This standard resolves the diversity in practice concerning whether certain transactions between collaborative arrangement participants should be accounted for as revenue under Accounting Standards Codification 606, Revenue from Contracts with Customers ("Topic 606"). This standard specifies when a participant is a customer in a collaboration, adds guidance for unit of account ~~guidance~~ to align with Topic 606 and provides presentation guidance for collaborative arrangements. ~~This~~The Company adopted this standard ~~will be effective for the Company~~ in the first quarter of fiscal ~~2021, with early~~2021. The adoption ~~permitted. The Company is currently evaluating the timing of adoption and~~did not have a material impact on the Company's consolidated financial statements.

Recent accounting pronouncements pending adoption

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income ~~Taxes~~.Taxes. This standard simplifies the accounting for income taxes by removing certain exceptions to the general principles in Accounting Standards Codification Topic 740 ("ASC 740") as well as by improving consistent application of the topic by clarifying and amending existing guidance. This standard ~~will be~~is effective for the Company in the first quarter of fiscal 2022, with early adoption permitted. The Company is currently evaluating the timing of adoption and impact on the Company's consolidated financial statements.

3. Fair ~~value measurements~~Value Measurements

The carrying values of the Company’s financial instruments, including accounts receivable and accounts payable, approximate their fair values due to the short period of time to maturity or repayment. The carrying values of the Company’s long-term debt approximate their fair values as of March 28, 2020 and September 28, 2019 as the debt carries a variable rate or market rates that approximate those currently available to the Company.

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~~SONOS, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

The following table summarizes fair value measurements by level for the assets measured at fair value on a recurring basis as of ~~March 28, 2020~~April 3, 2021 and ~~September 28, 2019:~~October 3, 2020:


	April 3, 2021
(In thousands)	Level 1		Level 2		Level 3		Total
Assets:
Money market funds (cash equivalents)	$	472,425	$	0	$	0	$	472,425


	March 28, 2020									October 3, 2020
(In thousands)	Level 1		Level 2		Level 3		Total		(In thousands)	Level 1		Level 2		Level 3		Total
Assets:									Assets:
Money market funds (cash equivalents)	$	161,159	$	—	$	—	$	161,159	Money market funds (cash equivalents)	$	281,380	$	0	$	0	$	281,380

September 28, 2019
(In thousands) Level 1 Level 2 Level 3 Total
Assets:
Money market funds (cash equivalents) $ 267,806
$ —
$ —
$ 267,806

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SONOS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(unaudited)

4. Revenue and ~~geographic information~~Geographic Information

Disaggregation of revenue

Revenue by geographical region also includes the applicable service revenue for software upgrades and cloud-based services attributable to each region and is based on ship-to address, as follows:


	Three Months Ended				Six Months Ended
	April 3, 2021		March 28, 2020		April 3, 2021		March 28, 2020
(In thousands)
Americas	$	193,938	$	101,964	$	561,177	$	405,158
Europe, Middle East and Africa (“EMEA”)	114,306		57,252		354,313		269,990
Asia Pacific (“APAC”)	24,705		15,882		63,042		62,033
Total revenue	$	332,949	$	175,098	$	978,532	$	737,181

Three Months Ended Six Months Ended
March 28, 2020 March 30, 2019 March 28, 2020 March 30, 2019
(In thousands)
Americas $ 101,964
$ 116,344
$ 405,158
$ 375,071
Europe, Middle East and Africa (“EMEA”) 57,252
79,307
269,990
295,387
Asia Pacific (“APAC”) 15,882
14,522
62,033
36,086
Total revenue $ 175,098
$ 210,173
$ 737,181
$ 706,544

Revenue is attributed to individual countries based on ship-to address and also includes the applicable service revenue for software upgrades and cloud-based services attributable to each country. Revenue by significant countries is as follows:


	Three Months Ended				Six Months Ended
	April 3, 2021		March 28, 2020		April 3, 2021		March 28, 2020
(In thousands)
United States	$	178,019	$	94,755	$	508,915	$	372,028
Other countries	154,930		80,343		469,617		365,153
Total revenue	$	332,949	$	175,098	$	978,532	$	737,181

Three Months Ended Six Months Ended
March 28, 2020 March 30, 2019 March 28, 2020 March 30, 2019
(In thousands)
United States $ 94,755
$ 109,852
$ 372,028
$ 346,964
Germany 6,754
20,085
65,742
76,140
United Kingdom 11,927
15,729
61,234
70,226
Other countries 61,662
64,507
238,177
213,214
Total revenue $ 175,098
$ 210,173
$ 737,181
$ 706,544

In the first quarter of fiscal 2020, the Company began reporting product revenue in the following categories: Sonos speakers, Sonos system products and Partner products and other revenue. These categories further align revenue reporting with the evolving nature of the Company's products, customers' engagement across multiple categories and how the Company evaluates its business. Revenue by product category also includes the applicable service revenue for software upgrades and cloud-based services attributable to each product category. Revenue by major product category is as follows:


	Three Months Ended				Six Months Ended
	April 3, 2021		March 28, 2020		April 3, 2021		March 28, 2020
(In thousands)
Sonos speakers	$	267,534	$	116,367	$	795,050	$	583,044
Sonos system products	52,062		47,202		149,820		108,723
Partner products and other revenue	13,353		11,529		33,662		45,414
Total revenue	$	332,949	$	175,098	$	978,532	$	737,181

5. Balance Sheet Components

Accounts receivable, net of allowances

Accounts receivable, net of allowances, consist of the following:


	April 3, 2021		October 3, 2020
(In thousands)
Accounts receivable	$	91,737	$	73,757
Allowance for credit losses	(1,435)		(1,307)
Allowance for sales incentives	(20,612)		(17,515)
Accounts receivable, net of allowances	$	69,690	$	54,935

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SONOS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(unaudited)

Three Months Ended Six Months Ended
March 28, 2020 March 30, 2019 March 28, 2020 March 30, 2019
(In thousands)
Sonos speakers $ 116,367
$ 160,505
$ 583,044
$ 596,611
Sonos system products 47,202
38,564
108,723
90,998
Partner products and other revenue 11,529
11,104
45,414
18,935
Total revenue $ 175,098
$ 210,173
$ 737,181
$ 706,544

~~5. Balance sheet components~~

~~Accounts receivable, net of allowances~~

~~Accounts receivable, net of allowances, consist of the following:~~

March 28, 2020 September 28, 2019
(In thousands)
Accounts receivable $ 57,776
$ 124,049
Allowance for doubtful accounts (1,744 ) (1,255 )
Allowance for sales incentives (15,860 ) (20,051 )
Accounts receivable, net of allowances $ 40,172
$ 102,743

Inventories

Inventories consist of the following:


	April 3, 2021		October 3, 2020
(In thousands)
Finished goods	$	131,541	$	172,184
Component parts	8,040		8,646
Inventories	$	139,581	$	180,830

March 28, 2020 September 28, 2019
(In thousands)
Finished goods $ 102,003
$ 207,723
Component parts 10,473
12,061
Inventories $ 112,476
$ 219,784

The Company writes down inventory as a result of excess and obsolete inventories, or when it believes that the net realizable value of inventories is less than the carrying value.

~~Goodwill~~

~~The following table presents details of the Company's goodwill for the six months ended March 28, 2020:~~

(In thousands)
Balance as of September 28, 2019 $ 1,005
Goodwill acquired 14,282
Purchase price adjustment 258
Balance as of March 28, 2020 $ 15,545

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~~SONOS, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~(unaudited)~~

Intangible assets

The following table reflects the changes in the net carrying amount of the components of intangible assets associated with the Company's acquisition activity:


	April 3, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value		Weighted-Average Remaining Life
(In thousands, except weighted-average remaining life)
Technology	$	7,789	$	(2,468)	$	5,321	3.10
Other	39		(26)		13		0.67
Total finite-lived intangible assets	7,828		(2,494)		5,334		3.09
In-process research and development and other intangible assets not subject to amortization	20,100		—		20,100
Total intangible assets	$	27,928	$	(2,494)	$	25,434

March 28, 2020
Gross Carrying Amount Accumulated Amortization Net Carrying Value Weighted-Average Remaining Life
(In thousands, except weighted-average remaining life)
Technology $ 7,527
$ (529 ) $ 6,998
4.33
Other 39
(7 ) 32
0.01
Total finite-lived intangible assets 7,566
(536 ) 7,030
4.34
In-process research and development and other intangible assets not subject to amortization 20,113
—
20,113

Total intangible assets $ 27,679
$ (536 ) $ 27,143

The following table summarizes estimated future amortization expense of the Company's intangible assets as of ~~March 28, 2020:~~April 3, 2021:


Fiscal years ending	Future Amortization Expense
(In thousands)
Remainder of fiscal 2021	$	971
2022	1,927
2023	1,246
2024	1,020
2025	170
2026 and thereafter	0
Total future amortization expense	$	5,334

Fiscal years ending Future Amortization Expense
(In thousands)
Remainder of fiscal 2020 $ 924
2021 1,848
2022 1,832
2023 1,235
2024 1,020
2025 and thereafter 171
Total future amortization expense $ 7,030

~~Accrued expenses~~

~~Accrued expenses consist of the following:~~

March 28, 2020 September 28, 2019
(In thousands)
Accrued advertising and marketing $ 13,320
$ 25,662
Accrued taxes 2,468
4,388
Accrued inventory 4,657
6,494
Accrued manufacturing, logistics and product development 13,215
14,783
Accrued general and administrative expenses 6,693
12,455
Other accrued payables 2,688
6,074
Total accrued expenses $ 43,041
$ 69,856
10

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SONOS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(unaudited)

Accrued expenses

Accrued expenses consist of the following:


	April 3, 2021		October 3, 2020
(In thousands)
Accrued advertising and marketing	$	9,999	$	10,609
Accrued taxes	9,294		6,252
Accrued inventory	7,864		2,843
Accrued manufacturing, logistics and product development	12,366		9,753
Accrued general and administrative expenses	16,555		10,068
Other accrued payables	5,581		5,524
Total accrued expenses	$	61,659	$	45,049

Deferred revenue

Amounts invoiced in advance of revenue recognition are recorded as deferred revenue on the condensed consolidated balance sheets. Deferred revenue primarily relates to revenue allocated to unspecified software upgrades and ~~platform~~cloud-based services.

The following table presents the changes in the Company’s deferred revenue for the six months ended April 3, 2021 and March 28, ~~2020 and March 30, 2019:~~2020:


	April 3, 2021		March 28, 2020
(In thousands)
Deferred revenue, beginning of period	$	62,389	$	56,449
Recognition of revenue included in beginning of period deferred revenue	(7,883)		(6,904)
Revenue deferred, net of revenue recognized on contracts in the respective period	16,383		10,798
Deferred revenue, end of period	$	70,889	$	60,343

March 28, 2020 March 30, 2019
(In thousands)
Deferred revenue, beginning of period $ 56,449
$ 50,967
Recognition of revenue included in beginning of period deferred revenue (6,904 ) (6,040 )
Revenue deferred, net of revenue recognized on contracts in the respective period 10,798
10,306
Deferred revenue, end of period $ 60,343
$ 55,233

The Company expects the following recognition of deferred revenue as of ~~March 28, 2020:~~April 3, 2021:


	For the fiscal years ending
	2021		2022		2023		2024		2025 and Beyond		Total
(In thousands)
Deferred revenue expected to be recognized	$	10,473	$	15,360	$	13,432	$	11,382	$	20,242	$	70,889

For the fiscal years ending
2020 2021
2022 2023 2024 and Beyond Total
(In thousands)
Deferred revenue expected to be recognized $ 7,503
$ 13,727
$ 11,881
$ 9,953
$ 17,279
$ 60,343

Other current liabilities

Other current liabilities consist of the following:


	April 3, 2021		October 3, 2020
(In thousands)
Reserve for returns	$	20,572	$	14,195
Short-term operating lease liabilities	10,718		10,910
Product warranty liability	4,856		3,628
Other	4,624		2,417
Total other current liabilities	$	40,770	$	31,150

March 28, 2020 September 28, 2019
(In thousands)
Reserve for returns $ 13,253
$ 12,110
Short-term operating lease liabilities 11,918
—
Product warranty liability 3,744
3,254
Other 7,812
2,184
Total other current liabilities $ 36,727
$ 17,548

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SONOS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(unaudited)

The following table presents the changes in the Company’s warranty liability for the six months ended ~~March 28, 2020~~April 3, 2021 and ~~March 30, 2019:~~

March 28, 2020 March 30, 2019
(In thousands)
Warranty liability, beginning of period $ 3,254
$ 2,450
Provision for warranties issued during the period 7,098
6,934
Settlements of warranty claims during the period (6,608 ) (5,658 )
Warranty liability, end of period $ 3,744
$ 3,726

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~~SONOS, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~(unaudited)~~

~~6. Leases~~

The substantial majority of the Company's leases are for its office spaces and facilities, which are accounted for as operating leases. These facilities operate under leases with initial terms from one to ten years and expire at various dates through 2026. The Company determines whether an arrangement is a lease at inception if there is an identified asset, and it has the right to control the identified asset for a period of time. Some of the Company's leases include options to extend the leases for up to 5 years, and some include options to terminate the leases within 1 year. The Company's lease terms are only for periods in which it has enforceable rights and are impacted by options to extend or terminate the lease only when it is reasonably certain that the Company will exercise the option.

For leases with terms greater than 12 months, the Company records the related right-of-use asset and lease obligation at the present value of lease payments over the lease terms. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease expense is recognized on a straight-line basis over the lease term. The Company's leases do not include any residual value guarantees, bargain purchase options or asset retirement obligations.

Lease agreements will typically exist with lease and non-lease components, which are accounted for separately. The Company's agreements may contain variable lease payments. The Company includes variable lease payments that depend on an index or a rate and exclude those which depend on facts or circumstances occurring after the commencement date, other than the passage of time.

Most of the Company's leases do not contain an implicit interest rate. Therefore, the Company uses judgment to estimate an incremental borrowing rate, which is defined as the rate of interest the Company would have to pay to borrow an amount that is equal to the lease obligations, on a collateralized basis, and over a similar term. The Company takes into consideration the terms of the Company's Credit Facility (as defined in Note 7), lease terms, and current interest rates to determine the incremental borrowing rate at lease commencement date. At March 28, 2020, the Company's weighted-average discount rate was 4.11%, while the weighted-average remaining lease term was 5.14 years. As part of the supplemental cash flow disclosure, the right-of-use assets obtained in exchange for new operating lease liabilities does not reflect the impact of prepaid or deferred rent.

~~The components of lease expense for the three and six months ended March 28, 2020 were as follows:~~

Three Months Ended Six Months Ended
March 28, 2020 March 28, 2020
(In thousands)
Operating lease cost $ 3,542
$ 7,182
Short-term lease cost 58
116
Variable lease cost 1,558
2,946
Total lease cost $ 5,158
$ 10,244

For the three and six months ended March 28, 2020, total rental expense was $3.6 million and $7.3 million, respectively, and total common area maintenance expense was $1.6 million and $2.9 million, respectively. For the three and six months ended March 30, 2019, total rental expense was $3.4 million and $6.9 million, respectively, and total common area maintenance expense was $1.4 million and $2.7 million, respectively.

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~~SONOS, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~(unaudited)~~

~~The following table summarizes the maturity of lease liabilities under operating leases as of~~ March 28, 2020:


	April 3, 2021		March 28, 2020
(In thousands)
Warranty liability, beginning of period	$	3,628	$	3,254
Provision for warranties issued during the period	8,844		7,098
Settlements of warranty claims during the period	(7,616)		(6,608)
Warranty liability, end of period	$	4,856	$	3,744

Fiscal years ending Operating leases
(In thousands)
Remainder of fiscal 2020 $ 8,077
2021 15,225
2022 14,477
2023 14,863
2024 13,866
2025 9,172
Thereafter 1,775
Total lease payments 77,455
Less imputed interest (9,339 )
Total lease liabilities $ 68,116

Under Topic 840, the following table represents the gross minimum rental commitments under noncancelable leases as disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2019:

Fiscal years ending Operating leases
(In thousands)
2020 $ 15,627
2021 14,759
2022 14,136
2023 14,395
2024 13,615
Thereafter 10,951
Total minimum lease commitments $ 83,483

7.6. Debt

The Company's debt ~~obligations consist~~obligation consists of the Secured Credit Facility with J.P. Morgan Chase Bank, N.A. (the “Credit Facility”),. In January 2021, the Company repaid all of its outstanding principal balance of $24.9 million under the J.P. Morgan Chase Bank, N.A. Secured Term Loan (the "Term Loan"), which had an original maturity date of October 2021. As of April 3, 2021, the Company did not have any remaining short- or long-term debt obligations, and as ~~well as debt acquired in~~of October 3, 2020 the ~~acquisition of Snips.~~

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~~SONOS, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~(unaudited)~~

~~The~~ Company’s short- and long-term debt obligations ~~as of~~ ~~March 28, 2020~~ ~~and September 28, 2019~~ were as follows:


	October 3, 2020
	Rate	Balance
(In thousands, except percentages)
Term loan (1)	2.4 %	$	25,000
Unamortized debt issuance costs (2)		(82)
Total indebtedness		24,918
Less short-term portion		(6,667)
Long-term debt		$	18,251

(1)Original maturity date of October 2021 and bore interest at a variable rate equal to an adjusted LIBOR plus 2.25%, payable quarterly.

March 28, 2020 September 28, 2019
(In thousands, except percentages)
Term loan ⁽¹⁾
4.1 % $ 30,000
4.6 % $ 33,333
Unamortized debt issuance costs ⁽²⁾
(122 ) (160 )
Total indebtedness 29,878
33,173
Less short-term portion (8,333 ) (8,333 )
Long-term debt $ 21,545
$ 24,840
(2)Debt issuance costs were recorded as a debt discount and recorded as interest expense over the term of the agreement.


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


~~(2)~~	~~Debt issuance costs are recorded as a debt discount and recorded as interest expense over the term of the agreement.~~

The Credit Facility allows the Company to borrow up to $80.0 million, restricted to the value of the borrowing base, which is based on the value of inventory and accounts receivable and is subject to ~~monthly~~quarterly redetermination. The Credit Facility matures in October 2021 and may be drawn as Commercial Bank Floating Rate Loans (at the higher of prime rate or adjusted LIBOR plus 2.50%) or Eurocurrency Loans (at LIBOR plus an applicable margin). As of both ~~March 28,~~April 3, 2021 and October 3, 2020, ~~and September 28, 2019,~~ the Company did not have any outstanding borrowings and had ~~$4.5~~$2.9 million and $0.5 million, respectively, in undrawn letters of credit that reduce the availability under the Credit Facility.

Debt obligations under the Credit Facility ~~and the Term Loan~~ require the Company to maintain a consolidated fixed charge ratio of at least 1.0, restrict distribution of dividends unless certain conditions are met, such as having a fixed charge ratio of at least 1.15, and require financial statement reporting and delivery of borrowing base certificates. As of ~~March 28,~~April 3, 2021 and October 3, 2020, ~~and September 28, 2019,~~ the Company was in compliance with all financial covenants. The Credit Facility ~~and the Term Loan are~~is collateralized by eligible inventory and accounts receivable of the Company, as well as the Company's intellectual property including patents and trademarks.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(unaudited)

7. Commitments and ~~contingencies~~Contingencies

Legal proceedings

From time to time, the Company is involved in legal proceedings in the ordinary course of business, including claims relating to employee relations, business practices and patent infringement. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict, and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. An unfavorable outcome to any legal matter, if material, could have an adverse effect on the Company’s operations or its financial position, liquidity or results of operations.

On January 7, 2020, the Company filed a complaint with the U.S. International Trade Commission ("ITC") against Alphabet Inc. ("Alphabet") and Google LLC ("Google") and a lawsuit in the U.S. District Court for the Central District of California against ~~Google LLC.~~Google. The complaint and lawsuit each allege infringement of certain Sonos patents related to its smart speakers and related technology. On February 6, 2020, the ITC initiated a formal investigation into the Company’s claims. Google and Alphabet filed an initial answer in the ITC action on February 27, 2020 and an amended answer on April 3, 2020, denying infringement and alleging that the asserted patents are invalid. The ITC case went to trial at the end of February 2021, and we expect an initial determination from the administrative law judge in the ITC case on or about August 13, 2021, which date was extended from the original date of May 11, 2021 as a result of COVID-related scheduling issues and workload increases pursuant to an order from the Chief Administrative Law Judge in May 2021. On March 4, 2020, the California District Court stayed the district court proceeding pending resolution of the ITC investigation. On March 11, 2020, Google filed an answer in the California District Court, denying infringement and alleging that the asserted patents are invalid. On September 28, 2020, Google filed for a declaratory judgement of non-infringement in the U.S. District Court for the Northern District of California related to 5 different Sonos patents. On September 29, 2020, the Company filed a lawsuit against Google in the U.S. District Court for Western District of Texas, alleging infringement of those 5 Sonos patents and seeking monetary damages and other non-monetary relief. On December 1, 2020, the Company filed a lawsuit against Google Germany GmbH and Google Ireland Ltd. in the regional court of Hamburg, Germany, alleging infringement of a Sonos patent related to control of playback of media by mobile and playback devices and seeking non-monetary relief. The Hamburg Court issued a judgment on February 25, 2021 declining to issue a preliminary injunction against Google Germany GmbH, although such court did issue a preliminary injunction against Google Ireland Ltd. in April 2021. See Note 14 "Subsequent Event" for more details.

On June 11, 2020, Google filed a lawsuit in the U.S. District Court for the Northern District of California against the Company, alleging infringement of 5 Google patents generally related to noise cancellation, digital rights management, media search and wireless relays and seeking monetary damages and other non-monetary relief. On November 2, 2020, the California District Court granted Sonos’ motion and dismissed Google’s allegation of infringement of one of such 5 Google patents, a patent generally related to media search, finding that the invention at issue is patent ineligible. On June 12, 2020, Google filed lawsuits in District Court Munich I against Sonos Europe B.V. and Sonos, Inc., alleging infringement of 2 Google patents generally related to digital rights management and search notifications, and seeking monetary damages and an injunction preventing sales of any infringing Sonos products. On January 14, 2021, Google amended its infringement complaint related to the search notifications patent to relate to a limited version of the claims, in view of prior art cited by the Company. On March 3, 2021, the District Court Munich stayed a case for infringement of the search notifications patent pending the outcome of a nullity action based on doubt as to the validity of the patent. On August 21, 2020, Google filed a lawsuit against Sonos, Inc. in Canada, alleging infringement of 1 Google patent generally related to noise cancellation technology. On August 21, 2020, Google filed a lawsuit against Sonos Europe B.V. and Sonos, Inc. in France, alleging infringement of 2 Google patents generally related to digital rights management and search notifications, and seeking monetary damages and an injunction preventing sales of any infringing Sonos products. On February 8, 2021, Google withdrew its infringement allegations regarding the search notifications patent in view of prior art brought to the attention of the court by the Company. In August 2020, Google filed a lawsuit against Sonos Europe B.V. and Sonos, Inc. in the Netherlands alleging infringement of a Google patent related to search notifications, and seeking monetary damages and an injunction preventing sales of any infringing Sonos products. In September 2020, Google filed a lawsuit against Sonos Europe B.V. in the

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SONOS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(unaudited)

Netherlands, alleging infringement of a Google patent related to digital rights management, and seeking monetary damages and enforcement of an injunction preventing sales of any infringing Sonos products, which was transferred to the Midden-Netherlands court on March 22, 2021 following the grant of the Company's challenge to improper jurisdiction. A range of loss, if any, associated with these matters is not probable or reasonably estimable as of April 3, 2021 and October 3, 2020.

On March 10, 2017, Implicit, LLC (“Implicit”) filed a patent infringement action in the United States District Court, District of Delaware against the Company. Implicit is asserting that the Company infringed on 2 patents in this case. The Company denies the allegations. There is no assurance of a favorable outcome and the Company’s business could be adversely affected as a result of a finding that the Company patents-in-suit are invalid and/or unenforceable. A range of loss, if any, associated with this matter is not probable or reasonably estimable as of ~~March 28, 2020~~April 3, 2021 and ~~September 28, 2019.~~October 3, 2020.

The Company is involved in certain other litigation matters not listed above but does not consider these matters to be material either individually or in the aggregate at this time. The Company’s view of the matters not listed may change in the future as the litigation and events related thereto unfold.

On May 13, 2020, the Company was granted a temporary exclusion from the August 2019 Section 301 Tariff Action (List 4A) ("Section 301 tariffs") for its component products. On July 23, 2020, the Company was granted a temporary exclusion from Section 301 tariffs for its core speaker products. These exclusions eliminated the tariffs on the Company's component and core speaker products imported from China until August 31, 2020 and entitled the Company to a refund for the tariffs paid since September 2019, the date the Section 301 tariffs were imposed. On August 28, 2020, the United States Trade Representative granted an extension through December 31, 2020 of the exclusion for the Company’s core products, with the Section 301 tariffs for our core products automatically reinstating on January 1, 2021. The exclusion for the Company’s component products was not extended past August 31, 2020, with the Section 301 tariffs for our component products automatically reinstating on September 1, 2020. Tariff refund claims are subject to review and approval by U.S. Customs and Border Protection. As of April 3, 2021, the Company recognized $6.2 million in refunds based upon acceptance of the Company's refund request, recognized as a reduction to cost of revenue, and the outstanding refund receivable was approximately $1.1 million which is recorded in other current assets on the condensed consolidated balance sheets. As of April 3, 2021, the remaining outstanding tariff refund the Company expects to recover was approximately $27.5 million. The Company did not record these potential refunds due to uncertainty of the timing of acceptance of approval and will be recognized as a reduction to cost of revenue if and when acceptance occurs.

8. Stockholders' ~~equity~~Equity

Share repurchase program

~~In September 2019,~~On November 17, 2020, the Board of Directors authorized a common stock repurchase program of up to $50.0 million. During the six months ended ~~March 28, 2020,~~April 3, 2021, the Company repurchased ~~2,536,845~~19,547 shares for an aggregate purchase price of ~~$33.2~~$0.7 million at an average price of ~~$13.07~~$34.86 per share under the repurchase program. The Company had ~~$16.8~~$49.3 million available for share repurchases under the repurchase program as of ~~March 28, 2020. Additionally, treasury~~April 3, 2021.

Treasury stock during the six months ended ~~March 28, 2020~~April 3, 2021 included shares withheld to satisfy employees' tax withholding requirements in connection with vesting of ~~restricted~~RSUs. Additionally, during the six months ended April 3, 2021 the Company retired 1,017,308 shares of treasury stock. The Company accounts for the retirement of treasury stock ~~unit awards ("RSUs").~~by deducting its par value from common stock and reflecting any excess of cost over par value as a deduction from additional paid-in-capital on the condensed consolidated balance sheets.

~~10.~~9. Stock-based ~~compensation~~Compensation

~~In 2003, the Company’s Board of Directors (the “Board”) established the 2003 Stock~~2018 Equity Incentive Plan ~~(as amended, the “2003 Plan”).~~

In July 2018, the Board adopted the 2018 Equity Incentive Plan (the “2018 Plan”) ~~and ceased granting awards under the 2003 Plan.~~. The 2018 Plan became effective in connection with the Company's initial public offering ("IPO"). ~~Any remaining~~The number of shares ~~of common stock available for issuance under the 2003 Plan on the effective date of the 2018 Plan were added to the shares of common stock~~ reserved for issuance under the 2018 Plan asincrease automatically on January 1 of ~~such date,~~each year beginning in 2019 and ~~additional~~continuing through 2028 by a number of shares of common stock ~~that would become available for issuance under~~equal to the ~~2003 Plan in~~lesser of (x) 5% of the ~~future will instead become available for issuance under~~total outstanding shares

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SONOS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(unaudited)

of the ~~2018 Plan,~~Company’s common stock and common stock equivalents as ~~further discussed in~~of the ~~Annual Report.~~immediately preceding December 31 (rounded to the nearest whole share) and (y) a number of shares determined by the Company's board of directors (the "Board").

Stock options

Pursuant to the 2018 Plan, the Company issues stock options to ~~employees.~~employees and directors. The fair value of the stock options is based on the Company’s closing stock price on the trading day immediately prior to the date of grant. The option price, number of shares, and grant date are determined at the discretion of the Board. For so long as the option holder performs services for the Company, the options generally vest over 48 months, ~~with cliff vesting after one year and generally vest~~ on a monthly or quarterly basis, ~~thereafter,~~with certain options subject to an initial annual cliff vest, and are exercisable for a period not to exceed ten years from the date of grant.

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~~SONOS, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~(unaudited)~~

The summary of the Company’s stock option activity is as follows:


	Number of Options	Weighted-Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
				(In years)	(In thousands)
Outstanding at October 3, 2020	28,422,940	$	12.03	5.6	$	99,053
Granted	0	0
Exercised	(10,829,628)	11.01
Forfeited	(403,681)	14.30
Outstanding at April 3, 2021	17,189,631	$	12.62	5.5	$	452,794
At April 3, 2021
Options exercisable	14,465,856	$	12.25	5.1	$	386,395
Options vested and expected to vest	16,893,229	$	12.59	5.5	$	445,523

Number of
Options
Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value
(In years) (In thousands)
Outstanding at September 29, 2019 37,155,568
$ 11.39
6.3 $ 94,288
Granted —

Exercised (2,186,674 )

Forfeited (892,262 )

Outstanding at March 28, 2020 34,076,632
$ 11.67
5.9 $ 34,439
At March 28, 2020
Options exercisable 26,650,301
$ 10.94
5.4 $ 34,439
Options vested and expected to vest 33,117,267
$ 11.59
5.9 $ 34,439

As of ~~March 28,~~April 3, 2021 and October 3, 2020, ~~and September 28, 2019,~~ the Company had ~~$29.9~~$10.5 million and ~~$43.9~~$16.9 million, respectively, of unrecognized stock-based compensation expense related to stock options, which is expected to be recognized over a weighted-average period of ~~1.7~~1.2 and ~~2.0~~1.5 years, respectively.

Restricted stock units

Pursuant to the 2018 Plan, the Company issues RSUs to employees and directors. The fair value of RSUs is based on the Company's closing stock price on the trading day immediately preceding the date of grant. RSUs typically have an initial annual cliff vest, and then vest quarterly over the service period, which is generally four years. The summary of the Company’s ~~unvested~~ RSU activity is as follows:


	Number of Units	Weighted-Average Grant Date Fair Value		Aggregate Intrinsic Value
				(In thousands)
Outstanding at October 3, 2020	11,647,951	$	10.50	$	180,543
Granted	2,613,732
Released	(1,989,069)
Forfeited	(607,864)
Outstanding at April 3, 2021	11,664,750	$	11.87	$	454,459

Number of
Units
Weighted Average Grant Date Fair Value Aggregate Intrinsic Value
(In thousands)
Unvested at September 29, 2019 6,716,786
$ 11.40
$ 90,744
Granted 1,572,617

Vested (923,636 )
Forfeited (382,429 )
Unvested at March 28, 2020 6,983,338
$ 11.99
$ 60,196
At March 28, 2020
Units expected to vest 5,648,433
$ 12.00
$ 48,689

As of ~~March 28,~~April 3, 2021 and October 3, 2020, ~~and September 28, 2019,~~ the Company had ~~$62.6~~$105.1 million and ~~$55.6~~$92.4 million of unrecognized stock-based compensation expense related to RSUs, which is expected to be recognized over a weighted-average period of ~~3.1~~2.8 and ~~3.4~~3.0 years, respectively.

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SONOS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(unaudited)

Performance stock units ("PSU")

Pursuant to the 2018 Plan, the Company has issued and may issue certain PSUs that vest on the satisfaction of service and performance conditions. The Company estimates the fair value of PSUs on the grant date and recognizes compensation expense in the period it becomes probable that performance conditions will be achieved. On a quarterly basis, the Company re-evaluates the assumption of the probability that performance conditions will be satisfied and revises its estimates as appropriate as new or updated information becomes available. The summary of the Company’s PSU activity is as follows:


	Number of Units	Weighted-Average Grant Date Fair Value		Aggregate Intrinsic Value
				(In thousands)
Outstanding at October 3, 2020	0	$	0	$	0
Granted	158,521
Vested	0
Forfeited	0
Outstanding at April 3, 2021	158,521	$	22.81	$	6,176

As of April 3, 2021, the Company had $4.3 million of unrecognized stock-based compensation expense related to PSUs, which is expected to be recognized over a weighted-average period of 1.7 years.

Stock-based compensation

Total stock-based compensation expense by functional category was as follows:


	Three Months Ended				Six Months Ended
	April 3, 2021		March 28, 2020		April 3, 2021		March 28, 2020
(In thousands)
Cost of revenue	$	261	$	278	$	474	$	561
Research and development	6,683		5,427		12,942		10,543
Sales and marketing	3,632		3,407		7,040		6,948
General and administrative	5,787		4,282		10,751		8,546
Total stock-based compensation expense	$	16,363	$	13,394	$	31,207	$	26,598

Three Months Ended Six Months Ended
March 28, 2020 March 30, 2019 March 28, 2020 March 30, 2019
(In thousands)
Cost of revenue $ 278
$ 218
$ 561
$ 403
Research and development 5,427
4,284
10,543
7,888
Sales and marketing 3,407
3,128
6,948
5,809
General and administrative 4,282
3,456
8,546
6,018
Total stock-based compensation expense $ 13,394
$ 11,086
$ 26,598
$ 20,118

10. Income Taxes

~~11. Income taxes~~

The Company’s tax provision and the resulting effective tax rate for interim periods is determined based upon its estimated annual effective tax rate ("AETR"), adjusted for the effect of discrete items arising in that quarter. The impact of such inclusions could result in a higher or lower effective tax rate during a ~~particular~~ quarter, based upon the mix and timing of actual earnings or losses versus annual projections. In each quarter, the Company updates its estimate of the ~~annual effective tax rate,~~AETR, and if the estimated ~~annual tax rate~~AETR changes, a cumulative adjustment is made in that quarter.

~~The Company had an income tax benefit of $1.8 million and $0.2 million for the three months ended~~ ~~March 28, 2020~~ and March 30, 2019, respectively, related to foreign and U.S. federal and state income taxes. The Company had an income tax benefit of $0.2 million and an income tax expense of $2.2 million for the six months ended ~~March 28, 2020~~ ~~and March 30, 2019, respectively, related to foreign and U.S. federal and state income taxes.~~ For the three and six months ended March 28, 2020,, the Company ~~continues~~excluded certain jurisdictions from the calculation of the estimated AETR as the Company anticipated an ordinary loss in these jurisdictions for which no tax benefit could be recognized.

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SONOS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(unaudited)

The Company recorded benefit from incomes taxes of $6.5 million and of $1.8 million for the three months ended April 3, 2021 and March 28, 2020, respectively, related to ~~maintain~~U.S. and non-U.S. income taxes. The Company recorded a ~~full valuation allowance on its~~provision for incomes taxes of $2.6 million and benefit from income taxes of $0.2 million for the six months ended April 3, 2021 and March 28, 2020, respectively. For the three and six months ended April 3, 2021 the Company's tax provision includes a discrete benefit for U.S. ~~federal, state, and certain foreign jurisdictions net deferred tax assets as it is more likely than not that those deferred tax assets will not be realized.~~

share based compensation. For the six months ended March 28, 2020,, the Company's tax provision includes a discrete income tax benefit ~~of approximately $0.6 million as a result of~~resulting from a favorable release of uncertain tax positions in the U.S. coinciding with the issuance of the Base Erosion and Anti-Abuse Tax (“BEAT”) Regulations.

For the ~~three and~~ six months ended ~~March 28, 2020~~,April 3, 2021, the Company ~~excluded~~maintained a full valuation allowance on its deferred tax assets in the U.S. and ~~certain foreign jurisdictions from~~ the ~~calculation~~Netherlands due to its history of operating losses. It is possible that within the next 12 months there may be sufficient positive evidence to release a portion or all of the estimated annual effective tax rate ("AETR") as the Company anticipates an ordinary loss in these jurisdictions for which no tax benefit can be recognized. For the three and six months ended March 30, 2019, the Company calculated its U.S. income tax provision using the discrete method as though the interim year to date period was an annual period. The applicationvaluation allowance. Release of the ~~AETR method generally required by ASC 740 was impractical for the U.S. interim tax provision in fiscal 2019 given that normal deviations in the projected pre-tax net income (loss)~~valuation allowance in the U.S. and the Netherlands would result in a benefit to income tax expense for the period the release is recorded, which could have ~~resulted~~a material impact on net earnings. The timing and amount of the potential valuation allowance release are subject to significant management judgment, as well as prospective earnings in ~~a disproportionate~~the U.S. and ~~unreliable effective tax rate under~~ the ~~AETR method.~~Netherlands.

11. Net Income (Loss) Per Share Attributable to Common Stockholders

~~12. Net income (loss) per share attributable to common stockholders~~

Basic net income (loss) attributable to common stockholders per share is calculated by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding less shares subject to repurchase. Diluted net income (loss) per share attributable to common stockholders adjusts the basic net income (loss) per share attributable to common stockholders and the weighted-average number of shares of common stock outstanding for the potentially dilutive impact of stock ~~options and RSUs,~~awards, using the treasury stock method.

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~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~(unaudited)~~

The following table sets forth the computation of the Company’s basic and diluted net income (loss) per share attributable to common stockholders:


	Three Months Ended				Six Months Ended
	April 3, 2021		March 28, 2020		April 3, 2021		March 28, 2020
(In thousands, except share and per share data)
Numerator:
Net income (loss) attributable to common stockholders - basic and diluted	$	17,221	$	(52,320)	$	149,513	$	18,454
Denominator:
Weighted-average shares of common stock—basic	121,880,615		109,515,049		118,745,569		109,249,866
Effect of potentially dilutive stock options	12,040,149		0		10,073,032		6,185,155
Effect of RSUs	9,105,551		0		8,016,629		2,384,548
Effect of PSUs	29,231		0		14,616		0
Weighted-average shares of common stock—diluted	143,055,546		109,515,049		136,849,846		117,819,569
Net income (loss) per share attributable to common stockholders:
Basic	$	0.14	$	(0.48)	$	1.26	$	0.17
Diluted	$	0.12	$	(0.48)	$	1.09	$	0.16

Three Months Ended Six Months Ended
March 28, 2020 March 30, 2019 March 28, 2020 March 30, 2019
(In thousands, except share and per share data)
Numerator:
Net income (loss) attributable to common stockholders - basic and diluted $ (52,320 ) $ (22,824 ) $ 18,454
$ 38,843
Denominator:
Weighted-average shares of common stock—basic 109,515,049
102,331,529
109,249,866
101,239,817
Effect of potentially dilutive stock options —
—
6,185,155
9,901,628
Effect of RSUs —
—
2,384,548
332,612
Weighted-average shares of common stock—diluted 109,515,049
102,331,529
117,819,569
111,474,057
Net income (loss) per share attributable to common stockholders:
Basic $ (0.48 ) $ (0.22 ) $ 0.17
$ 0.38
Diluted $ (0.48 ) $ (0.22 ) $ 0.16
$ 0.35

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SONOS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(unaudited)

The following potentially dilutive shares were excluded from the computation of diluted net income (loss) per share attributable to common stockholders because including them would have been antidilutive:

Three Months Ended Six Months Ended
March 28, 2020 March 30, 2019 March 28, 2020 March 30, 2019
Stock options to purchase common stock 34,840,568
41,602,128
29,425,147
34,926,238
Restricted stock units 7,081,150
3,215,651
4,635,242
1,410,272
Total 41,921,718
44,817,779
34,060,389
36,336,510


	Three Months Ended		Six Months Ended
	April 3, 2021	March 28, 2020	April 3, 2021	March 28, 2020
Stock options to purchase common stock	7,523,579	34,840,568	12,299,023	29,425,147
Restricted stock units	3,219,598	7,081,150	4,354,744	4,635,242
Performance stock units	44,217	0	22,109	0
Total	10,787,394	41,921,718	16,675,876	34,060,389

~~13. Business combination~~

12. Restructuring Plan

On ~~November 14, 2019,~~June 23, 2020, the Company ~~completed~~initiated a restructuring plan as part of its efforts to reduce operating expenses and preserve liquidity due to the ~~acquisition of 100%~~uncertainty and challenges stemming from the COVID-19 pandemic (the "2020 restructuring plan"). As part of the ~~equity interests~~2020 restructuring plan, the Company eliminated approximately 12% of ~~Snips, a France-based provider~~its global headcount and closed its New York retail store and 6 satellite offices in order to better align resources to provide further operating flexibility and more efficiently position the business for its long-term strategy. Activities under the 2020 restructuring plan were substantially completed in the first quarter of ~~an artificial intelligence voice platform for connected devices that provides private-by-design, voice technology. The acquisition brought a talented group of employees~~fiscal 2021.

Total pre-tax restructuring and ~~strategic IP~~related costs under the 2020 restructuring plan were $26.4 million, which was incurred in fiscal 2020. For the assets deemed to ~~enhance the voice experience on Sonos products. The total purchase price consideration~~be impaired as part of the ~~acquisition~~2020 restructuring, the Company estimated fair value using an income-approach based on management’s forecast of ~~Snips~~future cash flows expected to be derived from the property. In the first quarter of fiscal 2021, the Company negotiated the early termination of a facility lease that was ~~$36.3~~part of the 2020 restructuring and recorded a gain of $2.8 million, ~~of which $35.6 million~~representing the difference between the related operating lease liability and previously accrued restructuring expenses versus the early termination payment. The gain was ~~paid in cash at closing, and $0.7 million was recorded~~recognized as a ~~contingent consideration liability.~~credit in sales and marketing expenses on the condensed consolidated statements of operations and comprehensive income. The ~~terms~~cash paid related to the settlement of the ~~contingent consideration were met,~~lease liability as part of the early termination is included within "Cash paid for amounts included in the measurement of lease liabilities" within the supplemental disclosure on the condensed consolidated statements of cash flows.

The remaining balance in accrued expenses and ~~the contingent consideration was paid in cash in the~~accrued compensation associated with restructuring activities is nominal as of second quarter of fiscal ~~2020.~~2021. These costs required the Company to make certain judgments and estimates regarding the amount and timing of the 2020 restructuring plan and related impairment charges or recoveries. The estimated liability could change subsequent to its recognition as part of the 2020 restructuring plan, requiring adjustments to the expense and liability recorded. On a quarterly basis, the Company conducts an evaluation of the related liabilities and expenses and revises its assumptions and estimates as appropriate as new or updated information becomes available.

13. Retirement Plans

The Company ~~accounted~~has a defined contribution 401(k) plan (the "401(k) Plan") for ~~this transaction~~the Company’s U.S.-based employees, as ~~a business combination and allocated~~well as various defined contribution plans for its international employees. Eligible U.S. employees may make tax-deferred contributions under the purchase consideration to assets acquired and liabilities assumed, with $25.2 million in intangible assets, $3.2 million in net liabilities assumed, and $14.3 million in estimated goodwill on the date of acquisition. Subsequent401(k) plan, but are limited to the ~~acquisition date, an immaterial purchase price adjustment was recorded resulting in an immaterial increase to goodwill.~~maximum annual dollar amount allowable under the Internal Revenue Code of 1986, as amended (the "Code"). The ~~goodwill recognized was primarily attributable to~~Company matches contributions towards the ~~assembled workforce~~401(k) Plan and ~~expected post-acquisition synergies from integrating Snips’ technology into~~international defined contribution plans. The Company's matching contributions totaled $1.8 million and $1.5 million for the three months ended April 3, 2021 and March 28, 2020, respectively. The Company's ~~products. The goodwill is not deductible~~matching contributions totaled $3.5 million and $3.1 million for ~~income tax purposes.~~the six months ended April 3, 2021 and March 28, 2020, respectively.

The results of Snips' operations have been included in the Company's consolidated results of operations since the date of acquisition. Pro forma results of operations have not been presented because the effect of the acquisition was not material to the Company's condensed consolidated statement of operations and comprehensive income.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(unaudited)

~~One-time acquisition-related costs~~

14. Subsequent Event

On April 29, 2021, the Company obtained a preliminary injunction from the Court of ~~$1.4 million were expensed as general and administrative expenses as incurred.~~

~~Additional information, such as~~Hamburg that prevents Google Ireland Ltd. from making available in Germany its Cast technology, aspects of which are protected by a Sonos patent related to ~~income tax~~enabling the ability to cast and ~~other contingencies, existing~~control media content from a mobile phone or tablet to one or more smart playback devices. The preliminary injunction requires Google to stop providing mobile devices, playback devices, and software which use the infringing Cast technology. Further details regarding the enforcement of the preliminary injunction will be set forth in the full judgment, which is not yet available as of the ~~acquisition~~ date ~~but unknown to us may become known during the remainder~~ of ~~the measurement period, not to exceed 12 months from the acquisition date, which may result in changes to the amounts and allocations recorded.~~this filing.

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Item 2. Management's discussion and analysis of financial condition and results of operations

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

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

~~Forward-looking statements~~Forward-Looking Statements

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

Overview

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

Our innovative products, seamless customer experience, and expanding global footprint have driven 1415 consecutive years of sustained revenue growth ~~from~~since our first product ~~launch through~~launch. We generate revenue from the ~~end~~sale of our ~~last completed fiscal year. We sell~~Sonos speaker products, including wireless speakers and home theater speakers, from our Sonos system products, ~~primarily through over 10,000~~which largely comprise of our component products, and from partner products and other revenue, including partnerships with IKEA and Sonance, Sonos and third-party ~~physical retail stores, including custom installers of home audio systems. We also sell through select e-commerce retailers~~accessories, licensing, advertising, and ~~our website sonos.com. Our products are distributed in over 50 countries.~~subscription revenue.

COVID-19 ~~Impacts~~Update

In December 2019, the novel coronavirus (COVID-19) was reported in China and subsequently was declared a global pandemic in March 2020 by the World Health Organization. The impact of the pandemic has led to significant challenges to our global economy. Starting in March 2020, we implemented global travel restrictions and work-from-home policies for employees who have the ability to work ~~remotely.~~remotely and continue to operate with these

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policies through the second quarter of fiscal 2021. As of the date of this report, these policies have not materially adversely affected our operations, financial reporting or internal controls.

~~Customer demand.~~We saw weakening demand and closures of physical retail stores in the majority of our end markets. Our retail partners have made significant modifications to the retail experience, such as store closures, placing limits on the number of customers permitted in stores, and shifting from in-store shopping to curbside pickup. Our retail partners reduced orders to adjust inventory levels in response to lower consumer sales resulting from decreased store traffic. The demand for our products could be adversely affected depending on the severity and durationAs a result of the ~~crisis~~COVID-19 pandemic, beginning in fiscal 2020 and ~~the resulting restrictions on physical retail stores. Despite these challenges,~~continuing into fiscal 2021, we have experienced ~~growth~~strong performance in our direct-to-consumer sales channel, primarily driven by strong orders through our ~~website, as consumers shifted~~website. We have experienced certain weakening of retail demand during the pandemic due to ~~online purchasing. Revenue from our direct-to-consumer channel increased 31.7% for the three months ended March 28, 2020 compared to the three months ended March 30, 2019.~~

~~Supply chain.~~ Asmodifications of the ~~date of this report, there~~retail experience and inventory re-balancing by retail partners, particularly in fiscal 2020. COVID-19 had certain impacts on our supply chain. The ongoing COVID-19 pandemic has ~~been minimal disruption~~led to world-wide supply chain challenges including shipping and logistics challenges and significant limits on component supplies which have resulted in delayed product availability. These challenges have also further delayed our efforts to fully diversify our supply chain ~~and we~~into Malaysia until fiscal 2022. We expect this to impact us as long as the global supply chain is experiencing these challenges. We continue to ~~have the ability~~invest in supply chain initiatives to meet ~~our~~increasing customer ~~demand.~~

~~Liquidity and capital resources.~~ demand to address industry-wide capacity challenges. We ~~have implemented a number of initiatives~~continue to maintain our liquidity and rationalize our operating expenses, including reducing the pace of investment in inventory, suspending travel, and suspending new hiring, employee promotions and merit-based payroll increases. To the extent that disruption to the business continues, we will evaluate additional cost management initiatives, which will be dependent on the severity and duration of the COVID-19 pandemic.

We believe our existing cash and cash equivalent balances, cash flow from operations, and committed credit lines are sufficient to meet our long-term working capital and capital expenditure needs. ~~As of March 28, 2020, we had cash and cash equivalents of $283.3 million, long-term debt of $21.5 million, and an undrawn revolving credit facility of $80.0 million providing further flexibility.~~

While the situation caused by COVID-19 is unprecedented and dynamic, we have considered its impact when developing our estimates and assumptions. Actual results and outcomes may differ from our estimates and assumptions. For additional information of risks related to COVID-19, refer to Part II, Item 1A. Risk factors.

Key ~~metrics~~Metrics

In addition to the measures presented in our condensed consolidated financial statements, we use the following key metrics to evaluate our business, measure our performance, identify trends affecting our business and assist us in making strategic decisions. Our key metrics are total revenue, products sold, adjusted EBITDA and adjusted EBITDA margin. The most directly comparable financial measure calculated under U.S. GAAP for adjusted EBITDA is net income (loss). In the three months ended April 3, 2021 and March 28, 2020, ~~and March 30, 2019,~~ we had net ~~losses~~income of ~~$52.3~~$17.2 million and ~~$22.8~~net loss of $52.3 million, respectively. In the six months ended April 3, 2021 and March 28, 2020, ~~and March 30, 2019,~~ we had net income of ~~$18.5~~$149.5 million and ~~$38.8~~$18.5 million, respectively.


	Three Months Ended						Six Months Ended
	April 3, 2021			March 28, 2020			April 3, 2021			March 28, 2020
(In thousands, except percentages)
Total revenue	$	332,949		$	175,098		$	978,532		$	737,181
Products sold	1,039			681			3,688			3,620
Adjusted EBITDA(1)	$	48,513		$	(28,382)		$	214,779		$	64,836
Adjusted EBITDA margin(1)	14.6		%	(16.2)		%	21.9		%	8.8		%

Three Months Ended Six Months Ended
March 28, 2020 March 30, 2019 March 28, 2020 March 30, 2019
(in thousands, except percentages)
Total revenue $ 175,098
$ 210,173
$ 737,181
$ 706,544
Products sold 681
887
3,620
3,295
Adjusted EBITDA⁽¹⁾
$ (28,382 ) $ (2,757 ) $ 64,836
$ 84,662
Adjusted EBITDA margin⁽¹⁾
(16.2 )% (1.3 )% 8.8 % 12.0 %

(1)For additional information regarding adjusted EBITDA and adjusted EBITDA margin (which are non-GAAP financial measures), including reconciliations of net income, to adjusted EBITDA, see the sections titled “Adjusted EBITDA and adjusted EBITDA margin” and "Non-GAAP financial measures” below.


⁽¹⁾	For additional information regarding Adjusted EBITDA and Adjusted EBITDA margin (which are non-GAAP financial measures), including reconciliations of net income (loss), to Adjusted EBITDA, see the sections titled “Adjusted EBITDA and adjusted EBITDA margin” and "Non-GAAP financial measures” below.

Products ~~sold~~Sold

Products sold represents the number of products that are sold during a period, net of ~~returns. Products sold has been redefined to align with our new product revenue categories~~returns, and includes the sale of products in the Sonos speakers and Sonos system products categories, as well as module units sold through our partnerships with IKEA

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

Adjusted EBITDA and ~~adjusted~~Adjusted EBITDA ~~margin~~Margin

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

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

Non-GAAP ~~financial measures~~Financial Measures

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

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

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

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

•do not reflect interest income, primarily resulting from interest income earned on our cash and cash equivalent balances;

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

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

•do not reflect the provision for or benefit from income tax that may result in payments that reduce cash available to us;

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

•may not be comparable to similar non-GAAP financial measures used by other companies, because the expenses and other items that we exclude in our calculation of these non-GAAP financial measures may differ from the expenses and other items, if any, that other companies may exclude from these non-GAAP financial measures when they report their operating results.

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

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


	Three Months Ended						Six Months Ended
	April 3, 2021			March 28, 2020			April 3, 2021			March 28, 2020
(In thousands, except percentages)
Net income (loss)	$	17,221		$	(52,320)		$	149,513		$	18,454
Add (deduct):
Depreciation and amortization	8,742			9,726			16,725			18,831
Stock-based compensation expense	16,363			13,394			31,207			26,598
Interest income	(44)			(874)			(80)			(1,873)
Interest expense	182			374			448			827
Other (income) expense, net	1,578			1,423			(2,680)			(3,001)
Provision for (benefit from) income taxes	(6,542)			(1,810)			2,578			(153)
Restructuring and related expenses (Note 12)	—			—			(2,611)			—
Legal and transaction related costs (1)	11,013			1,705			19,679			5,153
Adjusted EBITDA	$	48,513		$	(28,382)		$	214,779		$	64,836
Revenue	$	332,949		$	175,098		$	978,532		$	737,181
Adjusted EBITDA margin	14.6		%	(16.2)		%	21.9		%	8.8		%

(1)Legal and transaction-related costs consist of expenses related to our intellectual property ("IP") litigation against Alphabet and Google as well as legal and transaction costs associated with our acquisition activity, which we consider non-recurring expenses and do not consider representative of our underlying operating performance.

Three Months Ended Six Months Ended
March 28,
2020 March 30,
2019 March 28,
2020 March 30,
2019
(in thousands, except percentages)
Net income (loss) $ (52,320 ) $ (22,824 ) $ 18,454
$ 38,843
Add (deduct):
Depreciation and amortization 9,726
9,095
18,831
18,964
Stock-based compensation expense 13,394
11,086
26,598
20,118
Interest income (874 ) (1,227 ) (1,873 ) (1,501 )
Interest expense 374
616
827
1,288
Other (income) expense, net 1,423
710
(3,001 ) 4,708
Provision for (benefit from) income taxes (1,810 ) (213 ) (153 ) 2,242
Legal and transaction related costs ⁽¹⁾
1,705
—
5,153
—
Adjusted EBITDA $ (28,382 ) $ (2,757 ) $ 64,836
$ 84,662
Revenue $ 175,098
$ 210,173
$ 737,181
$ 706,544
Adjusted EBITDA margin (16.2 )% (1.3 )% 8.8 % 12.0 %


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

Factors ~~affecting performance~~Affecting Performance

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

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

Channel strategy. We are focused on reaching and converting prospective customers through third-party retail stores, e-commerce retailers, custom installers of home audio systems, and our website sonos.com. We are investing in our e-commerce capabilities and in-app experience to drive direct sales. Sales through our direct-to-consumer channel, primarily through sonos.com, increased in the six months ended April 3, 2021 compared to the six months ended March 28, 2020. We believe the growth of our own e-commerce channel will continue to be important to supporting our overall growth and profitability as consumers continue the shift from physical to online sales channels. Our physical retail distribution relies on third-party retailers. While we seek to increase sales through our direct-to-consumer sales channel, we expect that our third-party retailers will continue to be an important part of our ecosystem. We will continue to seek retail partners that can deliver differentiated in-store experiences to support customer demand for product demonstrations.

For additional information regarding factors affecting performance, refer to Risk factors in Part II, Item 1A. of this Quarterly Report on Form 10-Q, the Risk factors in Part I, Item 1A. of our Annual Report, and to Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Factors Affecting Our Performance" in our Annual Report.

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Components of ~~results~~Results of ~~operations~~Operations

Revenue

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

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Cost of ~~revenue~~Revenue

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

Gross ~~profit~~Profit and ~~gross margin~~Gross Margin

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

Operating ~~expenses~~Expenses

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

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

Sales and marketing. Sales and marketing expenses consist primarily of advertising and marketing activity for our products and personnel-related expenses, as well as trade show and event costs, sponsorship costs, consulting and contractor expenses, travel costs, product display expenses and related depreciation, customer experience and technology support ~~tools,~~tool expenses, revenue related sales fees from our direct-to-consumer business, and overhead costs.

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

Other ~~income (expense)~~Income (Expense), ~~net~~Net

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

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

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

Provision for ~~(benefit~~(Benefit from) ~~income taxes~~Income Taxes

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

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Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided when it is more likely than not that the deferred tax assets will not be realized. We have established a full valuation allowance to offset our U.S. and ~~certain foreign~~Netherlands net deferred tax assets due to a history of losses and the uncertainty of realizing future tax benefits from our net operating loss carryforwards and other deferred tax assets. It is possible that within the next 12 months there may be sufficient positive evidence to release a portion or all of the valuation allowance. Release of the valuation allowance in the U.S. and the Netherlands would result in a benefit to income tax expense for the period the release is recorded, which could have a material impact on net earnings. The timing and amount of the potential valuation allowance release are subject to significant management judgment, as well as prospective earnings in the U.S. and in the Netherlands.

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Results of ~~operations~~Operations

The following table sets forth our condensed consolidated results of operations for the periods indicated. The period-to-period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods.

Three Months Ended Six Months Ended
March 28,
2020 March 30,
2019 March 28,
2020 March 30,
2019
(Dollars in thousands) $ % $ % $ % $ %
Revenue $ 175,098
100.0 % $ 210,173
100.0 % $ 737,181
100.0 % $ 706,544
100.0 %
Cost of revenue ⁽¹⁾
102,089
58.3
119,760
57.0
436,552
59.2
420,842
59.6
Gross profit 73,009
41.7
90,413
43.0
300,629
40.8
285,702
40.4
Operating expenses
Research and development ⁽¹⁾
49,593
28.3
40,080
19.1
102,120
13.9
77,175
10.9
Sales and marketing⁽¹⁾
50,504
28.8
49,371
23.5
127,928
17.4
115,223
16.3
General and administrative ⁽¹⁾
26,119
14.9
23,900
11.4
56,327
7.6
47,724
6.8
Total operating expenses 126,216
72.1
113,351
53.9
286,375
38.8
240,122
34.0
Operating income (loss) (53,207 ) (30.4 ) (22,938 ) (10.9 ) 14,254
1.9
45,580
6.5
Other income (expense), net
Interest income 874
0.5
1,227
0.6
1,873
0.3
1,501
0.2
Interest expense (374 ) (0.2 ) (616 ) (0.3 ) (827 ) (0.1 ) (1,288 ) (0.2 )
Other income (expense), net (1,423 ) (0.8 ) (710 ) (0.3 ) 3,001
0.4
(4,708 ) (0.7 )
Total other income (expense), net (923 ) (0.5 ) (99 ) —
4,047
0.5
(4,495 ) (0.6 )
Income (loss) before provision for (benefit from) income taxes (54,130 ) (30.9 ) (23,037 ) (11.0 ) 18,301
2.5
41,085
5.8
Provision for (benefit from) income taxes (1,810 ) (1.0 ) (213 ) (0.1 ) (153 ) —
2,242
0.3
Net income (loss) $ (52,320 ) (29.9 )% $ (22,824 ) (10.9 )% $ 18,454
2.5 % $ 38,843
5.5 %
Adjusted EBITDA ⁽²⁾
$ (28,382 ) (16.2 )% $ (2,757 ) (1.3 )% $ 64,836
8.8 % $ 84,662
12.0 %

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

Three Months Ended Six Months Ended
March 28,
2020 March 30,
2019 March 28,
2020 March 30,
2019
$ % $ % $ % $ %
Cost of revenue $ 278
0.2 % $ 218
0.1 % $ 561
0.1 % $ 403
0.1 %
Research and development 5,427
3.1
4,284
2.0
10,543
1.4
7,888
1.1
Sales and marketing 3,407
1.9
3,128
1.5
6,948
0.9
5,809
0.8
General and administrative 4,282
2.4
3,456
1.6
8,546
1.2
6,018
0.9
Total stock-based compensation expense $ 13,394
7.6 % $ 11,086
5.3 % $ 26,598
3.6 % $ 20,118
2.8 %


	Three Months Ended								Six Months Ended
	April 03, 2021				March 28, 2020				April 3, 2021				March 28, 2020
(Dollars in thousands)	$		%		$		%		$		%		$		%
Revenue	$	332,949	100.0	%	$	175,098	100.0	%	$	978,532	100.0	%	$	737,181	100.0	%
Cost of revenue (1)	167,173		50.2		102,089		58.3		513,331		52.5		436,552		59.2
Gross profit	165,776		49.8		73,009		41.7		465,201		47.5		300,629		40.8
Operating expenses
Research and development (1)	56,370		16.9		49,593		28.3		108,717		11.1		102,120		13.9
Sales and marketing(1)	57,205		17.2		50,504		28.8		131,658		13.5		127,928		17.4
General and administrative (1)	39,806		12.0		26,119		14.9		75,047		7.7		56,327		7.6
Total operating expenses	153,381		46.1		126,216		72.1		315,422		32.2		286,375		38.8
Operating income (loss)	12,395		3.7		(53,207)		(30.4)		149,779		15.3		14,254		1.9
Other income (expense), net
Interest income	44		—		874		0.5		80		—		1,873		0.3
Interest expense	(182)		(0.1)		(374)		(0.2)		(448)		—		(827)		(0.1)
Other income (expense), net	(1,578)		(0.5)		(1,423)		(0.8)		2,680		0.3		3,001		0.4
Total other income (expense), net	(1,716)		(0.5)		(923)		(0.5)		2,312		0.2		4,047		0.5
Income (loss) before provision for (benefit from) income taxes	10,679		3.2		(54,130)		(30.9)		152,091		15.5		18,301		2.5
Provision for (benefit from) income taxes	(6,542)		(2.0)		(1,810)		(1.0)		2,578		0.3		(153)		—
Net income (loss)	$	17,221	5.2	%	$	(52,320)	(29.9)	%	$	149,513	15.3	%	$	18,454	2.5	%
Adjusted EBITDA (2)	$	48,513	14.6	%	$	(28,382)	(16.2)	%	$	214,779	21.9	%	$	64,836	8.8	%

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


	Three Months Ended								Six Months Ended
	April 03, 2021				March 28, 2020				April 03, 2021				March 28, 2020
(In thousands, except percentages)	$		%		$		%		$		%		$		%
Cost of revenue	$	261	0.1	%	$	278	0.2	%	$	474	—	%	$	561	0.1	%
Research and development	6,683		2.0		5,427		3.1		12,942		1.3		10,543		1.4
Sales and marketing	3,632		1.1		3,407		1.9		7,040		0.7		6,948		0.9
General and administrative	5,787		1.7		4,282		2.4		10,751		1.1		8,546		1.2
Total stock-based compensation expense	$	16,363	4.9	%	$	13,394	7.6	%	$	31,207	3.2	%	$	26,598	3.6	%

(2) Adjusted EBITDA is a financial measure that is not calculated in accordance with U.S. GAAP. See the sections titled “Adjusted EBITDA and adjusted EBITDA ~~margin"~~margin” and ~~"Non-GAAP~~“Non-GAAP financial measures” above.

Table of contents

Comparison of the three and six months ended April 3, 2021 and March 28, 2020 ~~and March 30, 2019~~

Revenue

Comparison of the three months ended April 3, 2021 and March 28, 2020 ~~and March 30, 2019~~


	Three Months Ended				Change
	April 3, 2021		March 28, 2020		$		%
(In thousands, except percentages)
Sonos speakers	$	267,534	$	116,367	$	151,167	129.9	%
Sonos system products	52,062		47,202		4,860		10.3	%
Partner products and other revenue	13,353		11,529		1,824		15.8	%
Total revenue	$	332,949	$	175,098	$	157,851	90.2	%

Three Months Ended Change
March 28, 2020 March 30, 2019 $ %
(In thousands, except percentages)
Sonos speakers $ 116,367
$ 160,505
$ (44,138 ) (27.5 )%
Sonos system products 47,202
38,564
8,638
22.4 %
Partner products and other revenue 11,529
11,104
425
3.8 %
Total revenue $ 175,098
$ 210,173
$ (35,075 ) (16.7 )%

Total revenue ~~decreased by $35.1 million, or 16.7%,~~increased 90.2% for the three months ended ~~March 28, 2020~~April 3, 2021 compared to the three months ended March ~~30, 2019. This decrease~~28, 2020. The growth during the quarter was driven by strong overall demand across all our product categories with the largest contribution coming from our Sonos speakers category led by the continued success of Arc and Sub. We were able to fulfill more of the strong demand for our products than expected due to ongoing supply chain capacity investments as well as improved shipping and logistics processes. Additionally, in the prior year quarter we had lower volumes which were the result of certain retail partners rebalancing inventory ~~as well as by the effects of a weakening global demand environment,~~ and the ~~closures~~negative effect of ~~physical retail stores due to~~ the COVID-19 pandemic ~~impacting~~on replenishment orders in the majority of our ~~end-markets. Despite these challenges, we experienced~~end-markets in the prior year quarter. This growth ~~in our direct-to-consumer sales channel, primarily through our website, as consumers shifted to online purchasing. Revenue from our direct-to-consumer sales channel increased 31.7% for~~was partially offset by the ~~three months ended March 28, 2020 compared to the three months ended March 30, 2019.~~

impact of continued constrained product availability and industry-wide supply chain challenges.

Sonos speakers revenue represented ~~66.5%~~80.4% of total revenue for the three months ended ~~March 28, 2020, and decreased 27.5%~~April 3, 2021. The category increased 129.9% compared to the three months ended March ~~30, 2019, driven~~28, 2020 led by ~~inventory rebalancing by~~the introduction of Arc in June 2020 and the continued success of Sub. Additionally, in the prior year quarter we had year-over-year revenue declines which were the result of certain retail partners ~~as well as by the effects of a weakening global demand environment,~~rebalancing inventory and the ~~closures~~negative effect of ~~physical retail stores due to~~ the COVID-19 pandemic ~~impacting~~on replenishment orders in the majority of our ~~end-markets.~~end-markets in the prior year quarter. Sonos system products represented ~~27.0%~~15.6% of total revenue infor the three months ended ~~March 28, 2020~~April 3, 2021 and increased ~~22.4%~~10.3% compared to the three months ended March ~~30, 2019, driven by the continued success of Sonos AMP and the launch of Sonos Port in late fiscal 2019.~~28, 2020. Partner products and other revenue represented ~~6.6%~~4.0% of total revenue infor the three months ended ~~March 28, 2020~~,April 3, 2021 and increased by ~~3.8%~~15.8% compared to the three months ended March ~~30, 2019~~,28, 2020. The increase was driven by our accessories, Sonance, and professional services partially offset by IKEA related revenue as the retailer continues to have slowed ordering modules as a result of cyclical product launches in this business model and ~~Sonance partnerships launched~~given lighter foot traffic in ~~the second quarter of fiscal 2019.~~stores and modified retail experience due to COVID-19 .

Revenue for the three months ended ~~March 28, 2020~~April 3, 2021 compared to the three months ended March ~~30, 2019 decreased 12.4%~~28, 2020 increased 90.2% in the Americas, ~~and 27.8%~~increased 99.7% in EMEA, ~~while~~and increased 55.6% in APAC. The rate of increase in the APAC ~~increased 9.4% primarily~~region was slowed due to the recognition of IKEA-related revenue ~~for IKEA recognized~~ in that ~~region.~~

~~Table of contents~~

region which declined compared to the three months ended March 28, 2020.

In constant currency U.S. dollars, total revenue ~~decreased~~increased by ~~16.0%~~83.5% for the three months ended April 3, 2021 compared to the three months ended March 28, ~~2020 compared to the three months ended~~ ~~March 30, 2019~~.2020. We calculate constant currency growth percentages by translating our prior-period financial results using the current period average currency exchange rates and comparing these amounts to our current period reported results.


	Three Months Ended
	April 3, 2021	March 28, 2020	Change
(products sold units in thousands)
Total products sold	1,039	681	358	52.6	%

Three Months Ended
March 28, 2020 March 30, 2019 Change
(products sold units in thousands)
Total products sold 681
887
(206 ) (23.2 )%

~~Volume~~The volume of products sold ~~decreased~~increased 52.6% for the three months ended April 3, 2021 compared to the three months ended March 28, 2020 primarily driven by an increase in Sonos speakers revenue category. The rate of increase of volume of products sold and revenue differed for the three months ended April 3, 2021 compared to the three months ended March ~~30, 2019~~28, 2020 primarily due to product mix.

~~, which was driven by a decrease in the Sonos speakers category.~~

Table of contents

Comparison of the six months ended April 3, 2021 and March 28, 2020 ~~and March 30, 2019~~


	Six Months Ended				Change
	April 3, 2021		March 28, 2020		$		%
(In thousands, except percentages)
Sonos speakers	$	795,050	$	583,044	212,006		36.4	%
Sonos system products	149,820		108,723		41,097		37.8	%
Partner products and other revenue	33,662		45,414		(11,752)		(25.9)	%
Total revenue	$	978,532	$	737,181	$	241,351	32.7	%

Six Months Ended Change
March 28, 2020 March 30, 2019 $ %
(In thousands, except percentages)
Sonos speakers $ 583,044
$ 596,611
$ (13,567 ) (2.3 )%
Sonos system products 108,723
90,998
17,725
19.5 %
Partner products and other revenue 45,414
18,935
26,479
139.8 %
Total revenue $ 737,181
$ 706,544
$ 30,637
4.3 %

Total revenue increased 32.7% for the six months ended April 3, 2021 compared to the six months ended March 28, 2020. The growth was primarily driven by strong overall demand for our products. Additionally, in the prior year quarter we had year-over-year revenue declines which were the result of certain retail partners rebalancing inventory and the negative effect of the COVID-19 pandemic on replenishment orders in the majority of our end-markets in the prior year second quarter. This growth was partially offset by the impact of constrained product availability and continued industry-wide supply chain challenges.

Sonos speakers revenue represented 81.2% of total revenue for the six months ended April 3, 2021. The category increased 36.4% compared to the six months ended March 28, 2020 led by the continued success of Arc, Sub, and Move. Sonos system products represented 15.3% of total revenue for the six months ended April 3, 2021 and increased 37.8% compared to the six months ended March ~~30, 2019 due to strong sales in the first quarter of fiscal 2020 following the launch of several new~~28, 2020. Partner products and partnerships. This increase was partially offset by the effects of a weakening global demand environment, and the closures of physical retail stores due to the COVID-19 pandemic impacting replenishment orders in the majority of our end-markets.

~~Sonos speakers~~other revenue represented ~~79.1%~~3.4% of total revenue infor the six months ended ~~March 28, 2020~~April 3, 2021 and decreased ~~2.3%~~by 25.9% compared to the six months ended March ~~30, 2019~~. ~~We believe~~28, 2020. This decline was driven by IKEA as the retailer continues to have slowed ordering modules as a result of cyclical product launches in this ~~category was more significantly impacted by the effects of a weakening global demand environment,~~business model and ~~closures of physical~~given lighter foot traffic in stores and modified retail ~~stores~~experience due to ~~the~~ COVID-19 ~~pandemic impacting replenishment orders in the majority of our end-markets. Sonos system products represented 14.7% of total revenue in the six months ended~~ ~~March 28, 2020~~ and increased 19.5%, driven by the continued success of Sonos AMP and the launch of Sonos Port in late fiscal 2019. Partner products and other revenue represented 6.2% of total revenue and increased by 139.8%, driven by our IKEA and Sonance partnerships launched in the second quarter of fiscal 2019..

Revenue for the six months ended ~~March 28, 2020~~April 3, 2021 compared to the six months ended March ~~30, 2019~~28, 2020 increased ~~8.0%~~38.5% in the Americas, ~~decreased 8.6%~~increased 31.2% in EMEA, and increased ~~71.9%~~1.6% in APAC. The ~~increase~~rate of growth in the APAC region was ~~primarily~~slowed due to the recognition of IKEA-related revenue ~~for IKEA recognized~~ in that ~~region.~~

region which declined compared to the six months ended March 28, 2020.

In constant currency U.S. dollars, total revenue increased by ~~5.4%~~28.8% for the six months ended April 3, 2021 compared to the six months ended March 28, ~~2020 compared to the six months ended~~ ~~March 30, 2019~~.2020. We calculate constant currency growth percentages by translating our prior-period financial results using the current period average currency exchange rates and comparing these amounts to our current period reported results.

~~Table of contents~~

Six Months Ended
March 28, 2020 March 30, 2019 Change
(products sold units in thousands)
Total products sold 3,620
3,295
325
9.9 %


	Six Months Ended
	April 3, 2021	March 28, 2020	Change
(products sold units in thousands)
Total products sold	3,688	3,620	68	1.9	%

Volume growth of products sold for the six months ended ~~March 28, 2020~~April 3, 2021 compared to the six months ended March ~~30, 2019~~28, 2020 was driven by growth in ~~Partner~~Sonos speakers and Sonos system products categories. Volume growth was partially offset by volume decline in partner products and other revenue due to IKEA related products as the retailer slowed ordering modules given lighter foot traffic in stores and ~~Sonos system~~modified retail experience due to COVID-19 and as a result of cyclical product launches in this business model. The rate of increase of volume of products sold and revenue differed for the six months ended April 3, 2021 compared to the six months ended March 28, 2020 primarily due to product mix on revenue as there was a continued shift to higher-priced products. ~~The volume growth was primarily driven by module units sold as part~~

Table of ~~the launch of our IKEA partnership in the second quarter of fiscal 2019.~~contents

Cost of ~~revenue~~Revenue and ~~gross profit~~Gross Profit

Comparison of the three months ended April 3, 2021 and March 28, 2020 ~~and March 30, 2019~~


	Three Months Ended						Change
	April 3, 2021			March 28, 2020			$		%
(In thousands, except percentages)
Cost of revenue	$	167,173		$	102,089		$	65,084	63.8	%
Gross profit	$	165,776		$	73,009		$	92,767	127.1	%
Gross margin	49.8		%	41.7		%

Three Months Ended Change
March 28, 2020 March 30, 2019 $ %
(In thousands, except percentages)
Cost of revenue $ 102,089
$ 119,760
$ (17,671 ) (14.8 )%
Gross profit $ 73,009
$ 90,413
$ (17,404 ) (19.2 )%
Gross margin 41.7 % 43.0 %

The ~~decrease~~increase in cost of revenue for the three months ended ~~March 28, 2020~~April 3, 2021 compared to the three months ended March ~~30, 2019 was consistent with~~28, 2020 is driven by the ~~decrease~~increase in ~~revenue,~~products sold, as well as an overall increase in shipping and logistics costs incurred related to industry-wide supply chain dynamics. These increases were partially offset by ~~approximately $6.3~~a reduction in tariff expenses during the quarter, recognition of $1.7 million in refunds from tariffs paid in prior periods, as well as fixed cost leverage on account of ~~tariffs on products imported from China to the U.S.~~higher sales volume.

Gross margin ~~decreased 130~~increased 810 basis points for the three months ended ~~March 28, 2020~~April 3, 2021 compared to the three months ended March ~~30, 2019.~~28, 2020. The ~~decrease~~increase was primarily due to lower promotional discounts leading up to the "At Home With Sonos" campaign in the prior year. The improvement was also driven by the reduction in tariff costs as we continue to diversify into Malaysia and experienced a reduction in tariff rate compared to the prior year. We also recognized $1.7 million in refunds from tariffs paid in prior periods. Additional favorability was driven by the introduction of tariffs in September 2019. Excluding the effects of tariffs, gross margin would have been 45.3%, an increase of 230 basis points, for the three months ended March 28, 2020 compared to the three months ended March 30, 2019. This increase was driven by volume and mix shiftsa shift into higher margin products and channels as well as ~~product~~fixed costs leverage on higher sales volume. The increase was partially offset by increased component costs and ~~material cost reductions associated with~~shipping and logistics costs incurred both of which related to broader industry-wide supply chain dynamics. Excluding the ~~consolidation~~net effects of ~~our supplier base and successful cost negotiations.~~tariffs in both periods, gross margin would have been 50.4%, an increase of 510 basis points, for the three months ended April 3, 2021 compared to the three months ended March 28, 2020. We calculate gross margin excluding the effects of tariffs by removing the net impact of tariffs imposed on goods imported from China to the U.S. from gross profit divided by total revenue.

Comparison of the six months ended April 3, 2021 and March 28, 2020 ~~and March 30, 2019~~


	Six Months Ended						Change
	April 3, 2021			March 28, 2020			$		%
(In thousands, except percentages)
Cost of revenue	$	513,331		$	436,552		$	76,779	17.6	%
Gross profit	$	465,201		$	300,629		$	164,572	54.7	%
Gross margin	47.5		%	40.8		%

Six Months Ended Change
March 28, 2020 March 30, 2019 $ %
(In thousands, except percentages)
Cost of revenue $ 436,552
$ 420,842
$ 15,710
3.7 %
Gross profit $ 300,629
$ 285,702
$ 14,927
5.2 %
Gross margin 40.8 % 40.4 %

The increase in cost of revenue for the six months ended ~~March 28, 2020~~April 3, 2021 compared to the six months ended March ~~30, 2019 was~~28, 2020 is driven by the increase in revenue as well as expedited air freight shipping, product mix, and ~~approximately $25.9~~an overall increase in shipping costs incurred as related to industry-wide supply chain dynamics. This increase was partially offset by a reduction in tariff expenses during the first two quarters, recognition of $6.2 million ~~for~~in refunds from tariffs paid in prior periods, as well as product and material cost savings realized in the first quarter of fiscal 2021 and fixed cost leverage on ~~products imported from China to~~account of higher sales volume in the ~~U.S.~~second quarter of fiscal 2021.

Gross margin increased 40670 basis points for the six months ended ~~March 28, 2020~~April 3, 2021 compared to the six months ended March ~~30, 2019.~~28, 2020. The ~~increase~~improvement was mainly driven by the reduction in tariff costs as we continue to diversify into Malaysia and experienced a reduction in tariff rate compared to the prior year. We also recognized $6.2 million in refunds from tariffs paid in prior periods. Additional favorability was driven by ~~volume and mix shifts~~a shift into higher margin products and channels, ~~as well as~~ product and material cost ~~reductions associated with~~savings realized in the ~~consolidation~~first quarter and fixed cost leverage on account of ~~our supplier base and successful cost negotiations. This~~higher sales volume. The increase was partially offset by increased shipping and logistics costs incurred related to broader industry-wide supply chain dynamics and increased spot buys. Excluding the ~~introduction~~net effects of tariffs in ~~September 2019. Excluding the~~

~~Table of contents~~

~~effects of tariffs,~~both periods, gross margin would have been ~~44.3%~~47.4%, an increase of ~~390~~310 basis points, for the six months ended April 3, 2021 compared to the three months ended March 28, 2020. We calculate gross margin excluding the effects of tariffs by removing the net impact of tariffs imposed on goods imported from China to the U.S. ~~from China~~ from gross profit divided by total revenue.

Table of contents

Research and ~~development~~Development

Comparison of the three months ended April 3, 2021 and March 28, 2020 ~~and March 30, 2019~~


	Three Months Ended						Change
	April 3, 2021			March 28, 2020			$		%
(In thousands, except percentages)
Research and development	$	56,370		$	49,593		$	6,777	13.7	%
Percentage of revenue	16.9		%	28.3		%

Three Months Ended Change
March 28, 2020 March 30, 2019 $ %
(In thousands, except percentages)
Research and development $ 49,593
$ 40,080
$ 9,513
23.7 %
Percentage of revenue 28.3 % 19.1 %

~~The increase in research~~Research and development expenses increased $6.8 million, or 13.7%, for the three months ended ~~March 28, 2020~~April 3, 2021 compared to the three months ended March ~~30, 2019~~28, 2020. This increase was led by higher personnel-related expenses of $11.6 million due to higher bonus and stock-based compensation. The increase was partially offset by a decrease in product development costs and professional fees of $2.9 million related to the costs of diversifying our manufacturing into Malaysia in the prior year, cost savings associated with the 2020 restructuring plan, as well as a reduction in costs related to global travel restrictions and work-from-home policies due to COVID-19.

Comparison of the six months ended April 3, 2021 and March 28, 2020


	Six Months Ended						Change
	April 3, 2021			March 28, 2020			$		%
(In thousands, except percentages)
Research and development	$	108,717		$	102,120		$	6,597	6.5	%
Percentage of revenue	11.1		%	13.9		%

Research and development expenses increased $6.6 million, or 6.5%, for the six months ended April 3, 2021 compared to the six months ended March 28, 2020. The increase was primarily due to higher personnel-related expenses of ~~$5.5~~$13.0 million ~~as we increased our headcount, including the addition of the Snips team, and $4.0 million in other product development costs as we continue to invest in new products and features.~~

~~Comparison of the six months ended March 28, 2020 and March 30, 2019~~

Six Months Ended Change
March 28, 2020 March 30, 2019 $ %
(In thousands, except percentages)
Research and development $ 102,120
$ 77,175
$ 24,945
32.3 %
Percentage of revenue 13.9 % 10.9 %

~~The increase in research and development expenses for the six months ended March 28, 2020 compared to the six months ended March 30, 2019 was primarily~~ due to higher ~~personnel-related expenses of $16.0 million as we increased our headcount, including the addition of the Snips team, higher expenses related to our~~bonus and stock-based compensation, primarily due to shifting from the issuance of stock options to RSUs pursuant the 2018 Plan, and an increase in product development costs of $9.0 million as we continue to invest in new products and features.

~~Sales and marketing~~

~~Comparison of the three months ended March 28, 2020 and March 30, 2019~~

Three Months Ended Change
March 28, 2020 March 30, 2019 $ %
(In thousands, except percentages)
Sales and marketing $ 50,504
$ 49,371
$ 1,133
2.3 %
Percentage of revenue 28.8 % 23.5 %

The increase in sales and marketing expenses for the three months ended March 28, 2020 compared to the three months ended March 30, 2019 was due to an increase of $2.9 million in marketing and advertising as well as customer experience and technology support tools.compensation. This increase was partially offset by a decrease in product development costs and professional fees of ~~$1.5~~$5.7 million ~~primarily~~costs related to ~~personnel-related~~the costs of diversifying our manufacturing into Malaysia in the prior year, cost savings associated with the 2020 restructuring plan, as well as a reduction of costs related to global travel restrictions and ~~other cost reductions.~~

work-from-home policies due to COVID-19.

Sales and Marketing

Comparison of the three months ended April 3, 2021 and March 28, 2020


	Three Months Ended						Change
	April 3, 2021			March 28, 2020			$		%
(In thousands, except percentages)
Sales and marketing	$	57,205		$	50,504		$	6,701	13.3	%
Percentage of revenue	17.2		%	28.8		%

Sales and marketing expenses increased $6.7 million, or 13.3%, for the three months ended April 3, 2021 compared to the three months ended March 28, 2020. This increase was led by higher personnel-related expenses of $4.1 million due to higher bonus and stock-based compensation as well as higher marketing expenses of $3.8 million. These increases were partially offset by cost savings associated with the 2020 restructuring plan and a reduction of costs related to global travel restrictions and work-from-home policies due to COVID-19.

Table of contents

Comparison of the six months ended April 3, 2021 and March 28, 2020 ~~and March 30, 2019~~


	Six Months Ended						Change
	April 3, 2021			March 28, 2020			$		%
(In thousands, except percentages)
Sales and marketing	$	131,658		$	127,928		$	3,730	2.9	%
Percentage of revenue	13.5		%	17.4		%

Six Months Ended Change
March 28, 2020 March 30, 2019 $ %
(In thousands, except percentages)
Sales and marketing $ 127,928
$ 115,223
$ 12,705
11.0 %
Percentage of revenue 17.4 % 16.3 %

~~The increase in sales~~Sales and marketing expenses increased $3.7 million, or 2.9%, for the six months ended ~~March 28, 2020~~April 3, 2021 compared to the six months ended March ~~30, 2019~~28, 2020. The increase was ~~due to an increase of $11.4 million in marketing and advertising as well as customer experience and technology support tools, an increase in personnel-related costs of $1.7 million largely~~primarily due to higher ~~stock-based compensation, and an increase~~marketing expenses of ~~$1.0~~$8.1 million, inhigher revenue-related sales fees resulting from higher sales in our direct-to-consumer ~~business.~~business of $5.1 million, and higher personnel-related expenses of $2.4 million due to higher bonus and stock-based compensation. These increases were partially offset by ~~other~~ cost ~~reductions.~~savings associated with the 2020 restructuring plan of $7.0 million and a reduction of costs related to global travel restrictions and work-from-home policies due to COVID-19.

General and ~~administrative~~Administrative

Comparison of the three months ended April 3, 2021 and March 28, 2020 ~~and March 30, 2019~~


	Three Months Ended						Change
	April 3, 2021			March 28, 2020			$		%
(In thousands, except percentages)
General and administrative	$	39,806		$	26,119		$	13,687	52.4	%
Percentage of revenue	12.0		%	14.9		%

Three Months Ended Change
March 28, 2020 March 30, 2019 $ %
(In thousands, except percentages)
General and administrative $ 26,119
$ 23,900
$ 2,219
9.3 %
Percentage of revenue 14.9 % 11.4 %

~~The increase in general~~General and administrative expenses increased $13.7 million, or 52.4%, for the three months ended ~~March 28, 2020~~April 3, 2021 compared to the three months ended March ~~30, 2019~~28, 2020. This increase was primarily due to ~~an increase~~$9.3 million of ~~$1.7 million in legal fees paid in connection with our IP litigation, as well as other administrative costs.~~

~~Comparison of the six months ended March 28, 2020 and March 30, 2019~~

Six Months Ended Change
March 28, 2020 March 30, 2019 $ %
(In thousands, except percentages)
General and administrative $ 56,327
$ 47,724
$ 8,603
18.0 %
Percentage of revenue 7.6 % 6.8 %

~~The increase in general and administrative expenses for the six months ended March 28, 2020 compared to the six months ended March 30, 2019 was primarily due to an increase of $5.2 million in~~incremental legal fees paid in connection with our IP litigation and higher personnel-related expenses due to higher bonus and stock-based compensation of $4.8 million. These increases were partially offset by cost savings associated with the 2020 restructuring plan and a reduction of costs related to global travel restrictions and work-from-home policies due to COVID-19.

Comparison of the six months ended April 3, 2021 and March 28, 2020


	Six Months Ended						Change
	April 3, 2021			March 28, 2020			$		%
(In thousands, except percentages)
General and administrative	$	75,047		$	56,327		$	18,720	33.2	%
Percentage of revenue	7.7		%	7.6		%

General and administrative expenses increased $18.7 million, or 33.2%, for the six months ended April 3, 2021 compared to the six months ended March 28, 2020. The increase was primarily due to $16.0 million incremental legal fees paid in connection with our ~~acquisition of Snips, as well as an increase in personnel-related costs of $3.7 million driven by an increase in headcount~~IP litigation and higher personnel-related expenses of $4.8 million due to higher bonus and stock-based compensation. These increases were partially offset by ~~decreases in other administrative costs.~~cost savings associated with the 2020 restructuring plan and a reduction of costs related to global travel restrictions and work-from-home policies due to COVID-19.

Table of contents

Interest ~~income, interest expense~~Income, Interest Expense and ~~other income (expense)~~Other Income (Expense), ~~net~~Net

Comparison of the three months ended April 3, 2021 and March 28, 2020 ~~and March 30, 2019~~


	Three Months Ended				Change
	April 3, 2021		March 28, 2020		$		%
(In thousands, except percentages)
Other income (expense), net
Interest income	$	44	$	874	$	(830)	(95.0)	%
Interest expense	$	(182)	$	(374)	$	192	(51.3)	%
Other income (expense), net	$	(1,578)	$	(1,423)	$	(155)	10.9	%

Three Months Ended Change
March 28, 2020 March 30, 2019 $ %
(In thousands, except percentages)
Interest income $ 874
$ 1,227
$ (353 ) (28.8 )%
Interest expense $ 374
$ 616
$ (242 ) (39.3 )%
Other income (expense), net $ (1,423 ) $ (710 ) $ (713 ) 100.4 %

Interest income for the three months ended ~~March 28, 2020~~April 3, 2021 compared to the three months ended March ~~30, 2019~~28, 2020 decreased due to lower ~~balances and~~ yields inon our cash and cash equivalents. Interest expense for the three months ended ~~March 28, 2020~~April 3, 2021 compared to the three months ended March ~~30, 2019~~28, 2020 decreased primarily due to a lower principal balance. The decrease in other income, ~~(expense),~~ net for the three months ended April 3, 2021 compared to the three months ended March 28, 2020 ~~compared to the three months ended March 30, 2019~~ was due to foreign currency exchange losses.

Comparison of the six months ended April 3, 2021 and March 28, 2020 ~~and March 30, 2019~~


	Six Months Ended				Change
	April 3, 2021		March 28, 2020		$		%
(In thousands, except percentages)
Other income (expense), net
Interest income	$	80	$	1,873	$	(1,793)	(95.7)	%
Interest expense	$	(448)	$	(827)	$	379	(45.8)	%
Other income (expense), net	$	2,680	$	3,001	$	(321)	(10.7)	%

Six Months Ended Change
March 28, 2020 March 30, 2019 $ %
(In thousands, except percentages)
Interest income $ 1,873
$ 1,501
$ 372
24.8 %
Interest expense $ 827
$ 1,288
$ (461 ) (35.8 )%
Other income (expense), net $ 3,001
$ (4,708 ) $ 7,709
*
* not meaningful

Interest income for the six months ended ~~March 28, 2020~~April 3, 2021 compared to the six months ended March ~~30, 2019 was relatively flat. The decrease in interest~~28, 2020 decreased due to lower yields on our cash and cash equivalents. Interest expense for the six months ended April 3, 2021 compared to the six months ended March 28, 2020 ~~compared~~decreased primarily due to ~~the six months ended March 30, 2019 was primarily driven by~~ a lower principal balance. The ~~increase~~decrease in other income, ~~(expense),~~ net for the six months ended ~~March 28, 2020~~April 3, 2021 compared to the ~~six~~three months ended March ~~30, 2019~~28, 2020 was due to foreign currency exchange ~~gains.~~

losses.

Provision for ~~(benefit~~(Benefit from) ~~income taxes~~Income Taxes

Comparison of the three months ended April 3, 2021 and March 28, 2020 ~~and March 30, 2019~~

Three Months Ended Change
March 28, 2020 March 30, 2019 $ %
(In thousands, except percentages)
(Benefit from) income taxes $ (1,810 ) $ (213 ) $ (1,597 ) *
* not meaningful


	Three Months Ended				Change
	April 3, 2021		March 28, 2020		$		%
(In thousands, except percentages)
Provision for (benefit from) income taxes	$	(6,542)	$	(1,810)	$	(4,732)	*
*not meaningful

~~Benefit~~

The benefit from income taxes increased from ~~$0.2 million for the three months ended March 30, 2019 to~~ $1.8 million for the three months ended March 28, ~~2020.~~2020 to $6.5 million for the three months ended April 3, 2021.

For the three-months ended April 3, 2021, we recorded a provision for income taxes by applying an estimated AETR to year-to-date earnings in accordance with ASC 740 offset by a discrete income tax benefit for U.S. share-based compensation resulting in an overall benefit from income taxes of $6.5 million. For the three-months ended March 28, 2020, we recorded a benefit from U.S. state income taxes of $1.8 million. For the three-months ended March 30, 2019, we recorded a provision for income taxes of $0.2 million for certain profitable foreign entities and a benefit from income taxes of $0.4 million for U.S. federal and state income taxes for a total benefit of $0.2 million.

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Comparison of the six months ended April 3, 2021 and March 28, 2020 ~~and March 30, 2019~~


	Six Months Ended					Change					Six Months Ended				Change
	March 28, 2020			March 30, 2019		$			%		April 3, 2021		March 28, 2020		$		%
(In thousands, except percentages)										(In thousands, except percentages)
Provision for (benefit from) income taxes	$	(153	)	$	2,242	$	(2,395	)	(106.8)%	Provision for (benefit from) income taxes	$	2,578	$	(153)	$	2,731	*
*not meaningful										*not meaningful

~~Provision~~The provision for, ~~(benefit from)~~benefit from income taxes changed from ~~a provision of $2.2 million for the six months ended March 30, 2019 to~~ a benefit of $0.2 million for the six months ended March 28, ~~2020.~~2020 to a provision of $2.6 million for the six months ended April 3, 2021.

For the six months ended April 3, 2021, we recorded a provision for income taxes by applying an estimated AETR to year-to-date earnings in accordance with ASC 740 offset by a discrete income tax benefit for U.S. share-based compensation resulting in an overall income tax provision of $2.6 million. For the six months ended March 28, 2020, we recorded a provision for income taxes of $0.4 million for certain profitable foreign entities and aan income tax benefit of $0.6 million ~~as a result of~~due to a favorable release of uncertain tax positions in the U.S. coinciding with the issuance of the BEAT Regulations. For the six months ended March 30, 2019, we recorded a provision for income taxes of $0.6 million for certain profitable foreign entities and a provision of $1.6 million for U.S. federal and state income taxes for a total provision of $2.2 million.

Liquidity and ~~capital resources~~Capital Resources

Our operations are financed primarily through cash flows from operating activities and net proceeds from the sale of our equity ~~securities, including net proceeds of $90.6 million from the closing of our IPO on August 6, 2018, and borrowings under our Term Loan and Credit Facility.~~securities. As of ~~March 28, 2020,~~April 3, 2021, our principal sources of liquidity consisted of cash flows from operating activities, cash and cash equivalents of ~~$283.3~~$638.9 million, including ~~$32.0~~$88.0 million held by our foreign subsidiaries, proceeds from the exercise of stock options and borrowing capacity under the Credit Facility. In accordance with our policy, the undistributed earnings of our non-U.S. subsidiaries remain indefinitely reinvested outside of the United States as of ~~March 28, 2020,~~April 3, 2021, as they are required to fund needs outside of the United States. In the event funds from foreign operations are needed to fund operations in the United States and if U.S. tax has not already been previously provided, we may be required to accrue and pay additional U.S. taxes to repatriate these funds.

In response to the impacts of COVID-19, we ~~have~~ implemented a number of initiatives to maintain our liquidity and rationalize our operating expenses ~~including reducing~~and initiated the ~~pace~~2020 restructuring plan during the third quarter of investment in inventory, as well as suspending travel, new hiring, employee promotions and merit-based payroll increases. To the extent that disruption to the business continues, we will continue to evaluate additional cost management initiatives which will be dependent on the severity and duration of the COVID-19 pandemic.fiscal 2020. We believe our existing cash and cash equivalent balances, cash flows from operations and committed credit lines will be sufficient to meet our long-term working capital and capital expenditure needs for at least the next 12 months. Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth, the timing and extent of spending on research and development efforts and other business initiatives, our planned sales and marketing activities, the timing of new product introductions, market acceptance of our products and overall economic conditions. To the extent that current and anticipated sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. The sale of additional equity would result in increased dilution to our stockholders. ~~The incurrence of~~If we were to incur additional debt financing it would result in increased debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations.

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Debt ~~obligations~~

Obligations

Our debt ~~obligations consist~~obligation consists of the Credit ~~Facility,~~Facility. In January 2021, we repaid all of our outstanding principal balance of $24.9 million under the Term Loan which had an original maturity date of October 2021. As of April 3, 2021 we did not have any remaining short- or long-term debt obligations, and ~~debt acquired in~~as of October 3, 2020 our ~~acquisition of Snips. Our~~ short- and long-term debt obligations ~~as of~~ ~~March 28, 2020~~ ~~and September 28, 2019~~ were as follows:


	As of
	October 3, 2020
(In thousands, except percentages)
Term Loan (1)	2.4 %	$	25,000
Unamortized debt issuance costs (2)		(82)
Total indebtedness		24,918
Less short-term portion		(6,667)
Long-term debt		$	18,251

(1)Original maturity date of October 2021, bore interest at a variable rate equal to an adjusted LIBOR plus 2.25%, payable quarterly.

As of
March 28, 2020 September 28, 2019
(In thousands, except percentages)
Term Loan ⁽¹⁾
4.1 % $ 30,000
4.6 % $ 33,333
Unamortized debt issuance costs ⁽²⁾
(122 ) (160 )
Total indebtedness 29,878
33,173
Less short-term portion (8,333 ) (8,333 )
Long-term debt $ 21,545
$ 24,840
(2)Debt issuance costs are recorded as a debt discount and recorded as interest expense over the term of the agreement.


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


~~(2)~~	~~Debt issuance costs are recorded as a debt discount and recorded as interest expense over the term of the agreement.~~

The Credit Facility allows us to borrow up to $80.0 million restricted to the value of the borrowing base which is based on the value of our inventory and accounts receivable and is subject to ~~monthly~~quarterly redetermination. The Credit Facility matures in October 2021 and may be drawn as Commercial Bank Floating Rate Loans (at the higher of prime rate or adjusted LIBOR plus 2.50%) or Eurocurrency Loans (at LIBOR plus an applicable margin). As of both ~~March 28,~~April 3, 2021 and October 3, 2020, ~~and September 28, 2019,~~ we did not have any outstanding borrowings and had ~~$4.5~~$2.9 million and $0.5 million, respectively, in undrawn letters of credit that reduce the availability under the Credit Facility.

Debt obligations under the Credit Facility ~~and the Term Loan~~ require that we maintain a consolidated fixed charge ratio of at least 1.0, restrict distribution of dividends unless certain conditions are met, such as having a fixed charge ratio of at least 1.15, and require financial statement reporting and delivery of borrowing base certificates. As of ~~March 28,~~April 3, 2021 and October 3, 2020, ~~and September 28, 2019,~~ we were in compliance with all financial covenants. The Credit Facility ~~and the Term Loan are~~is collateralized by eligible inventory and accounts receivable, as well as our intellectual property including patents and trademarks.

Cash ~~flows~~Flows

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


	Six Months Ended
	April 3, 2021		March 28, 2020
(In thousands)
Net cash provided by (used in):
Operating activities	$	175,953	$	35,368
Investing activities	(19,927)		(62,089)
Financing activities	74,663		(28,560)
Effect of exchange rate changes	1,139		(107)
Net increase in cash, cash equivalents and restricted cash	$	231,828	$	(55,388)

Six Months Ended
March 28, 2020 March 30, 2019
(In thousands)
Net cash provided by (used in):
Operating activities $ 35,368
$ 65,105
Investing activities (62,089 ) (8,087 )
Financing activities (28,560 ) 17,796
Effect of exchange rate changes (107 ) (475 )
Net change in cash, cash equivalents and restricted cash $ (55,388 ) $ 74,339

Cash flows from operating activities

Net cash provided by operating activities of ~~$35.4~~$176.0 million for the six months ended ~~March 28, 2020~~April 3, 2021 consisted of net income of ~~$18.5~~$149.5 million, non-cash adjustments of ~~$48.1~~$47.1 million and a net decrease in cash related to changes in operating assets and liabilities of ~~$31.2~~$20.6 million. Non-cash adjustments primarily consisted of ~~stock-based~~stock-

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based compensation expense of ~~$26.6~~$31.2 million, ~~and~~ depreciation and amortization of ~~$18.8 million.~~$16.7 million, and other non-cash adjustments, partially offset by foreign currency transaction gain and deferred income taxes. The net decrease in cash related to operating assets and liabilities was primarily due to decrease in accounts payable and accrued expenses of $36.5 million driven by decrease in inventory; an increase in other assets of $22.0 million; and an increase in accounts receivable of $13.3 million due to revenue growth driven by strong overall demand. The decrease in operating assets and liabilities was primarily due to a decrease in accounts payable and accrued expenses of $191.1 million related largely to the decrease in inventory, a decrease in accrued compensation of $14.4 million, and an increase in

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~~other assets of $9.7 million. The decrease in net change in operating assets and liabilities was~~partially offset by a decrease in inventory of ~~$106.2~~$39.6 million due to the ~~seasonality~~continuing impact of ~~our business, a decrease~~constrained product availability due to industry-wide supply chain challenges; an increase in ~~accounts receivable~~deferred revenue of ~~$63.3 million,~~$8.4 million; an increase in accrued compensation of $2.1 million; and an increase in other liabilities of ~~$10.7 million, and an increase in deferred revenue of $3.7~~$1.0 million.

Cash flows from investing activities

Cash used in investing activities for the six months ended ~~March 28, 2020~~April 3, 2021 of ~~$62.1~~$19.9 million was ~~primarily~~ due to ~~net cash paid for acquisition activity of $36.3 million, as well as~~ payments for property, equipment, intangible and ~~equipment and intangible assets of $25.8 million. Payments for property and equipment and intangible assets~~other assets. These payments were primarily comprised of manufacturing-related tooling and test equipment to support the launch of new products, ~~leasehold improvements, marketing-related product displays, and~~ acquired intellectual ~~property.~~property, as well as other assets.

Cash flows from financing activities

Cash ~~used in~~provided by financing activities for the six months ended ~~March 28, 2020~~April 3, 2021 of ~~$28.6~~$74.7 million was ~~primarily for payments for repurchases of common stock of $37.8 million, as well as repayments for borrowings of $3.3 million, partially offset by~~due to proceeds from the exercise of stock options of ~~$12.6 million.~~$119.2 million, offset by repayments of borrowings of $25.0 million related to our early repayment of all of our outstanding principal balance under the Term Loan, payments for repurchases of common stock related to shares withheld for taxes associated with vesting of RSUs of $18.8 million, and payments for repurchases of common stock.

Commitments and ~~contingencies~~Contingencies

At ~~March 28, 2020,~~April 3, 2021, we had ~~$29.1~~$57.5 million in non-cancelable purchase commitments for inventory that we expect to purchase in the remainder of fiscal ~~2020.~~2021.

~~Off-balance sheet arrangements~~For more additional information, see Note 7 - Commitments and Contingencies in the above notes to condensed consolidated financial statements and Part II, Item 1, "Legal proceedings" of this Form 10-Q.

Off-Balance Sheet Arrangements

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

Critical ~~accounting policies~~Accounting Policies and ~~estimates~~Estimates

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

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

Item 3. Quantitative and ~~qualitative disclosures about market risk~~Qualitative Disclosures About Market Risk

We are exposed to financial market risks, including changes in currency exchange rates and interest rates. For quantitative and qualitative disclosures about market risk, refer to Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in our Annual Report. Our exposure to market risk has not changed materially, except as follows:

Foreign ~~currency risk~~Currency Risk

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Our inventory purchases are primarily denominated in U.S. dollars. Our international sales are primarily denominated in foreign currencies and any movement in the exchange rate between the U.S. dollar and the currencies in which we conduct sales in foreign countries could have an impact on our revenue, principally for sales denominated in the euro and the British pound. A portion of our operating expenses are incurred outside the United States and are denominated in foreign currencies, which are also subject to foreign currency exchange rate fluctuations. In certain countries, where we may invoice customers in the local currency, our revenues benefit from a weaker dollar and are adversely affected by a stronger dollar. The opposite impact occurs in countries where we record expenses in local currencies. In those cases, our costs and expenses benefit from a stronger dollar and are adversely affected by a weaker dollar.

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We do not currently use foreign exchange contracts or derivatives to hedge any foreign currency exposures. The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy. Our continued international expansion increases our exposure to exchange rate fluctuations and, as a result, such fluctuations could have a significant impact on our future results of operations.

For the three months ended April 3, 2021 and March 28, 2020, ~~and March 30, 2019,~~ we recognized a loss from foreign currency of ~~$1.5~~$1.6 million and ~~$0.7~~$1.5 million, respectively. For the six months ended April 3, 2021 and March 28, 2020, ~~and March 30, 2019,~~ we recognized a gain from foreign currency of ~~$2.9~~$2.6 million and ~~a loss from foreign currency of $4.7~~$2.9 million, respectively. Based on transactions denominated in currencies other than respective functional currencies as of ~~March 28, 2020,~~April 3, 2021, a hypothetical adverse change of 10% would have resulted in an adverse impact on ~~income~~Income (loss) before provision for (benefit from) income taxes of approximately ~~$0.2~~$5.2 million for the three months ended ~~March 28, 2020~~ and ~~$6.6~~$14.2 million for the six months ended ~~March 28, 2020.~~April 3, 2021.

Item 4. Controls and ~~procedures~~Procedures

Evaluation of ~~disclosure controls~~Disclosure Controls and ~~procedures~~Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required under Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (“Exchange Act”) as of ~~March 28, 2020.~~April 3, 2021. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective at a reasonable assurance level as of the end of the period covered by this Quarterly Report on Form 10-Q.

Changes in ~~internal control~~Internal Control

There were no changes in our internal control over financial reporting in management's evaluation pursuant to Rule 13a-15(f) during the quarter ended ~~March 28, 2020~~April 3, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal ~~proceedings~~Proceedings

From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. Other than the matters described in Note 87 of the notes to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, we were not a party to any legal proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Item 1A. Risk ~~factors~~Factors

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, as well as the other information in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and the related notes, and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before making an investment decision. The occurrence of any of the events or developments described below could materially and adversely affect our business, financial condition, results of operations and growth prospects. In such an event, the market price of our common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not currently known to us or that we currently believe are not material may also impair our business, financial condition, results of operations and growth prospects.

~~Risks related to our business~~Economic, Industry and Strategic Risk

Our business has been, and ~~is expected to continue to~~could in the future be, ~~materially and~~ adversely affected by the ongoing COVID-19 pandemic.

In December 2019, ~~the novel coronavirus (“COVID-19”) emerged~~COVID-19 was reported in China and ~~has~~ subsequently ~~spread worldwide. The World Health Organization has~~was declared ~~COVID-19~~ a global pandemic ~~and governments throughout~~in March 2020 by the ~~world, including in the United States, have declared national emergencies related to the crisis and mandated various restrictions as preventative and mitigation measures.~~ World Health Organization. To date, COVID-19 and related preventative and mitigation measures have negatively impacted the global economy, disrupted consumer spending and global supply chains, and created significant volatility and disruption of financial markets. ~~As of the date of this report, our~~Our business and operating results have been affected by the COVID-19 pandemic as a result of, ~~reductions~~among other things, challenges we and our retail partners face in ~~retail partner purchasing in anticipation of a weakened~~anticipating the global demand ~~market and~~for our products given uncertainties caused by the pandemic, as well as the temporary closure of some of the retail stores in our end-markets. Although retail stores began to reopen in the ~~majority~~third quarter of fiscal 2020 in some of our ~~end-markets.~~ end-markets, many remain subject to operational restrictions which may impact customer purchasing behavior and, in the event of a COVID-19 resurgence in such end-markets, some such stores have and others may in the future close again.

The COVID-19 pandemic has also had certain adverse impacts on our supply chain. The pandemic has led to industry-wide supply chain challenges that have resulted in delayed product availability. These industry-wide challenges included shipping and logistics challenges and significant limits on component supplies. These impacts on our supply chain have resulted in delayed product availability and have adversely impacted, and may continue to adversely impact, our ability to meet our product demand, result in additional costs, result in customer dissatisfaction in the event of continued inventory shortages, or may otherwise adversely impact our business and results of operations. See "We depend on a limited number of third-party components suppliers and logistics providers" in this Item IA. Risk Factors, for more information. These challenges have also further delayed our efforts to fully diversify our supply chain into Malaysia until fiscal 2022, which we expect to impact us as long as the global supply chain is experiencing these challenges.

COVID-19 has negatively impacted the global economy to date and may cause further global economic disruption.While the duration and severity of the economic ~~impact~~impacts of COVID-19 are unknown, it is ~~unknown,~~possible that such economic impacts may be prolonged and continue beyond the development and administration of any vaccines or therapeutics.In particular, any recession, depression, or ~~general slowdown~~other sustained adverse market event resulting from COVID-19 may result in ~~the global economy will affect~~high levels of unemployment and associated loss of personal income, decreased consumer confidence, and lower discretionary spending, which could materially and adversely affect our business, results of operations, financial position and cash flows. ~~Further,~~ ~~if preventative and mitigation measures associated with COVID-19 continue, our business and operations may be impacted by possible additional factors such as~~

supply chain or logistics provider disruptions, disruptions to our installer channel, labor shortages, increased components costs, shipment delays and/or inventory management issues, associated customer dissatisfaction,

~~increased operational costs, and currency volatility related to significant changes in economic or political conditions in the markets in which we operate.~~Table of contents

The extent of the impact of the COVID-19 pandemic on our business and operating results is uncertain and difficult to ~~predict, as information is rapidly evolving with respect~~predict. While vaccines have recently been developed and have begun to ~~the duration and severity of the pandemic and the response to contain it.~~

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~~We have a recent history of losses and expect to incur increased operating costs~~be administered in ~~the future, and we may not achieve or sustain profitability or consistent revenue growth.~~

We have experienced net losses in our recent annual periods. In the fiscal years ended September 28, 2019, September 29, 2018 and September 30, 2017, we had net losses of $4.8 million, $15.6 million and $14.2 million, respectively. We had an accumulated deficit of $208.4 million as of September 28, 2019. We expect our operating expenses to increase in the future as we expand our operations and execute on our product roadmap. We plan to make significant future expenditures related to the expansioncertain of our ~~business~~end-markets, and ~~our product offerings, including investments in:~~

~~research and development to continue to introduce innovative new products, enhance existing products and improve our customers’ listening experience;~~

~~sales and marketing to expand our global brand awareness, promote new products, increase our customer base and expand sales within our existing customer base; and~~

~~legal, accounting, information technology and other administrative expenses to sustain our operations as a public company.~~

We need to increase our revenue to achieve and maintain profitability in the future and we cannot assure you that we will be able to achieve such increase to our revenue, particularly in a global recession or depression. For example, we have recently experienced a decline in revenue as a result of the COVID-19 pandemic, which could continue in future periods. Our ability to achieve revenue growth will depend in part on our ability to execute on our product roadmap and to determine the market opportunity for new products. New product introductions may adversely impact our gross margin in the near to intermediate term due to the frequency of these product introductions and their anticipated increased share of our overall product volume. The expansion of our business and product offerings also places a continuous and significant strain on our management, operational and financial resources. In the event that we are unable to grow our revenue, or in the event that revenue grows more slowly than we expect, our operating results could be adversely affected and our stock price could be harmed.

~~Our operating results depend on a number of factors and are likely to fluctuate from quarter to quarter and year-over-year, which could cause the trading price of our common stock to decline.~~

Our operating results and other key metrics have fluctuated in the past and may continue to fluctuate from quarter to quarter and year-over-year. We expect that this trend will continue as a result of a number of factors as set forth in this Item 1A, many of which are outside of our control and may be difficult to predict, including:

the impact of COVID-19 ~~its duration and responses to it;~~

~~seasonality in the demand for our products;~~

may eventually be contained or mitigated, we cannot predict the timing ~~and success of new product introductions;~~

~~competition;~~

~~the imposition of tariffs and other trade barriers, and the effects of retaliatory trade measures;~~

~~fluctuations in component and manufacturing costs; and~~

~~adverse litigation judgments, settlements~~ or ~~other litigation-related costs, especially from litigation involving alleged patent infringement or defense of our patents.~~

~~Any one~~effectiveness of the ~~factors above~~vaccine roll-out globally, the timing of easing of preventative or the cumulative effect of some of the factors above may result in significant fluctuations in our operating results. As a result, period to period comparisons of our operating results may not be meaningful, and you should not rely on them as an indication of our future performance. The variability and unpredictability of our operating resultsmitigation measures or ~~other operating metrics could result in our failure to meet our expectations or those of investors~~mandates, or any ~~analysts that cover us with respect to revenue or other operating results for~~impact of a ~~particular period. If we fail to meet or exceed such expectations for these or any other reasons,~~global vaccine roll-out on the ~~stock price of our common stock could fall substantially.~~

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~~The success of~~global economy, our business ~~depends on the continued growth of the voice-enabled speaker market and~~or our ~~ability to establish and maintain market share.~~

Wesuppliers. Moreover, we have increasingly focused our product roadmap on voice-enabled speakers. We introduced our first voice-enabled speaker, Sonos One, in October 2017, our first voice-enabled home theater speaker, Sonos Beam, in July 2018 and our first Bluetooth-enabled portable speaker with voice control, Sonos Move in September 2019. If the voice-enabled speaker markets do not continue to grow or grow in unpredictable ways, our revenue may fall short of expectations and our operating results may be harmed, particularly since we incur substantial costs to introduce new products in advance of anticipated sales. Additionally, even if the market for voice-enabled speakers does continue to grow, we may not be successful in developing and selling speakers that appeal to consumers or gain sufficient market acceptance. To succeed in this market, we will need to design, produce and sell innovative and compelling products and partner with other businesses that enable us to capitalize on new technologies, some of which have developed or may develop and sell voice-enabled speaker products of their own as further described herein.

~~To remain competitive and stimulate consumer demand, we must successfully manage frequent new product introductions and transitions.~~

Due to the quickly evolving and highly competitive nature of the home audio and broader consumer electronics industry, we must frequently introduce new products, enhance existing products and effectively stimulate customer demand for new and upgraded products in both mature and developing markets. For example, in September 2019, we introduced Sonos One SL, a version of Sonos One without built-in microphones, Sonos Move and Sonos Port. The successful introduction of these products and any new products depends on a number of factors, such as the timely completion of development efforts to correspond with limited windows for market introduction. We face significant challenges in managing the risks associated with new product introductions and production ramp-up issues, including accurately forecasting initial consumer demand, effectively managing any third-party strategic alliances or collaborative partnerships related to new product development or commercialization, as well as the risk that new products may have quality or other defects in the early stages of introduction. New and upgraded products can also affect the sales and profitability of existing products. Accordingly, if we cannot properly manage the introduction of new products, our operating results and financial condition may be adversely impacted, particularly if the cadence of new product introductions increases as we expect.

~~We are highly dependent on a key contract manufacturer to manufacture our products and our efforts to diversify manufacturers may not be successful.~~

We have historically depended on a single manufacturer, Inventec Appliances Corporation (“Inventec”), to manufacture our products. While we recently began using additional manufacturers to manufacture some of our products, Inventec remains our key manufacturer for the vast majority of our production. Our reliance on Inventec increases the risk that, in the event of an interruption in Inventec’s operations, we would not be able to maintain our production capacity without incurring material additional costs and substantial delays. Additionally, Inventec can terminate its agreement with us for any reason with 180 days’ advance notice. If Inventec breaches or terminates its agreement with us or otherwise fails to perform its obligations in a timely manner, we may be severely delayed or fully prevented from selling our products. In the event of a termination of our agreement with Inventec, it would take a significant amount of time to increase our production with other manufacturers or to identify and onboard a new manufacturer that has the capability and resources to build our products to our specifications in sufficient volume. Any material disruption in our relationship with our manufacturers would harm our ability to compete effectively and satisfyexperienced increased demand for our products during the COVID-19 pandemic, particularly in our direct-to-consumer channel, and ~~could adversely~~we cannot predict how or whether the easing of COVID-19 preventative or mitigation measures or mandates will impact ~~our revenue, gross margin and operating results.~~

~~In addition, there is no guarantee that our efforts to diversify manufacturers will be successful. If we do not successfully coordinate the timely manufacturing and distribution of~~demand for our products ~~by such manufacturers, if such manufacturers are unable to successfully and timely process our orders~~ or ~~if we do not receive timely and accurate information from such manufacturers, we may have an insufficient supply of products to meet customer demand, we may lose sales, we may experience a build-up~~shift consumer spending habits in inventory, we may incur additional costs, and our financial performance and reporting may be adversely affected. We have also historically manufactured our products in China and have recently begun to diversify our supply chain through the addition of contract manufacturing in Malaysia. By adding manufacturers in other countries, we may experience increased transportation costs, fuel costs, labor unrest, impact of natural disasters and other adverse effects on our ability, timing and cost of delivering products, which may increase our inventory, decrease our margins, adversely affect our relationships with distributors and other customers and otherwise adversely affect our operating results and financial condition.general.

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~~We depend on a limited number of third-party components suppliers and logistics providers.~~

We are dependent on a limited number of suppliers for various key components used in our products, and we may from time to time have sole source suppliers. The cost, quality and availability of these components are essential to the successful production and sale of our products. We are subject to the risk of industry-wide shortages, price fluctuations and long lead times in the supply of these components and other materials, which risk may be increased as a result of COVID-19. If the supply of these components were to be delayed or constrained, or if one or more of our main suppliers were to go out of business, alternative sources or suppliers may not be available on acceptable terms or at all. In the event that any of our suppliers were to discontinue production of our key product components, developing alternate sources of supply for these components would be time consuming, difficult and costly. In the event we are unable to obtain components in sufficient quantities on a timely basis and on commercially reasonable terms, our ability to sell our products in order to meet market demand would be affected and could materially and adversely affect our brand, image, business prospects and operating results.

We also use a small number of logistics providers for substantially all our product delivery to both distributors and retailers. If one of these providers were to experience financial difficulties or disruptions in its business, or be subject to closures or other disruptions as a result of COVID-19, our own operations could be adversely affected. Because substantially all of our products are distributed from a small number of locations and by a small number of companies, we are susceptible to both isolated and system-wide interruptions caused by events out of our control. Any disruption to the operations of our distributions facilities could delay product delivery, harm our reputation among our customers and adversely affect our operating results and financial condition.

We have limited control over the third-party suppliers and logistics providers on which our business depends. If any of these parties fails to perform its obligations to us, we may be unable to deliver our products to customers in a timely manner. Further, we do not have long-term contracts with all of these parties, and there can be no assurance that we will be able to renew our contracts with them on favorable terms or at all. We may be unable to replace an existing supplier or logistics provider or supplement a provider in the event we experience significantly increased demand. Accordingly, a loss or interruption in the service of any key party could adversely impact our revenue, gross margin and operating results.

The home audio and consumer electronics industries are highly competitive.

The markets in which we operate are extremely competitive and rapidly evolving, and we expect that competition will intensify in the future. Our competition includes established, well-known sellers of speakers and sound systems such as Bang & Olufsen, Bose, Samsung (and its subsidiaries Harman International and JBL), Sony and Sound United (and its subsidiaries Denon and Polk), and developers of voice-enabled speakers and systems such as Amazon, Apple and Google. We could also face competition from new market entrants, some of whom might be current partners of ours.

In order to deliver products that appeal to changing and increasingly diverse consumer preferences and to overcome the fact that a relatively high percentage of consumers may already own or use products that they perceive to be similar to those that we offer, we must develop superior technology, anticipate increasingly diverse consumer tastes and rapidly develop attractive products with competitive selling prices. In addition, many of our current and potential partners have business objectives that may drive them to sell their speaker products at a significant discount compared to ours. Amazon and Google, for example, both currently offer their speaker products at significantly lower prices than Sonos One, Sonos Beam, Sonos Arc and Sonos Move. Many of these partners may subsidize these prices and seek to monetize their customers through the sale of additional services rather than the speakers themselves. Even if we are able to efficiently develop and offer innovative products at competitive selling prices, our operating results and financial condition may be adversely impacted if we are unable to effectively anticipate and counter the ongoing price erosion that frequently affects consumer products or if the average selling prices of our products decrease faster than we are able to reduce our manufacturing costs.

Most of our competitors have greater financial, technical and marketing resources available to them than those available to us, and, as a result, they may develop competing products that cause the demand for our products to decline. Our competitors have established, or may establish, cooperative relationships among themselves or with third parties to increase the abilities of their products to address the needs of our prospective customers, and other companies may enter our markets by entering into strategic relationships with our competitors. A failure to effectively anticipate and respond to these established and new competitors may adversely impact our business and operating results.

Further, our current and prospective competitors may consolidate with each other or acquire companies that will allow them to develop products that better compete with our products, which would intensify the competition that we face and may also disrupt or lead to termination of our distribution, technology and content partnerships. For example, if one of our

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competitors were to acquire one of our content partners, the consolidated company may decide to disable the streaming functionality of its service with our products.

If we are unable to compete with these consolidated companies or if consolidation in the market disrupts our partnerships or reduces the number of companies we partner with, our business would be adversely affected.

To remain competitive and stimulate consumer demand, we must successfully manage frequent new product introductions and transitions.

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managing any third-party strategic alliances or collaborative partnerships related to new product development or commercialization, as well as the risk that new products may have quality or other defects in the early stages of introduction or may not achieve the market acceptance necessary to generate sufficient revenue. New and upgraded products can also affect the sales and profitability of existing products. Accordingly, if we cannot properly manage the introduction of new products, our operating results and financial condition may be adversely impacted, particularly if the cadence of new product introductions increases as we expect.

We have a recent history of losses and expect to incur increased operating costs in the future, and we may not achieve or sustain profitability or consistent revenue growth.

We have experienced net losses in our recent annual periods. In the fiscal years ended October 3, 2020, September 28, 2019 and September 29, 2018, we had net losses of $20.1 million, $4.8 million and $15.6 million, respectively. We had an accumulated deficit of $228.5 million as of October 3, 2020. We expect our operating expenses to increase in the future as we expand our operations and execute on our product roadmap and strategy. We plan to make significant future expenditures related to the expansion of our business and our product offerings, including investments in:

•research and development to continue to introduce innovative new products, enhance existing products and improve our customers’ listening experience;

•sales and marketing to expand our global brand awareness, promote new products, increase our customer base and expand sales within our existing customer base; and

•legal, accounting, information technology and other administrative expenses to sustain our operations as a public company.

We need to increase our revenue to achieve and maintain profitability in the future and we cannot assure you that we will be able to increase our revenue, particularly in a global recession or depression. For example, the COVID-19 pandemic and related disruptions and uncertainties in the global economy and in consumer spending had certain adverse impacts on our revenue in fiscal 2020. Our ability to achieve revenue growth will depend in part on our ability to execute on our product roadmap and our strategy and to determine the market opportunity for new products. New product introductions may adversely impact our gross margin in the near to intermediate term due to the frequency of these product introductions and their anticipated increased share of our overall product volume. The expansion of our business and product offerings also places a continuous and significant strain on our management, operational and financial resources. In the event that we are unable to grow our revenue, or in the event that revenue grows more slowly than we expect, our operating results could be adversely affected and our stock price could be harmed.

Our investments in research and development may not yield the results expected.

Our business operates in intensely competitive markets characterized by changing consumer preferences and rapid technological innovation. Due to advanced technological innovation and the relative ease of technology imitation, new products tend to become standardized more rapidly, leading to more intense competition and ongoing price erosion. In order to strengthen the competitiveness of our products in this environment, we continue to invest heavily in research and development. However, these investments may not yield the innovation or the results expected on a timely basis, or our competitors may surpass us in technological innovation, hindering our ability to timely commercialize new and competitive products that meet the needs and demands of the market, which consequently may adversely impact our operating results as well as our reputation.

If we are not successful in continuing to expand our direct-to-consumer sales channel by driving consumer traffic and consumer purchases through our website, our business and results of operations could be harmed.

We have invested significant resources in our direct-to-consumer sales channel, primarily through our website, and our future growth relies, in part, on our continued ability to attract consumers to this channel, which has and will require significant expenditures in marketing, software development and infrastructure. If we are unable to continue to drive traffic to, and increase sales through, our website, our business and results of operations could be harmed, particularly during the COVID-19 pandemic during which physical retail stores may be closed or significantly modify their retail experience.The continued success of direct-to-consumer sales through our website is subject to risks associated with e-commerce, many of which are outside of our control. Our inability to adequately respond to

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these risks and uncertainties or to successfully maintain and expand our direct-to-consumer business via our website may have an adverse impact on our results of operations.

If we are unable to accurately anticipate market demand for our products, we may have difficulty managing our production and inventory and our operating results could be harmed.

We must forecast production and inventory needs in advance with our suppliers and manufacturers; our ability to do so accurately could be affected by many factors, including changes in customer demand, new product introductions, sales promotions, channel inventory levels, uncertainty related to the duration and impact of COVID-19, and general economic conditions. If demand does not meet our forecast, excess product inventory could force us to write-down or write-off inventory or to sell the excess inventory at discounted prices, which could cause our gross margin to suffer and impair the strength of our brand. In addition, excess inventory may result in reduced working capital, which could adversely affect our ability to invest in other important areas of our business such as marketing and product development. If our channel partners have excess inventory of our products, they may decrease their purchases of our products in subsequent periods. If demand exceeds our forecast, as it did in parts of fiscal 2020 and fiscal 2021, and we do not have sufficient inventory to meet this demand, we may experience decreased revenue or customer dissatisfaction as a result of any continued inventory shortages or we may have to rapidly increase production which may result in reduced manufacturing quality and customer satisfaction as well as higher supply and manufacturing costs that would lower our gross margin. Any of these scenarios could adversely impact our operating results and financial condition.

Our efforts to expand beyond our core product offerings and offer products with applications outside the home may not succeed and could adversely impact our business.

We may seek to expand beyond our core sound systems and develop products that have wider applications outside the home, such as commercial or office. Developing these products would require us to devote substantial additional resources, and our ability to succeed in developing such products to address such markets is unproven. It is likely that we would need to hire additional personnel, partner with new third parties and incur considerable research and development expenses to pursue such an expansion successfully. We may have less familiarity with consumer preferences for these products and less product or category knowledge, and we could encounter difficulties in attracting new customers due to lower levels of consumer familiarity with our brand. As a result, we may not be successful in future efforts to achieve profitability from new markets, services or new types of products, and our ability to generate revenue from our existing products may suffer. If any such expansion does not enhance our ability to maintain or grow our revenue or recover any associated development costs, our operating results could be adversely affected.

We experience seasonal demand for our products, and if our sales in high-demand periods are below our forecasts, our overall financial condition and operating results could be adversely affected.

Given the seasonal nature of our sales, accurate forecasting is critical to our business. Our fiscal year ends on the Saturday closest to September 30, the holiday shopping season occurs in the first quarter of our fiscal year and the typically slower summer months occur in the fourth quarter of our fiscal year. Historically, our revenue has been significantly higher in our first fiscal quarter due to increased consumer spending patterns during the holiday season. Any shortfalls in expected first fiscal quarter revenue, due to macroeconomic conditions, product release patterns, a decline in the effectiveness of our promotional activities, supply chain disruptions or for any other reason, could cause our annual operating results to suffer significantly. In addition, if we fail to accurately forecast customer demand for the holiday season, we may experience excess inventory levels or a shortage of products available for sale, which could further harm our financial condition and operating results.

The success of our business depends in part on the continued growth of the voice-enabled speaker market and our ability to establish and maintain market share.

We have increasingly focused our product roadmap on voice-enabled speakers. We introduced our first voice-enabled speaker, Sonos One, in October 2017, our first voice-enabled home theater speaker, Sonos Beam, in July 2018, our first Bluetooth-enabled portable speaker with voice control, Sonos Move, in September 2019 and our portable smart speaker, Roam, in April 2021. In June 2020, we introduced Arc, our voice-enabled premium home theater speaker. If the voice-enabled speaker markets do not continue to grow or grow in unpredictable ways, our revenue may fall short of expectations and our operating results may be harmed, particularly since we incur substantial costs to introduce new products in advance of anticipated sales. Additionally, even if the market for

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voice-enabled speakers does continue to grow, we may not be successful in developing and selling speakers that appeal to consumers or gain sufficient market acceptance. To succeed in this market, we will need to design, produce and sell innovative and compelling products and partner with other businesses that enable us to capitalize on new technologies, some of which have developed or may develop and sell voice-enabled speaker products of their own as further described herein.

If market demand for streaming music does not grow as anticipated or the availability and quality of streaming services does not continue to increase, our business could be adversely affected.

A large proportion of our customer base uses our products to listen to content via subscription-based streaming music services. Accordingly, we believe our future revenue growth will depend in significant part on the continued expansion of the market for streaming music. The success of the streaming music market depends on the quality, reliability and adoption of streaming technology and on the continued success of streaming music services such as Apple Music, Pandora, Spotify and TuneIn. If the streaming music market in general fails to expand or if the streaming services that we partner with are not successful, demand for our products may suffer and our operating results may be adversely affected.

If we are unable to protect our intellectual property, the value of our brand and other intangible assets may be diminished, and our business may be adversely affected.

We rely and expect to continue to rely on a combination of confidentiality and license agreements with our employees, consultants and third parties with whom we have relationships, as well as patent, trademark, copyright and trade secret protection laws, to protect our proprietary rights. In the United States and certain other countries, we have filed various applications for certain aspects of our intellectual property, most notably patents. However, third parties may knowingly or unknowingly infringe our proprietary rights or challenge our proprietary rights, pending and future patent and trademark applications may not be approved, and we may not be able to prevent infringement without incurring substantial expense. Such infringement could have a material adverse effect on our brand, business, financial condition and results of operations. We have initiated legal proceedings to protect our intellectual property rights, and we may file additional actions in the future. For example, on January 7, 2020, we filed a complaint with the U.S. International Trade Commission against Alphabet and Google and a lawsuit in the U.S. District Court for the Central District of California against Google, alleging patent infringement of certain Sonos patents related to our smart speakers and related technology. In addition, on September 29, 2020, we filed a lawsuit against Google in the U.S. District Court for Western District of Texas, alleging infringement of five Sonos wireless audio patents.The cost of defending our intellectual property has been and may in the future be substantial, and there is no assurance we will be successful. Our business could be adversely affected as a result of any such actions, or a finding that any patents-in-suit are invalid or unenforceable. These actions have led and may in the future lead to additional counterclaims or actions against us, which are expensive to defend against and for which there can be no assurance of a favorable outcome. Further, parties we bring legal action against could retaliate through non-litigious means, which could harm our ability to compete against such parties or to enter new markets.

In addition, the regulations of certain foreign countries do not protect our intellectual property rights to the same extent as the laws of the United States. As our brand grows, we may discover unauthorized products in the marketplace that are counterfeit reproductions of our products. If we are unsuccessful in pursuing producers or sellers of counterfeit products, continued sales of these products could adversely impact our brand, business, financial condition and results of operations.

We currently are, and may continue to be, subject to intellectual property rights claims and other litigation which are expensive to support, and if resolved adversely, could have a significant impact on us and our stockholders.

Companies in the consumer electronics industries own large numbers of patents, copyrights, trademarks, domain names and trade secrets, and frequently enter into litigation based on allegations of infringement, misappropriation or other violations of intellectual property or other rights. As we gain an increasingly high profile and face more intense competition in our markets, and as we introduce more products and services, including through acquisitions and through partners, the possibility of intellectual property rights claims against us grows. Our technologies may not be able to withstand any third-party claims or rights against their use, and we may be subject to litigation and disputes. The costs of supporting such litigation and disputes is considerable, and there can be no assurance that a favorable outcome would be obtained. We may be required to settle such litigation and disputes, or we may be subject to an unfavorable judgment in a trial, and the terms of a settlement or judgment against us may be

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unfavorable and require us to cease some or all our operations, limit our ability to use certain technologies, pay substantial amounts to the other party or issue additional shares of our capital stock to the other party, which would dilute our existing stockholders. Further, if we are found to have engaged in practices that are in violation of a third party’s rights, we may have to negotiate a license to continue such practices, which may not be available on reasonable or favorable terms, or may have to develop alternative, non-infringing technology or discontinue the practices altogether. In the event that these practices relate to an acquisition or a partner, we may not be successful in exercising any indemnification rights available to us under our agreements or in recovering damages in the event that we are successful. Each of these efforts could require significant effort and expense and ultimately may not be successful.

If we are not able to maintain and enhance the value and reputation of our brand, or if our reputation is otherwise harmed, our business and operating results could be adversely affected.

Our continued success depends on our reputation for providing high-quality products and consumer experiences, and the “Sonos” name is critical to preserving and expanding our business. Our brand and reputation are dependent on a number of factors, including our marketing efforts, product quality, and trademark protection efforts, each of which requires significant expenditures.

The value of our brand could also be severely damaged by isolated incidents, which may be outside of our control. For example, in the United States, we rely on custom installers of home audio systems for a significant portion of our sales but maintain no control over the quality of their work and thus could suffer damage to our brand or business to the extent such installations are unsatisfactory or defective. Any damage to our brand or reputation may adversely affect our business, financial condition and operating results.

Conflicts with our channel and distribution partners could harm our business and operating results.

Several of our existing products compete, and products that we may offer in the future could compete, with the product offerings of some of our significant channel and distribution partners who have greater financial and technical resources than we do. To the extent products offered by our partners compete with our products, they may choose to market and promote their own products over ours or could end our partnerships and cease selling or promoting our products entirely. If our distribution partners, such as Amazon and Apple, continue to compete with us more directly in the future, they would be able to market and promote their products more prominently than they market and promote our products, and could refuse to promote or offer our products for sale alongside their own, or at all, in distribution channels. Any reduction in our ability to place and promote our products, or increased competition for available shelf or website placement, especially during peak retail periods, such as the holiday shopping season, would require us to increase our marketing expenditures and to seek other distribution channels to promote our products. If we are unable to effectively sell our products due to conflicts with our distribution partners or the inability to find alternative distribution channels, our business would be harmed.

The expansion of our direct-to-consumer channel could alienate some of our channel partners and cause a reduction in product sales from these partners. Channel partners may perceive themselves to be at a disadvantage based on the direct-to-consumer sales offered through our website. Due to these and other factors, conflicts in our sales channels could arise and cause channel partners to divert resources away from the promotion and sale of our products. Further, to the extent we use our mobile app to increase traffic to our website and increase direct-to-consumer sales, we will rely on application marketplaces such as the Apple App Store and Google Play to drive downloads of our mobile app. Apple and Google, both of which sell products that compete with ours, may choose to use their marketplaces to promote their competing products over our products or may make access to our mobile app more difficult. Any of these situations could adversely impact our business and results of operations.

Competition with our technology partners could harm our business and operating results.

We are dependent on a number of technology partners for the development of our products, some of which have developed or may develop and sell products that compete with our products. These technology partners may cease doing business with us or disable the technology they provide our products for a variety of reasons, including to promote their products over our own. For example, we are currently manufacturing and developing voice-enabled speaker systems that are enhanced with the technology of our partners, including those who sell competing products. We introduced ~~Sonos~~ One, ~~Sonos~~ Beam, Move, Arc, and ~~Sonos Move,~~Roam, which feature built in voice-enabled speakers powered by Amazon’s Alexa or Google’s Google Assistant technology. One or more of our partners could disable their integration, terminate or not renew their distribution agreement with us, or begin charging us for their integration with our voice-enabled products. For example, our current agreement with Amazon allows Amazon to disable the Alexa integration in our voice-enabled products with limited notice. We cannot assure you that we will be successful

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in establishing partnerships with other companies that have developed voice-control enablement technology or in developing such technology on our own.

If one or more of our technology partners do not maintain their integration with our products or seek to charge us for this integration, or if we have not developed alternative partnerships for similar technology or developed such technology on our own, our sales may decline, our reputation may be harmed and our business and operating results may suffer.

Competition with our content partners could cause these partners to cease to allow their content to be streamed on our products, which could lower product demand.

Demand for our products depends in large part on the availability of streaming third-party content that appeals to our existing and prospective customers. Compatibility with streaming music services, podcast platforms and other content provided by our content partners is a key feature of our products. To date, all our arrangements have been entered into on a royalty-free basis. Some of these content partners compete with us already, and others may in the future produce and sell speakers along with their streaming services. Additionally, other content partners may form stronger alliances with our competitors in the home audio market. Any of our content partners may cease to allow their content to be streamed on our products for a variety of reasons, including as a result of our offering competing services, to promote other partnerships or their products over our products, or to seek to charge us for this streaming. If this were to happen, demand for our products could decrease, our costs could increase and our operating results could be harmed.

Operational Risks

We are dependent on a limited number of contract manufacturers to manufacture our products and our efforts to diversify manufacturers may not be successful.

We depend on a limited number of contract manufacturers to manufacture our products, with our key manufacturer, Inventec Appliances Corporation (“Inventec”), manufacturing a majority of our products. We have also historically manufactured our products in China and inearly fiscal 2020 began to diversify our supply chain through the addition of contract manufacturing in Malaysia.Our reliance on a limited number of contract manufacturers increases the risk that, in the event that any or all of such manufacturers experience an interruption in their operations, fail to perform their obligation in a timely manner or terminate agreements with us, we would not be able to maintain our production capacity without incurring material additional costs and substantial delays or we may be fully prevented from selling our products. Any material disruption in our relationship with our manufacturers would harm our ability to compete effectively and satisfy demand for our products and could adversely impact our revenue, gross margin and operating results.

In addition, there is no guarantee that our efforts to diversify manufacturers will be successful.Identifying and onboarding a new manufacturer takes a significant amount of time and resources. If we do not successfully coordinate the timely manufacturing and distribution of our products by such manufacturers, if such manufacturers are unable to successfully and timely process our orders or if we do not receive timely and accurate information from such manufacturers, we may have an insufficient supply of products to meet customer demand, we may lose sales, we may experience a build-up in inventory, we may incur additional costs, and our financial performance and reporting may be adversely affected.By adding manufacturers in other countries, we may experience increased transportation costs, fuel costs, labor unrest, impact of natural disasters and other adverse effects on our ability, timing and cost of delivering products, which may increase our inventory, decrease our margins, adversely affect our relationships with distributors and other customers and otherwise adversely affect our operating results and financial condition.In addition, any partial or full government-mandated shutdown resulting from COVID-19 has delayed and may further delay our efforts to diversify our supply chain or may cause supply chain disruptions notwithstanding any supply chain diversification efforts.

We depend on a limited number of third-party components suppliers and logistics providers.

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price fluctuations and long lead times in the supply of these components and other materials, which risk may be increased by the impact of COVID-19. If the supply of these components were to be delayed or constrained, or if one or more of our main suppliers were to go out of business, alternative sources or suppliers may not be available on acceptable terms or at all. In the event that any of our suppliers were to discontinue production of our key product components, developing alternate sources of supply for these components would be time consuming, difficult and costly. In the event we are unable to ~~accurately anticipate market demand for our products, we may have difficulty managing our production~~obtain components in sufficient quantities on a timely basis and ~~inventory and our operating results could be harmed.~~

~~We must forecast production and inventory needs in advance with our suppliers and manufacturers;~~on commercially reasonable terms, our ability to ~~do so accurately could~~sell our products in order to meet market demand would be affected ~~by many factors, including changes in customer demand, new product introductions, sales promotions, channel inventory levels, uncertainty related to the duration~~ and ~~impact of COVID-19,~~could materially and general economic conditions. If demand does not meet our forecast, excess product inventory could force us to write-down or write-off inventory or to sell the excess inventory at discounted prices, which could cause our gross margin to suffer and impair the strength of

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~~our brand. In addition, excess inventory may result in reduced working capital, which could~~ adversely affect our ~~ability~~brand, image, business prospects and operating results.

We also use a small number of logistics providers for substantially all our product delivery to ~~invest~~both distributors and retailers. If one of these providers were to experience financial difficulties or disruptions in its business, or be subject to closures or other ~~important areas~~disruptions as a result of COVID-19, our ~~business such as marketing and product development. If our channel partners have excess inventory~~own operations could be adversely affected. Because substantially all of our products ~~they may decrease their purchases~~are distributed from and into a small number of locations and by a small number of companies, we are susceptible to both isolated and system-wide interruptions caused by events out of our ~~products in subsequent periods. If demand exceeds~~control, including COVID-19 shutdowns. Any disruption to the operations of our ~~forecast~~distribution facilities could delay product delivery, harm our reputation among our customers and we do not have sufficient inventory to meet this demand, we would have to rapidly increase production which may result in reduced manufacturing quality and customer satisfaction as well as higher supply and manufacturing costs that would lower our gross margin. Any of these scenarios could adversely ~~impact~~affect our operating results and financial condition.

~~We experience seasonal demand for our products, and if our sales in high-demand periods are below our forecasts, our overall financial condition and operating results could be adversely affected.~~

Given the seasonal nature of our sales, accurate forecasting is critical to our business. Our fiscal year ends on the Saturday closest to September 30, the holiday shopping season occurs in the first quarter of our fiscal year and the typically slower summer months occur inDuring the fourth quarter of fiscal 2020 and the first and second quarters of fiscal 2021, we saw certain constraints on the ability of our ~~fiscal year. Historically, our revenue has been significantly higher~~component suppliers and logistics providers to timely meet commitments in ~~our first fiscal quarter due to~~an environment of increased demand for consumer ~~spending patterns~~electronics products during the holiday season. Any shortfalls in expected first fiscal quarter revenue, due to macroeconomic conditions, product release patterns, a decline in the effectiveness of our promotional activities, supply chain disruptions or for any other reason, could cause our annual operating results to suffer significantly. In addition, if we fail to accurately forecast customer demand for the holiday season, weCOVID-19 pandemic, including significant limits on component supplies, and port congestion, which has, and may ~~experience excess inventory levels or a shortage of products available for sale, which could further harm our financial condition and operating results.~~

~~If market demand for streaming music does not grow as anticipated or the availability and quality of streaming services does not~~ continue to, ~~increase, our business could be~~ adversely ~~affected.~~

If we are not successful in expanding our direct-to-consumer sales channel by driving consumer traffic and consumer purchases through our website, our business and results of operations could be harmed.

~~We are currently investing in our direct-to-consumer sales channel, primarily through our website, and our future growth relies in part on~~impact our ability to ~~attract consumers to this channel, which requires significant expenditures~~meet our product demand, result in marketing, software development and infrastructure. If we are unable to drive traffic to, and increase sales through, our website, our business and results of operations could be harmed. The success of direct-to-consumer sales through our website is subject to risks associated with e-commerce, many of which are outside of our control. Our inability to adequately respond to these risks and uncertainties or to successfully maintain and expand our direct-to-consumer business via our website may have an adverse impact on our results of operations.

Additionally, the expansion of our direct-to-consumer channel could alienate some of our channel partners and cause a reduction in product sales from these partners. Channel partners may perceive themselves to be at a disadvantage based on the direct-to-consumer sales offered through our website. Due to these and other factors, conflicts in our sales channels could arise and cause channel partners to divert resources away from the promotion and sale of our products or to offer competitive products. Further, to the extent we use our mobile app to increase traffic to our website and increase direct-to-consumer sales, we will rely on application marketplaces such as the Apple App Store and Google Play to drive downloads of our mobile app. Apple and Google, both of which sell products that compete with ours, may choose to use their marketplaces to promote their competing products over our productsadditional costs, or may ~~make access to our mobile app more difficult. Any of these situations could~~otherwise adversely impact our business and results of operations. These challenges have also further delayed our efforts to fully diversify our supply chain into Malaysia until fiscal 2022, which we expect to impact us as long as the global supply chain continues to experience these challenges.

We sell our products through a limited number of key channel partners, and the loss of any such channel partner would adversely impact our business.

We are dependent on our channel partners for a vast majority of our product sales. ~~Some~~Best Buy, one of our key channel partners, ~~include Best Buy, which~~ accounted for ~~16%~~12% of our revenue in fiscal ~~2019, and the ALSO Group, our distributor in Germany, Sweden, Denmark and Norway, which accounted for 10% of our revenue in fiscal 2019.~~2020. We compete with other consumer products for placement and promotion of our products in the stores of our channel partners, including in some cases products

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of our channel partners. Our contracts with our channel partners allow them to exercise significant discretion in the placement and promotion of our products, and such contracts do not contain any long-term volume commitments. If one or several of our channel partners do not effectively market and sell our products, discontinue or reduce the inventory of our products, increase the promotions of or choose to promote competing products over ours, the volume of our products sold to customers could decrease, and our business and results of operations would therefore be significantly harmed. As a result of the COVID-19 pandemic, many of our key channel partners have temporarily closed or reduced operations in their retail stores during fiscal 2020 and the first and second quarters of fiscal 2021 and may continue to do so in the future, which has had, and may continue to have, a material effect on our business and results of operations.

Revenue from our channel partners also depends on a number of factors outside our control and may vary from period to period. One or more of our channel partners may experience serious financial difficulty, particularly in light of store closures due to the COVID-19 pandemic, may consolidate with other channel partners or may have limited or ceased operations. Our business and results of operations have been, and may continue to be, significantly harmed by retail store closures by many of our key channel partners. Loss of a key channel partner would require us to identify alternative channel partners or increase our reliance on our direct-to-consumer ~~sales efforts,~~channel, which may be time-consuming and expensive or we may be unsuccessful in our efforts to do so.

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We have and may in the future continue to discontinue support for older versions of our products, resulting in customer dissatisfaction that could negatively affect our business and operating results.

We have historically maintained, and we believe our customers may expect, extensive backward compatibility for our older products and the software that supports them, allowing older products to continue to benefit from new software updates. We expect that as we continue to improve and enhance our software platform, this backward compatibility will no longer be practical or cost-effective, and we may decrease or discontinue service for our older products. We previously announced that certain legacy products will continue to work but will no longer receive software updates (other than bug fixes and patches) beginning in May 2020. To the extent we no longer provide extensive backward capability for our products, we may damage our relationship with our existing customers, as well as our reputation, brand loyalty and ability to attract new customers.

For these reasons, any decision to decrease or discontinue backward capability may decrease sales, generate legal claims and adversely affect our business, operating results and financial condition.

Product quality issues and a higher-than-expected number of warranty claims or returns could harm our business and operating results.

The products that we sell could contain defects in design or manufacture. Defects could also occur in the products or components that are supplied to us. There can be no assurance we will be able to detect and remedy all defects in the hardware and software we sell, which could result in product recalls, product redesign efforts, loss of revenue, reputational damage and significant warranty and other remediation expenses. Similar to other consumer electronics, our products have a risk of overheating and fire in the course of usage or upon malfunction. Any such defect could result in harm to property or in personal injury. If we determine that a product does not meet product quality standards or may contain a defect, the launch of such product could be delayed until we remedy the quality issue or defect. The costs associated with any protracted delay necessary to remedy a quality issue or defect in a new product could be substantial.

We generally provide a one-year warranty on all our products, except in the European Union ("EU") and select other countries where we provide a two-year warranty on all our products. The occurrence of any material defects in our products could expose us to liability for warranty claims in excess of our current reserves, and we could incur significant costs to correct any defects, warranty claims or other problems. In addition, our failure to comply with past, present and future laws regulating extended warranties and accidental damage coverage could result in reduced sales of our products, reputational damage, penalties and other sanctions, which could harm our business and financial condition.

Our international operations are subject to increased business and economic risks that could impact our financial results.

We have operations outside the United States, and we expect to continue to expand our international presence, especially in Asia. In fiscal 2020, 47.4% of our revenue was generated outside the United States. This subjects us to a variety of risks inherent in doing business internationally, including:

•fluctuations in currency exchange rates and costs of imposing currency exchange controls;

•political, social and/or economic instability, including related to the ongoing COVID-19 pandemic and the United Kingdom's withdrawal from the EU, commonly known as "Brexit";

•tariffs, trade barriers and duties;

•protectionist laws and business practices that favor local businesses in some countries;

•higher levels of credit risk and payment fraud and longer payment cycles associated with, and increased difficulty of payment collections from certain international customers;

•burdens and risks of complying with a number and variety of foreign laws and regulations, including the Foreign Corrupt Practices Act;

•laws and regulations may change from time to time unexpectedly and may be unpredictably enforced;

•potential negative consequences from changes in or interpretations of U.S. and foreign tax laws;

•the cost of developing connected products for countries where Wi-Fi technology has been passed over in favor of more advanced cellular data networks;

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•reduced protection for intellectual property rights in some countries;

•difficulties and associated costs in managing multiple international locations; and

•delays from customs brokers or government agencies.

If we are unable to manage the complexity of our global operations successfully, or if the risks above become substantial for us, our financial performance and operating results could suffer. Further, any measures that we may implement to reduce risks of our international operations may not be effective, may increase our expenses and may require significant management time and effort. Entry into new international markets requires considerable management time and financial resources related to market, personnel and facilities development before any significant revenue is generated. As a result, initial operations in a new market may operate at low margins or may be unprofitable.

We will need to improve our financial and operational systems to manage our growth effectively and support our increasingly complex business arrangements, and an inability to do so could harm our business and results of operations.

To manage our growth and our increasingly complex business operations, especially as we move into new markets internationally, we will need to upgrade our operational and financial systems and procedures, which requires management time and may result in significant additional expense. In particular, beginning in fiscal 2020 and through our first and second quarters of fiscal 2021, we are undergoing activities to replace our legacy enterprise resource management system in order to accommodate our expanding operations. We cannot be certain that we will institute, in a timely or efficient manner or at all, the improvements to our managerial, operational and financial systems and procedures necessary to support our anticipated increased levels of operations. Delays or problems associated with any improvement or expansion of our operational and financial systems could adversely affect our relationships with our suppliers, manufacturers, resellers and customers, inhibit our ability to expand or take advantage of market opportunities, cause harm to our reputation and result in errors in our financial and other reporting, any of which could harm our business and operating results.

A significant disruption in our websites, servers or information technology systems, or those of our third-party partners, could impair our customers’ listening experience or otherwise adversely affect our customers, damage our reputation or harm our business.

As a consumer electronics company, our website and mobile app are important presentations of our business, identity and brand and an important means of interacting with, and providing information to, consumers of our products. We depend on our servers and centralized information technology systems, and those of third parties, for product functionality, to manage operations and to store critical information and intellectual property. Accordingly, we allocate significant resources to maintaining our information technology systems and deploying network security, data encryption, training and other measures to protect against unauthorized access or misuse. Nevertheless, our website and information technology systems, and those of the third parties we rely on, are susceptible to damage, viruses, disruptions or shutdowns due to foreseeable and unforeseeable events. System failures and disruptions could impede the manufacturing and shipping of products, functionality of our products, transactions processing and financial reporting, and result in the loss of intellectual property or data, require substantial repair costs and damage our reputation, competitive position, financial condition and results of operations.

For example, we use Amazon Web Services (“AWS”) to maintain the interconnectivity of our mobile app to our servers and those of the streaming services that our customers access to enjoy our products. Because AWS runs its own platform that we access, we are vulnerable to both system-wide and Sonos-specific service outages at AWS. Our access to AWS’ infrastructure could be limited by a number of potential causes, including technical failures, natural disasters, fraud or security attacks that we cannot predict or prevent.

Additionally, our products may contain flaws that make them susceptible to unauthorized access or use. For example, we previously discovered a vulnerability in our products that could be exploited when a customer visited a website with malicious content, allowing the customer’s local network to be accessed by third parties who could

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then gain unauthorized access to the customer’s playlists and other data and limited control of the customer’s devices. While we devote significant resources to address and eliminate flaws and other vulnerabilities in our products, there can be no assurance that our products will not be compromised in the future. Any such flaws or vulnerabilities, whether actual or merely potential, could harm our reputation, competitive position, financial condition and results of operations.

Any cybersecurity breaches or our actual or perceived failure to comply with such legal obligations by us, or by our third-party service providers or partners, could harm our business.

We collect, store, process and use our customers’ personally identifiable information and other data, and we rely on third parties that are not directly under our control to do so as well. While we take measures intended to protect the security, integrity and confidentiality of the personal information and other sensitive information we collect, store or transmit, we cannot guarantee that inadvertent or unauthorized use or disclosure will not occur, or that third parties will not, gain unauthorized access to this information. There have been a number of recent reported incidents where third parties have used software to access the personal data of their partners’ customers for marketing and other purposes.

If we or our third-party service providers were to experience a breach, disruption or failure of systems compromising our customers’ data, or if one of our third-party service providers or partners were to access our customers’ personal data without our authorization, our brand and reputation could be adversely affected, use of our products could decrease and we could be exposed to a risk of loss, litigation and regulatory proceedings. In addition, a breach could require expending significant additional resources related to the security of information systems and disrupt our operations.

The use of data by our business and our business associates is highly regulated in all our operating countries. Privacy and information-security laws and regulations change, and compliance with them may result in cost increases due to, among other things, systems changes and the development of new processes. If we or those with whom we share information fail to comply with laws and regulations, such as the General Data Protection Regulation (GDPR) and California Consumer Privacy Act (CCPA), our reputation could be damaged, possibly resulting in lost business, and we could be subjected to additional legal risk or financial losses as a result of non-compliance. Complying with such laws may also require us to modify our data processing practices and policies and incur substantial expenditures.

Changes in how network operators manage data that ~~travel~~travels across their networks or in net neutrality rules could harm our business.

We rely upon the ability of consumers to access our service through the internet. If network operators block, restrict or otherwise impair access to our service over their networks, our service and business could be negatively affected. To the extent that network operators implement usage-based pricing, including meaningful bandwidth caps, or otherwise try to monetize access to their networks by data providers, we could incur greater operating expenses. Furthermore, to the extent network operators create tiers of internet access service and either charge us for or prohibit us from being available through these tiers, our business could be negatively impacted.

Further, in the past, internet service providers (“ISPs”) have attempted to implement usage-based pricing, bandwidth caps and traffic shaping or throttling. To the extent network operators create tiers of internet access service and charge our customers in direct relation to their consumption of audio content, our ability to attract and retain customers could be impaired, which would harm our business. Net neutrality rules, which were designed to ensure that all online content is treated the

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same by ISPs and other companies that provide broadband services, were repealed by the Federal Communications Commission ("FCC") effective June 2018. Although the FCC has preempted state jurisdiction on net neutrality, some states have taken executive action directed at reinstating aspects of the FCC’s 2015 order. Further, while many countries, including across the ~~European Union (the "EU"),~~EU, have implemented net neutrality rules, in others, the laws may be nascent or non-existent. The absence or repeal of the net neutrality rules could force us to incur greater operating expenses, cause our streaming partners to seek to shift costs to us or result in a decrease in the streaming-based usage of our platform by our customers, any of which would harm our results of operations. In addition, given uncertainty around these rules, including changing interpretations, amendments or repeal, coupled with potentially significant political and economic power of local network operators, we could experience discriminatory or anti-competitive practices that could impede our growth, cause us to incur additional expense or otherwise negatively affect our business.

~~Our investments in research and development may not yield the results expected.~~

~~If we are not able to maintain and enhance the value and reputation of our brand, or if our reputation is otherwise harmed, our business and operating results could be adversely affected.~~

~~Our efforts to expand beyond our core product offerings and offer products with applications outside the home may not succeed and could adversely impact our business.~~

We may seek to expand beyond our core sound systems and develop products that have wider applications outside the home, such as commercial or office. Developing these products would require us to devote substantial additional resources, and our ability to succeed in developing such products to address such markets is unproven. It is likely that we would need to hire additional personnel, partner with new third parties and incur considerable research and development expenses to pursue such an expansion successfully. We have less familiarity with consumer preferences for these products and less product or category knowledge, and we could encounter difficulties in attracting new customers due to lower levels of consumer familiarity with our brand. As a result, we may not be successful in future efforts to achieve profitability from new markets or new types of products, and our ability to generate revenue from our existing products may suffer. If any such expansion does not enhance our ability to maintain or grow our revenue or recover any associated development costs, our operating results could be adversely affected.

~~We have and may continue to discontinue support for older versions of our products, resulting in customer dissatisfaction that could negatively affect our business and operating results.~~

We have historically maintained, and we believe our customers may expect, extensive backward compatibility for our older products and the software that supports them, allowing older products to continue to benefit from new software updates. We expect that in the near term, this backward compatibility will no longer be practical or cost-effective, and we may decrease or discontinue service for our older products. We previously announced that certain legacy products will continue to work but will no longer receive software updates (other than bug fixes and patches) beginning in May 2020. To the extent we no

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longer provide extensive backward capability for our products, we may damage our relationship with our existing customers, as well as our reputation, brand loyalty and ability to attract new customers.

~~For these reasons, any decision to decrease or discontinue backward capability may decrease sales, generate legal claims and adversely affect our business, operating results and financial condition.~~

~~Product quality issues and a higher-than-expected number of warranty claims or returns could harm our business and operating results.~~

We generally provide a one-year warranty on all our products, except in the EU and select other countries where we provide a two-year warranty on all our products. The occurrence of any material defects in our products could expose us to liability for warranty claims in excess of our current reserves, and we could incur significant costs to correct any defects, warranty claims or other problems. In addition, our failure to comply with past, present and future laws regulating extended warranties and accidental damage coverage could result in reduced sales of our products, reputational damage, penalties and other sanctions, which could harm our business and financial condition.

~~The loss of one or more of our key personnel, or our failure to attract, assimilate and retain other highly qualified personnel in the future, could harm our business.~~

We depend on the continued services and performance of our key personnel. The loss of key personnel, including key members of management as well as our product development, marketing, sales and technology personnel, could disrupt our operations and have an adverse effect on our ability to grow our business. In addition, the loss of key personnel in our finance and accounting departments could harm our internal controls, financial reporting capability and capacity to forecast and plan for future growth. Further, the market for highly skilled workers and leaders in our industry is extremely competitive. If we do not succeed in attracting, hiring and integrating high-quality personnel or in retaining and motivating existing personnel, we may be unable to grow effectively, and our financial condition may be harmed.

Natural disasters, geopolitical unrest, war, terrorism, pandemics, public health issues or other catastrophic events could disrupt the supply, delivery or demand of products, which could negatively affect our operations and performance.

We are subject to the risk of disruption by earthquakes, floods and other natural disasters, fire, power shortages, geopolitical unrest, war, terrorist attacks and other hostile acts, public health issues, epidemics or pandemics, including COVID-19, and other events beyond our control and the control of the third parties on which we depend. Any of these catastrophic events, whether in the United States or abroad, may have a strong negative impact on the global economy, us, our contract manufacturers, our suppliers or customers, and could decrease demand for our products, create delays and inefficiencies in our supply chain and make it difficult or impossible for us to deliver products to our customers. Further, our headquarters are located in Santa Barbara, California, in a seismically active region that is also prone to forest fires. Any catastrophic event that occurred near our headquarters, or near our manufacturing facilities in China or Malaysia, could impose significant damage to our ability to conduct our business and could require substantial recovery time, which could have an adverse effect on our business, operating results and financial condition.

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disputes is considerable, and there can be no assurance that a favorable outcome would be obtained. We may be required to settle such litigations and disputes, or we may be subject to an unfavorable judgment in a trial, and the terms of a settlement or judgment against us may be unfavorable and require us to cease some or all our operations, limit our ability to use certain technologies, pay substantial amounts to the other party or issue additional shares of our capital stock to the other party, which would dilute our existing stockholders. Further, if we are found to have engaged in practices that are in violation of a third party’s rights, we may have to negotiate a license to continue such practices, which may not be available on reasonable or favorable terms, develop alternative, non-infringing technology or discontinue the practices altogether. In the event that these practices relate to an acquisition or a partner, we may not be successful in exercising any indemnification rights available to us under our agreements or in recovering damages in the event that we are successful. Each of these efforts could require significant effort and expense and ultimately may not be successful.

~~If we are unable to protect our intellectual property, the value of our brand and other intangible assets may be diminished, and our business may be adversely affected.~~

We rely and expect to continue to rely on a combination of confidentiality and license agreements with our employees, consultants and third parties with whom we have relationships, as well as patent, trademark, copyright and trade secret protection laws, to protect our proprietary rights. In the United States and certain other countries, we have filed various applications for certain aspects of our intellectual property, most notably patents. However, third parties may knowingly or unknowingly infringe our proprietary rights or challenge our proprietary rights, pending and future patent and trademark applications may not be approved, and we may not be able to prevent infringement without incurring substantial expense. Such infringement could have a material adverse effect on our brand, business, financial condition and results of operations. We have initiated legal proceedings to protect our intellectual property rights, and we may file additional actions in the future. For example, on January 7, 2020, we filed a complaint with the U.S. International Trade Commission against Alphabet Inc. and Google LLC and a lawsuit in the U.S. District Court for the Central District of California against Google LLC, alleging patent infringement of certain Sonos patents related to our smart speakers and related technology. The cost of defending our intellectual property has been and may in the future be substantial, and there is no assurance we will be successful. Our business could be adversely affected as a result of any such actions, or a finding that any patents-in-suit are invalid or unenforceable. These actions have led and may in the future lead to additional counterclaims or actions against us, which are expensive to defend against and for which there can be no assurance of a favorable outcome. Further, parties we bring legal action against could retaliate through non-litigious means, which could harm our ability to compete against such parties or to enter new markets.

Our use of open source software could negatively affect our ability to sell our products and subject us to possible litigation.

We incorporate open source software into our products, and we may continue to incorporate open source software into our products in the future. Open source software is generally licensed by its authors or other third parties under open source licenses. Some of these licenses contain requirements that we make available source code for modifications or derivative works we create based upon the open source software and that we license such modifications or derivative works under the terms of a particular open source license or other license granting third parties certain rights of further use. Additionally, if a third-party software provider has incorporated open source software into software that we license from such provider, we could be required to disclose any of our source code that incorporates or is a modification of our licensed software. If an author or other third party that distributes open source software that we use or license were to allege that we had not complied with the conditions of the applicable license, we could be required to incur significant legal expenses defending against those allegations and could be subject to significant damages, enjoined from offering or selling our products that contained the open source software and required to comply with the above conditions. Any of the foregoing could disrupt and harm our business and financial condition.

~~Any cybersecurity breaches or our actual or perceived failure~~Legal and Regulatory Risks

Changes in international trade policies, including the imposition of tariffs. have had, and may continue to ~~comply with such legal obligations by us, or by our third-party service providers or partners, could harm our business.~~

~~We collect, store, process and use our customers’ personally identifiable information and other data, and we rely~~have, an adverse effect on third parties that are not directly under our control to do so as well. While we take measures intended to protect the security, integrity and confidentiality of the personal information and other sensitive information we collect, store or transmit, we cannot guarantee that inadvertent or unauthorized use or disclosure will not occur, or that third parties will not gain

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unauthorized access to this information. There have been a number of recent reported incidents where third parties have used software to access the personal data of their partners’ customers for marketing and other purposes.

~~The use of data by~~ our business, and our business associates is highly regulated in all our operating countries. Privacy and information-security laws and regulations change, and compliance with them may result in cost increases due to, among other things, systems changes and the development of new processes. If we or those with whom we share information fail to comply with laws and regulations, such as the General Data Protection Regulation (GDPR) and California Consumer Privacy Act (CCPA), our reputation could be damaged, possibly resulting in lost business, and we could be subjected to additional legal risk or financial ~~losses as a result of non-compliance. Complying with such laws may also require us to modify our data processing practices and policies and incur substantial expenditures.~~

~~Our international operations are subject to increased business and economic risks that could impact our financial results.~~

We have operations outside the United States, and we expect to continue to expand our international presence, especially in Asia. In fiscal 2019, 50.0% of our revenue was generated outside the United States. This subjects us to a variety of risks inherent in doing business internationally, including:

~~fluctuations in currency exchange rates and costs of imposing currency exchange controls;~~

~~political, social and/or economic instability, including related to the ongoing COVID-19 pandemic and the United Kingdom's withdrawal from the EU, commonly known as "Brexit";~~

~~higher levels of credit risk and payment fraud and longer payment cycles associated with, and increased difficulty of payment collections from certain international customers;~~

~~burdens and risks of complying with a number and variety of foreign laws and regulations, including the Foreign Corrupt Practices Act;~~

~~laws and regulations may change from time to time unexpectedly and may be unpredictably enforced;~~

~~potential negative consequences from changes in or interpretations of U.S. and foreign tax laws;~~

~~the cost of developing connected products for countries where Wi-Fi technology has been passed over in favor of more advanced cellular data networks;~~

~~tariffs, trade barriers and duties;~~

~~protectionist laws and business practices that favor local businesses in some countries;~~

~~reduced protection for intellectual property rights in some countries;~~

~~difficulties and associated costs in managing multiple international locations; and~~

~~delays from customs brokers or government agencies.~~

We have significant operations in China, where many of the risks listed above are particularly acute. China experiences high turnover of direct labor due to the intensely competitive and fluid market for labor, and if our labor turnover rates are higher than we expect, or we otherwise fail to adequately manage our labor needs, then our businesscondition and results of operations could be adversely affected. In addition, if significant tariffs or other restrictions are placed on Chinese imports or any related counter-measures are taken by China, our revenue and results of operations may be materially harmed. For example, theoperations.

The U.S. government has imposed significant new tariffs on China related to the importation of certain product categories, including under the August 2019 Section 301 Tariff Action (List 4A) ("Section 301 tariffs"), which ~~currently affect our products and has~~Section 301 tariffs have increased our cost of ~~revenue. In May~~revenue and adversely impacted our results of operations.The Section 301 tariffs were imposed on our products effective September 2019 ~~tariffs on accessories were increased to 25%~~ and ~~tariffs on other imports~~ were imposed at a rate of 15% ~~effective September 2019,~~ which ~~were~~was reduced to a rate of 7.5% effective February 2020 as part of a “Phase One” agreement between the U.S. and China on trade matters. On May 13, 2020, we were granted a temporary exclusion from the Section 301 tariffs for our components products and, on July 23, 2020, we were granted a temporary exclusion from the Section 301 tariffs for our core speaker products.These exclusions eliminated the Section 301 tariffs on our core speaker and component products until August 31, 2020 and entitled us to an estimated refund of approximately $30 million in Section 301 tariffs we have paid since September 2019.On August 28, 2020, the U.S. Trade Representative granted an extension through December 31, 2020 of the exclusion for our core products.The exclusion for our component products was not extended past August 31, 2020, with the Section 301 tariffs for our component products automatically reinstating on September 1, 2020.The exclusion for our core products was not extended past December 31, 2020, with the Section 301 tariffs for our core products automatically reinstating on January 1, 2021.

In the event that future tariffs are imposed on imports of our products, we do not successfully obtain the refund to which we are currently entitled, we are not successful in any future exemption extension requests, the amounts of existing tariffs are increased, we experience prolonged COVID-19 shutdowns in Malaysia, our supply chain diversification efforts are further delayed or China or other countries take retaliatory trade measures in response to existing or future tariffs, our business may be impacted and we may be required to

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raise prices or make changes to our operations, any of which could materially harm our revenue or operating results. In response to the Section 301 tariffs (among other factors), in early fiscal 2020 we began to diversify our supply chain through the addition of contract manufacturing in Malaysia. In response to future new tariffs, we may further shift production outside of China, resulting in significant costs and disruption to our operations as we would need to pursue the time-consuming processes of recreating a new supply ~~chain,~~chains, identifying substitute components and establishing new manufacturing locations.

We must comply with extensive regulatory requirements, and the cost of such compliance, and any failure to comply, may adversely affect our business, financial condition and results of operations.

In our current business and as we expand into new markets and product categories, we must comply with a wide variety of laws, regulations, standards and other requirements governing, among other things, electrical safety, wireless emissions, health and safety, e-commerce, consumer protection, export and import requirements, hazardous materials usage, product-related energy consumption, packaging, recycling and environmental matters. Compliance with these laws, regulations, standards and other requirements may be onerous and expensive, and they may be inconsistent from jurisdiction to jurisdiction or change from time to time, further increasing the cost of compliance

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and doing business. Our products may require regulatory approvals or satisfaction of other regulatory concerns in the various jurisdictions in which they are manufactured, sold or both. These requirements create procurement and design challenges that require us to incur additional costs identifying suppliers and manufacturers who can obtain and produce compliant materials, parts and products. Failure to comply with such requirements can subject us to liability, additional costs and reputational harm and, in extreme cases, force us to recall products or prevent us from selling our products in certain jurisdictions.

We may incur costs in complying with changing tax laws in the United States and abroad, which could adversely impact our cash flow, financial condition and results of operations.

We are a U.S.-based company subject to taxes in multiple U.S. and foreign tax jurisdictions. Our profits, cash flow and effective tax rate could be adversely affected by changes in the tax rules and regulations in the jurisdictions in which we do business, unanticipated changes in statutory tax rates and changes to our global mix of earnings. As we expand our operations, any changes in the U.S. or foreign taxation of such operations may increase our worldwide effective tax rate.

We are also subject to examination by the Internal Revenue Service ("IRS") and other tax authorities, including state revenue agencies and foreign governments. If any tax authority disagrees with any position we have taken, our tax liabilities and operating results may be adversely affected. While we regularly assess the likelihood of favorable or unfavorable outcomes resulting from examinations by the IRS and other tax authorities to determine the adequacy of our provision for income taxes, there can be no assurance that the actual outcome resulting from these examinations will not materially adversely affect our financial condition and results of operations. In addition, the distribution of our products subjects us to numerous complex and often-changing customs regulations. Failure to comply with these systems and regulations could result in the assessment of additional taxes, duties, interest and penalties. There is no assurance that tax and customs authorities agree with our reporting positions and upon audit may assess us additional taxes, duties, interest and penalties. If this occurs and we cannot successfully defend our position, our profitability will be reduced.

Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

As of ~~September 28, 2019,~~October 3, 2020, we had gross U.S. federal net operating loss carryforwards of ~~$60.6~~$30.8 million, which expire beginning in 2035, and gross state net operating loss carryforwards of ~~$36.2~~$26.9 million, which expire beginning in ~~2025,~~2027, as well as ~~$16.1~~$52.2 million in foreign net operating loss carryforwards, of which ~~$1.4~~$37.6 million have an indefinite ~~life.~~life and $14.6 million will expire in 2027. As of ~~September 28, 2019,~~October 3, 2020, we also had U.S. federal research and development tax credit carryforwards of ~~$33.8~~$41.8 million, and state research and development tax credit carryforwards of ~~$25.9~~$31.8 million, which will expire beginning in 2025 and 2024, respectively. ItBecause of the change of ownership provisions of Sections 382 and 383 of the Code, use of a portion of the Company's domestic net operating losses and tax credit carryforwards may be limited in future periods depending upon future changes in ownership. Further, a portion of the carryforwards may expire before being applied to reduce future income tax liabilities if sufficient taxable income is ~~possible~~not generated in future periods.

Risks Related to Ownership of Our Common Stock

The stock price of our common stock has been and may continue to be volatile or may decline regardless of our operating performance.

The stock price of our common stock has been and may continue to be volatile. Since shares of our common stock were sold in our IPO in August 2018 at a price of $15.00 per share, the closing price of our common stock has ranged from $6.97 to $43.09 through April 3, 2021. The stock price of our common stock may fluctuate significantly in response to numerous factors in addition to the ones described in the preceding Risk Factors, many of which are beyond our control, including:

•overall performance of the equity markets and the economy as a whole;

•changes in the financial projections we or third parties may provide to the public or our failure to meet these projections;

•actual or anticipated changes in our growth rate relative to that of our competitors;

•announcements of new products, or of acquisitions, strategic partnerships, joint ventures or capital-raising activities or commitments, by us or by our competitors;

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•additions or departures of key personnel;

•failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company or our failure to meet these estimates or the expectations of investors;

•rumors and market speculation involving us or other companies in our industry;

•sales of shares of our common stock by us or our stockholders particularly sales by our directors, executive officers and significant stockholders, or the perception that these sales could occur; and

•additional stock issuances that result in significant dilution to shareholders.

In addition, the stock market with respect to newly public companies, particularly companies in the technology industry, has experienced significant price and volume fluctuations that have affected and continue to affect the stock prices of these companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and adversely affect our business.

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid any cash dividends on our common stock, and we do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of the Board. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments. In addition, the terms of our credit facilities contain restrictions on our ability to declare and pay cash dividends on our capital stock.

Certain provisions in our corporate charter documents and under Delaware law may prevent or hinder attempts by our stockholders to change our management or to acquire a controlling interest in us.

There are provisions in our restated certificate of incorporation and restated bylaws that may make it difficult for a third party to acquire, or attempt to acquire, control of our company, even if a change in control were considered favorable by our stockholders. These anti-takeover provisions include:

•a classified Board so that not ~~generate taxable income~~all members of the Board are elected at one time;

•the ability of the Board to determine the number of directors and fill any vacancies and newly created directorships;

•a requirement that our directors may only be removed for cause;

•a prohibition on cumulative voting for directors;

•the requirement of a super-majority to amend some provisions in our restated certificate of incorporation and restated bylaws;

•authorization of the issuance of “blank check” preferred stock that the Board could use to implement a stockholder rights plan;

•an inability of our stockholders to call special meetings of stockholders; and

•a prohibition on stockholder actions by written consent, thereby requiring that all stockholder actions be taken at a meeting of our stockholders.

In addition, our restated certificate of incorporation provides that the Delaware Court of Chancery is the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law (the “DGCL”), our restated certificate of incorporation or our restated bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine. Our restated certificate of incorporation also provides that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

Further, Section 203 of the DGCL may discourage, delay or prevent a change in control of our company. Section 203 imposes certain restrictions on mergers, business combinations, and other transactions between us and holders of 15% or more of our common stock.

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General Risk Factors

The loss of one or more of our key personnel, or our failure to attract, assimilate and retain other highly qualified personnel in the future, could harm our business.

We are subject to the risk of disruption by earthquakes, floods and other natural disasters, fire, power shortages, geopolitical unrest, war, terrorist attacks and other hostile acts, public health issues, epidemics or pandemics, including COVID-19, and other events beyond our control and the control of the third parties on which we depend. Any of these catastrophic events, whether in the United States or abroad, may have a strong negative impact on the global economy, us, our contract manufacturers, our suppliers or customers, and could decrease demand for our products, create delays and inefficiencies in our supply chain and make it difficult or impossible for us to deliver products to our customers. Further, our headquarters are located in Santa Barbara, California, in a seismically active region that is also prone to forest fires. Any catastrophic event that occurred near our headquarters, or near our manufacturing facilities in China or Malaysia, could impose significant damage to our ability to conduct our business and could require substantial recovery time, ~~to use~~which could have an adverse effect on our ~~net~~business, operating ~~loss carryforwards before their expiration.~~results and financial condition.

We may need additional capital, and we cannot be certain that additional financing will be available.

Our operations have been financed primarily through cash flow from operating activities, borrowings under our J.P. Morgan Chase Bank, N.A. Secured Term Loan (the "Term Loan"), which was repaid in the second quarter of fiscal 2021, and the Secured Credit Facility with J.P. Morgan Chase Bank, N.A. (the "Credit Facility") and net proceeds from the sale of our equity securities. We may require additional equity or debt financing to fund our operations and capital expenditures. Our ability to obtain financing will depend, among other things, on our development efforts, business plans, operating performance and the condition of the capital markets at the time we seek financing. We cannot assure you that additional financing will be available to us on favorable terms if and when required, or at all.

We may acquire other businesses or receive offers to be acquired, which could require significant management attention, disrupt our business, dilute stockholder value and adversely affect our operating results.

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As part of our business strategy, we have and may in the future make investments in complementary businesses, products, services or technologies. These acquisitions and other transactions and arrangements involve significant challenges and risks, including not advancing our business strategy, receiving an unsatisfactory return on our investment, difficulty integrating and retaining new employees, business systems, and technology, or distracting management from our other business initiatives. If an arrangement fails to adequately anticipate changing circumstances and interests of a party, it may result in early termination or renegotiation of the arrangement. The success of these transactions and arrangements will depend in part on our ability to leverage them to enhance our existing products or develop compelling new ones. It may take longer than expected to realize the full benefits from these transactions and arrangements such as increased revenue or enhanced efficiencies, or the benefits may ultimately be smaller than we expected. These events could adversely affect our consolidated financial statements.

To manage our growth and our increasingly complex business operations, especially as we move into new markets internationally, we will need to upgrade our operational and financial systems and procedures, which requires management time and may result in significant additional expense. In particular, we anticipate that our legacy enterprise resource management system will need to be replaced in the near to intermediate term in order to accommodate our expanding operations. We cannot be certain that we will institute, in a timely or efficient manner or at all, the improvements to our managerial, operational and financial systems and procedures necessary to support our anticipated increased levels of operations. Delays or problems associated with any improvement or expansion of our operational and financial systems could adversely affect our relationships with our suppliers, manufacturers, resellers and customers, inhibit our ability to expand or take advantage of market opportunities, cause harm to our reputation and result in errors in our financial and other reporting, any of which could harm our business and operating results.

If we fail to maintain an effective system of internal controls in the future, we may experience a loss of investor confidence and an adverse impact to our stock price.

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Pursuant to the Sarbanes-Oxley Act of 2002, we are required to document and test our internal control procedures and to provide a report by management on internal control over financial reporting, including management’s assessment of the effectiveness of such control. We previously reported and remediated material weaknesses in internal control over financial reporting. Completion of remediation does not provide assurance that our remediation or other controls will continue to operate properly. If we are unable to maintain effective internal control over financial reporting or disclosure controls and procedures, our ability to record, process and report financial information accurately, and to prepare consolidated financial statements within required time periods could be adversely affected, which could subject us to litigation or investigations requiring management resources and payment of legal and other expenses, negatively affect investor confidence in our consolidated financial statements and adversely impact our stock price.

~~Risks related to ownership of our common stock~~

~~The stock price of our common stock has been and may continue to be volatile or may decline regardless of our operating performance.~~

The stock price of our common stock has been and may continue to be volatile. Since shares of our common stock were sold in our IPO in August 2018 at a price of $15.00 per share, the closing price of our common stock has ranged from $6.97 to $21.69 through March 28, 2020. The stock price of our common stock may fluctuate significantly in response to numerous factors in addition to the ones described in the preceding Risk Factors, many of which are beyond our control, including:

~~overall performance of the equity markets and the economy as a whole;~~

~~changes in the financial projections we or third parties may provide to the public or our failure to meet these projections;~~

~~actual or anticipated changes in our growth rate relative to that of our competitors;~~

~~announcements of new products, or of acquisitions, strategic partnerships, joint ventures or capital-raising activities or commitments, by us or by our competitors;~~

~~additions or departures of key personnel;~~

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failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company or our failure to meet these estimates or the expectations of investors;

~~rumors and market speculation involving us or other companies in our industry;~~

~~sales of shares of our common stock by us or our stockholders particularly sales by our directors, executive officers and significant stockholders, or the perception that these sales could occur; and~~

~~additional stock issuances that result in significant dilution to shareholders.~~

~~We do not intend to pay dividends for the foreseeable future.~~

~~Certain provisions in our corporate charter documents and under Delaware law may prevent or hinder attempts by our stockholders to change our management or to acquire a controlling interest in us.~~

~~a classified Board so that not all members of the Board are elected at one time;~~

~~the ability of the Board to determine the number of directors and fill any vacancies and newly created directorships;~~

~~a requirement that our directors may only be removed for cause;~~

~~a prohibition on cumulative voting for directors;~~

~~the requirement of a super-majority to amend some provisions in our restated certificate of incorporation and restated bylaws;~~

~~authorization of the issuance of “blank check” preferred stock that the Board could use to implement a stockholder rights plan;~~

~~an inability of our stockholders to call special meetings of stockholders; and~~

~~a prohibition on stockholder actions by written consent, thereby requiring that all stockholder actions be taken at a meeting of our stockholders.~~

Further, Section 203 of the Delaware General Corporation Law may discourage, delay or prevent a change in control of our company. Section 203 imposes certain restrictions on mergers, business combinations, and other transactions between us and holders of 15% or more of our common stock.

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Item 2. Unregistered ~~sales~~Sales of ~~equity securities~~Equity Securities and ~~use~~Use of proceeds

Recent ~~sales~~Sales of ~~unregistered securities~~Unregistered Securities

None.

~~Issuer purchases of equity securities~~

Issuer Purchases of Equity Securities

The following table presents information with respect to our repurchase of common stock during the quarter ended ~~March 28, 2020.~~April 3, 2021.


Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
Jan 3 - Jan 30	—	$	—	—	$	50,000
Jan 31 - Feb 27	4,432	$	34.89	4,432	$	49,845
Feb 28 - Apr 3	15,115	$	34.85	15,115	$	49,318
Total	19,547			19,547

Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
Dec 29 - Jan 25 —
$ —
—
$ 47,075
Jan 26 - Feb 22 1,166,769
$ 13.74
1,166,769
$ 31,024
Feb 23- Mar 28 1,142,835
$ 12.44
1,142,835
$ 16,785
Total 2,309,604

2,309,604

~~(1)~~

~~In September 2019,~~(1)In November 2020, the Board of Directors authorized a common stock repurchase program of up to $50.0 million. See Note 9. Stockholders’ Equity for further information. The Company withholds shares of common stock from certain employees in connection with the vesting of restricted stock unit awards issued to such employees to satisfy applicable tax withholding requirements. Although these withheld shares are not issued or considered common stock repurchases under our stock repurchase program and therefore are not included ~~in the preceding table, they are treated as common stock repurchases in our financial statements as they reduce the number of shares that would have been issued upon vesting.~~

~~Use of proceeds from registered securities~~

~~On August 1, 2018, our registration statement on Form S-1 (No. 333-226076) was declared effective by the SEC for our IPO. There has been no material change~~ in the ~~planned use~~preceding table, they are treated as common stock repurchases in our financial statements as they reduce the number of ~~proceeds from our IPO from~~shares that ~~described in the final prospectus filed pursuant to Rule 424(b) under the Securities Act and other periodic reports previously filed with the SEC.~~would have been issued upon vesting.

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Item 6. Exhibit ~~index~~

Index

Exhibit

number

Exhibit title

Incorporated by reference

Filed or furnished

herewith

Form

File no.

Exhibit

Filing date

31.1

Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and Rule 15d-14(a) of the Exchange Act

31.2

Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and Rule 15d-14(a) of the Exchange Act

32.1*

Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*

Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101

The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended ~~March 28, 2020,~~April 3, 2021, formatted in Inline XBRL: (i) Condensed consolidated balance sheets, (ii) Condensed consolidated statements of operations and comprehensive income, (iv) Condensed consolidated statements of stockholders' equity, (v) Condensed consolidated statements of cash flows and (vi) Notes to condensed consolidated financial statements, tagged as blocks of text and including detailed tags

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.


				Sonos, Inc.

			~~Sonos, Inc.~~

Date: May ~~6, 2020~~12, 2021	By:		/s/ Patrick Spence
				Patrick Spence
				Chief Executive Officer and Director
				(Principal Executive Officer)
Date: May ~~6, 2020~~12, 2021		By:		/s/ Brittany Bagley
				Brittany Bagley
				Chief Financial Officer
				(Principal Financial Officer and Principal Accounting Officer)


			Page
PART I. FINANCIAL INFORMATION
Item 1.		Financial Statements (unaudited)
		Condensed consolidated balance sheets	43
		Condensed consolidated statements of operations and comprehensive income ~~(loss)~~ (loss)	54
		Condensed consolidated statements of stockholders' equity	65
		Condensed consolidated statements of cash flows	76
		Notes to condensed consolidated financial statements	87
Item 2.		Management’s discussion and analysis of financial condition and results of operations	2320
Item 3.		Quantitative and qualitative disclosures about market risk	3735
Item 4.		Controls and procedures	3836

PART II. OTHER INFORMATION
Item 1.		Legal proceedings	~~Legal proceedings~~37	39
Item 1A.		Risk factors	~~Risk factors~~37	39
Item 2.		Unregistered sales of equity securities and use of proceeds	53
Item 6.		Exhibit index	54
~~Item 6.~~SIGNATURES			~~Exhibit index~~	54
~~SIGNATURES~~	55



	September 28, 2019
(In thousands)	Level 1		Level 2		Level 3		Total
Assets:
Money market funds (cash equivalents)	$	267,806	$	—	$	—	$	267,806



(In thousands)
Balance as of September 28, 2019	$	1,005
Goodwill acquired	14,282
Purchase price adjustment	258
Balance as of March 28, 2020	$	15,545



	For the fiscal years ending
	2020		2021		2022		2023		2024 and Beyond		Total
(In thousands)
Deferred revenue expected to be recognized	$	7,503	$	13,727	$	11,881	$	9,953	$	17,279	$	60,343



Fiscal years ending	Operating leases
(In thousands)
Remainder of fiscal 2020	$	8,077
2021	15,225
2022	14,477
2023	14,863
2024	13,866
2025	9,172
Thereafter	1,775
Total lease payments	77,455
Less imputed interest	(9,339		)
Total lease liabilities	$	68,116



	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
					(In years)	(In thousands)
Outstanding at September 29, 2019	37,155,568		$	11.39	6.3	$	94,288
Granted	—
Exercised	(2,186,674	)
Forfeited	(892,262	)
Outstanding at March 28, 2020	34,076,632		$	11.67	5.9	$	34,439
At March 28, 2020
Options exercisable	26,650,301		$	10.94	5.4	$	34,439
Options vested and expected to vest	33,117,267		$	11.59	5.9	$	34,439



	Number of Units		Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
					(In thousands)
Unvested at September 29, 2019	6,716,786		$	11.40	$	90,744
Granted	1,572,617
Vested	(923,636	)
Forfeited	(382,429	)
Unvested at March 28, 2020	6,983,338		$	11.99	$	60,196
At March 28, 2020
Units expected to vest	5,648,433		$	12.00	$	48,689