crnc-8k_20200806.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 4, 2020

 

CERENCE INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

 

001-39030

 

83-4177087

(State or Other Jurisdiction

of Incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

 

 

 

 

15 Wayside Road

Burlington, Massachusetts

 

 

 

01803

(Address of Principal Executive Offices)

 

 

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (857) 362-7300

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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, $0.01 par value

 

CRNC

 

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 


 

Item 2.02 Results of Operations and Financial Condition.

On August 4, 2020, Cerence Inc. (the "Company") announced its financial results for the quarter ended June 30, 2020. The press release, including the financial information contained therein, is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

Also on August 4, 2020, the Company used a presentation on its call with investors, discussing its financial results for the quarter ended June 30, 2020, and such earnings release presentation is furnished herewith as Exhibit 99.2. The press release and earnings release presentation include certain non-GAAP financial measures. A description of the non-GAAP measures, the reasons for their use, and GAAP to non-GAAP reconciliations are included in the press release and earnings release presentation.

The information in this Item 2.02 and the exhibit attached hereto are being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

 

Description

99.1

 

Press Release announcing financial results dated August 4, 2020

99.2

 

Earnings Release Presentation dated August 4, 2020

 

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

Cerence Inc.

 

 

 

 

Date: August 4, 2020

 

By:

  /s/ Mark Gallenberger

 

 

 

  Name: Mark Gallenberger

 

 

 

  Title: Chief Financial Officer

 

 

crnc-ex991_6.htm

Exhibit 99.1

 

 

 

 

Press Release

August 4, 2020

 

 

Cerence Announces Third Quarter 2020 Results

Third Quarter Highlights

 

Bookings momentum continued with the second highest total in the company’s history, supported by strategic wins in all major geographic markets

 

Secular technology trends continue driving fiscal YTD revenue of $238.8M, up 8% year-over-year despite major impact of COVID-19 on global auto production

 

Strong financial performance generated $19.3M from cash flow from operations during the quarter

 

Generated adjusted EBITDA of $23.8M and adjusted EBITDA margin of 31.8%

 

Successfully refinanced total debt resulting in more than $10M annual cash interest expense savings

BURLINGTON, Mass., August 4, 2020Cerence Inc. (NASDAQ: CRNC), AI for a world in motion, today reported its third fiscal quarter 2020 results for the quarter ended June 30, 2020.

 

Results Summary (1)

(in millions, except per share data)

 

 

Three Months

 

 

Three Months

 

 

Nine Months

 

 

Nine Months

 

 

 

Ended

 

 

Ended

 

 

Ended

 

 

Ended

 

 

 

June 30, 2020

 

 

June 30, 2019

 

 

June 30, 2020

 

 

June 30, 2019

 

GAAP Revenue

 

$

74.8

 

 

$

77.6

 

 

$

238.8

 

 

$

220.4

 

GAAP Gross Margin%

 

 

63.1

%

 

 

69.5

%

 

 

65.5

%

 

 

67.2

%

Non-GAAP Gross Margin%

 

 

68.7

%

 

 

72.5

%

 

 

69.9

%

 

 

70.6

%

GAAP Operating Margin%

 

 

-6.3

%

 

 

4.2

%

 

 

2.2

%

 

 

2.8

%

Non-GAAP Operating Margin%

 

 

28.4

%

 

 

33.9

%

 

 

28.3

%

 

 

27.7

%

Adjusted EBITDA

 

$

23.8

 

 

$

28.1

 

 

$

74.6

 

 

$

66.9

 

Adjusted EBITDA margin

 

 

31.8

%

 

 

36.2

%

 

 

31.2

%

 

 

30.4

%

GAAP net (loss) income

 

$

(28.2

)

 

$

1.8

 

 

$

(27.4

)

 

$

4.5

 

Non-GAAP net income

 

$

12.1

 

 

$

18.9

 

 

$

38.6

 

 

$

43.7

 

GAAP net (loss) income per share - diluted

 

$

(0.77

)

 

$

0.05

 

 

$

(0.76

)

 

$

0.12

 

Non-GAAP net income per share - diluted

 

$

0.31

 

 

$

0.52

 

 

$

1.03

 

 

$

1.20

 

 

(1)

Please refer to the “Discussion of Non-GAAP Financial Measures” and “Reconciliations of GAAP Financial Measures to Non-GAAP Financial Measures” included elsewhere in this release for more information regarding our use of non-GAAP financial measures.

Sanjay Dhawan, Chief Executive Officer of Cerence, stated, “While the impact of COVID-19 has weighed on the global economy, our fiscal year to-date revenues are up 8% compared to the same period in the prior year. During a period of a dramatic drop-off in auto production our revenue declined less than 4% in the quarter versus a year ago. This was primarily due to the SaaS revenue contribution of our connected services and continued strength in our professional services business.”  

Dhawan added, “We recorded the second highest bookings quarter in the company’s history supported by several strategic wins in all major geographic markets. While the business environment in the near term remains challenging, we are maintaining the 2024 growth targets in large part due to the strong bookings we have seen this year and the initial positive reactions by customers to our new product initiatives. These new

 

 

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Press Release

August 4, 2020

 

products such as CarLife and Cerence Pay will play a key role in generating a new line of SaaS or transaction-based revenue as we move toward the 2024 target model.”

Dhawan continued, “A key accomplishment in the quarter was the refinancing of our debt. Refinancing will allow us to save over $10M per year in cash interest expense and will be accretive to our earnings. The adjustments we made to our business early in the quarter contributed over $6M in expense savings in the third quarter. While we will continue to prioritize the long-term growth of the company, we will continue to look for ways to minimize any short-term impact of COVID-19 on our operations.”

The following table represents a set of KPIs management believes is helpful to investors to gain further insight into Cerence’s business.

Key Performance Indicator1

 

Q3FY20

 

 

Q2FY20

 

 

Q1FY20

 

 

Q4FY19

 

 

Q3FY19

 

Percent of worldwide auto production with Cerence Technology (TTM)

 

 

54

%

 

 

55

%

 

 

53

%

 

 

54

%

 

 

53

%

Average contract duration (TTM):

 

6.2

 

 

5.7

 

 

4.9

 

 

5.1

 

 

5.2

 

Repeatable software contribution (TTM):

 

>80%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in number of Cerence connected cars shipped2 (TTM over prior year TTM)

 

 

-3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Growth in billings per car YTD vs. prior year (excludes legacy contract)

 

 

7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Please refer to the “Key Performance Indicators” included elsewhere in this release for more information regarding our use of key performance indicators.

 

(2)

Change in connected cars for the same period according to IHS data is approximately -6%.

Statement on Guidance

While the business environment remains challenging to predict, with a quarter’s experience of operating in the current conditions, management is providing guidance for fiscal Q4. For the fiscal quarter ending September 30, 2020, GAAP revenue is expected to be in the range of $76M to $80M.  Adjusted EBITDA is expected to be in the range of $23M to $26M.  The adjusted EBITDA guidance excludes acquisition-related costs, amortization of purchased intangible assets, stock-based compensation, and restructuring and other costs.  Additional details regarding guidance will be provided on the earnings call.

 

Third Quarter Conference Call

The company will host a live conference call and webcast with slides to discuss the results at 10:00 a.m. Eastern Time/7:00 a.m. Pacific Time today. Interested investors and analysts are invited to dial into the conference call by using 1.844.467.7116 (domestic) or +1.409.983.9838 (international) and entering the pass code 8370039. Webcast access will be available on the Investor Information section of the company’s website at https://investors.cerence.com/news-and-events/events-and-presentations.

 

The teleconference replay will be available through August 11, 2020. The replay dial-in number is 1.855.859.2056 (domestic) or +1.404.537.3406 (international) using pass code 8370039. A replay of the webcast can be accessed by visiting our web site 90 minutes following the conference call at https://investors.cerence.com/news-and-events/events-and-presentations.

 

 

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Press Release

August 4, 2020

 

Forward Looking Statements

Statements in this presentation regarding Cerence’s future performance, results and financial condition, expected growth and innovation and our management’s future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “intends” or “estimates” or similar expressions) should also be considered to be forward-looking statements. Although we believe forward-looking statements are based upon reasonable assumptions, such statements involve known and unknown risk, uncertainties and other factors, which may cause actual results or performance of the company to be materially different from any future results or performance expressed or implied by such forward-looking statements including but not limited to: impacts of the COVID-19 pandemic on our and our customer’s businesses; the highly competitive and rapidly changing market in which we operate; adverse conditions in the automotive industry or the global economy more generally; our ability to control and successfully manage our expenses and cash position; our strategy to increase cloud; escalating pricing pressures from our customers; our failure to win, renew or implement service contracts; the loss of business from any of our largest customers; effects of customer defaults; the inability to recruit and retain qualified personnel; cybersecurity and data privacy incidents; fluctuating currency rates; and the other factors in our Annual Report on our most recent Form 10-K, quarterly reports on Form 10-Q,  and other filings with the  Securities and Exchange Commission. We disclaim any obligation to update any forward-looking statements as a result of developments occurring after the date of this document.

 

Discussion of Non-GAAP Financial Measures

We believe that providing the non-GAAP information in addition to the GAAP presentation, allows investors to view the financial results in the way management views the operating results. We further believe that providing this information allows investors to not only better understand our financial performance, but more importantly, to evaluate the efficacy of the methodology and information used by management to evaluate and measure such performance. The non-GAAP information should not be considered superior to, or a substitute for, financial statements prepared in accordance with GAAP.

 

We utilize a number of different financial measures, both GAAP and non-GAAP, in analyzing and assessing the overall performance of the business, for making operating decisions and for forecasting and planning for future periods. While our management uses these non-GAAP financial measures as a tool to enhance their understanding of certain aspects of our financial performance, our management does not consider these measures to be a substitute for, or superior to, the information provided by GAAP financial statements.

 

 

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Press Release

August 4, 2020

 

Consistent with this approach, we believe that disclosing non-GAAP financial measures to the readers of our financial statements provides such readers with useful supplemental data that, while not a substitute for GAAP financial statements, allows for greater transparency in the review of our financial and operational performance. In assessing the overall health of the business during the three and nine months ended June 30, 2020 and 2019, our management has either included or excluded items in five general categories, each of which is described below.

Adjusted EBITDA

Adjusted EBITDA is defined as net income attributable to Cerence Inc. before net (income) loss attributable to income tax benefit (expense), other income (expense) items, net, depreciation and amortization expense, and other operating gains, and excluding acquisition-related costs, amortization of purchased intangible assets, stock-based compensation, and restructuring and other costs or impairment charges related to fixed and intangible assets and gains or losses on the sale of long-lived assets, if any. From time to time we may exclude from Adjusted EBITDA the impact of events, gains, losses or other charges (such as significant legal settlements) that affect the period-to-period comparability of our operating performance. Other income (expense) items, net include interest expense, investment income (loss), equity in net income (losses) of investees, and other income (expense), net (as stated in our Consolidated Statement of Income). Our management and Board of Directors use this financial measure to evaluate our operating performance. It is also a significant performance measure in our annual incentive compensation programs. 

Acquisition-related costs, net.
In recent years, we have completed a number of acquisitions, which result in operating expenses, which would not otherwise have been incurred. We provide supplementary non-GAAP financial measures, which exclude certain transition, integration and other acquisition-related expense items resulting from acquisitions, to allow more accurate comparisons of the financial results to historical operations, forward looking guidance and the financial results of less acquisitive peer companies. We consider these types of costs and adjustments, to a great extent, to be unpredictable and dependent on a significant number of factors that are outside of our control. Furthermore, we do not consider these acquisition-related costs and adjustments to be related to the organic continuing operations of the acquired businesses and are generally not relevant to assessing or estimating the long-term performance of the acquired assets. In addition, the size, complexity and/or volume of past acquisitions, which often drives the magnitude of acquisition related costs, may not be indicative of the size, complexity and/or volume of future acquisitions. By excluding acquisition-related costs and adjustments from our non-GAAP measures, management is better able to evaluate our ability to utilize our existing assets and estimate the long-term value that acquired assets will generate for us. We believe that providing a supplemental non-GAAP measure, which excludes these items allows management and investors to consider the ongoing operations of the business both with, and without, such expenses.

These acquisition-related costs fall into the following categories: (i) transition and integration costs; (ii) professional service fees and expenses; and (iii) acquisition-related adjustments. Although these expenses are not recurring with respect to past acquisitions, we generally will incur these expenses in connection with any future acquisitions. These categories are further discussed as follows:

 

 

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August 4, 2020

 

 

(i)

Transition and integration costs. Transition and integration costs include retention payments, transitional employee costs, and earn-out payments treated as compensation expense, as well as the costs of integration-related activities, including services provided by third-parties.

 

(ii)

Professional service fees and expenses. Professional service fees and expenses include financial advisory, legal, accounting and other outside services incurred in connection with acquisition activities, and disputes and regulatory matters related to acquired entities.

 

(iii)

Acquisition-related adjustments. Acquisition-related adjustments include adjustments to acquisition-related items that are required to be marked to fair value each reporting period, such as contingent consideration, and other items related to acquisitions for which the measurement period has ended, such as gains or losses on settlements of pre-acquisition contingencies.

Amortization of acquired intangible assets.

We exclude the amortization of acquired intangible assets from non-GAAP expense and income measures. These amounts are inconsistent in amount and frequency and are significantly impacted by the timing and size of acquisitions. Providing a supplemental measure which excludes these charges allows management and investors to evaluate results “as-if” the acquired intangible assets had been developed internally rather than acquired and, therefore, provides a supplemental measure of performance in which our acquired intellectual property is treated in a comparable manner to our internally developed intellectual property. Although we exclude amortization of acquired intangible assets from our non-GAAP expenses, we believe that it is important for investors to understand that such intangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Future acquisitions may result in the amortization of additional intangible assets.

 

Other expenses.

We exclude certain other expenses that result from unplanned events outside the ordinary course of continuing operations, in order to measure operating performance and current and future liquidity both with and without these expenses. By providing this information, we believe management and the users of the financial statements are better able to understand the financial results of what we consider to be our organic, continuing operations. Included in these expenses are items such as restructuring charges, asset impairments and other charges (credits), net. Other items such as consulting and professional services fees related to separation costs directly attributable to the Cerence business becoming a standalone public company.

 

 

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August 4, 2020

 

 

Backlog.

Revenue backlog consists of the following categories: (i) fixed backlog, (ii) variable backlog, and (iii) adjusted backlog. These categories are further discussed as follows:

 

(i)

Fixed backlog. Future revenue related to remaining performance obligations and contractual commitments which have not been invoiced.

 

(ii)

Variable backlog. Estimated future revenue from variable forecasted royalties related to our embedded and connected businesses. Our estimation of forecasted royalties is based on our royalty rates for embedded and connected technologies from expected car shipments under our existing contracts over the term of the programs. Anticipated shipments are based on historical shipping experience and current customer projections that management believes are reasonable. Both our embedded and connected technologies are priced and sold on a per-vehicle or device basis, where we receive a single fee for either or both the embedded license and the connected service term.

 

(iii)

Adjusted backlog. The total of fixed backlog and variable backlog.

Our fixed and variable backlog may not be indicative of our actual future revenue. The revenue we actually recognize is subject to several factors, including the number and timing of vehicles our customers ship, potential terminations or changes in scope of customer contracts and currency fluctuations.

Key performance indicators

We believe that providing key performance indicators (“KPIs”), allows investors to gain insight into the way management views the performance of the business. We further believe that providing KPIs allows investors to better understand information used by management to evaluate and measure such performance. KPIs should not be considered superior to, or a substitute for, operating results prepared in accordance with GAAP. In assessing the performance of the business during the three and nine months ended June 30, 2020 and 2019, our management has reviewed the following KPIs, each of which is described below:

 

 

Percent of worldwide auto production with Cerence Technology: The number of Cerence enabled cars shipped as compared to IHS Market car sales data.

 

Average contract duration: The weighted average period over which we expect to recognize the estimated revenues from new license and connected contracts signed during the quarter, calculated on a trailing twelve months (“TTM”) basis.

 

Repeatable software contribution: The percentage of repeatable revenues as compared to total GAAP revenue in the quarter. Repeatable revenues are defined as the sum of License and Connected Services revenues.

 

Change in number of Cerence connected cars shipped: The year over year change in the number of cars shipped with Cerence connected solutions. Amounts calculated on a TTM basis.

 

Growth in billings per car YTD vs. prior year: The rate of growth calculated from the average billings per car on a year to date basis as compared to the prior fiscal year excluding legacy contract.

 

 

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Press Release

August 4, 2020

 

See the tables at the end of this press release for non-GAAP reconciliations to the most directly comparable GAAP measures.

About Cerence Inc.

Cerence (NASDAQ: CRNC) is the global industry leader in creating unique, moving experiences for the automotive world. As an innovation partner to the world’s leading automakers, it is helping transform how a car feels, responds and learns. Its track record is built on more than 20 years of knowledge and more than 325 million cars on the road today. Whether it’s connected cars, autonomous driving or e-vehicles, Cerence is mapping the road ahead. For more information, visit www.cerence.com.

 

Contact Information

Rich Yerganian

Cerence Inc.

Tel: 617-987-4799

Email: richard.yerganian@cerence.com

 

 

 

 

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Press Release

August 4, 2020

 

CERENCE INC.

Consolidated and Combined Statements of Operations

(unaudited - in thousands, except per share data)

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

License

 

$

32,454

 

 

$

43,961

 

 

$

117,843

 

 

$

127,287

 

Connected services

 

 

24,996

 

 

 

19,717

 

 

 

71,148

 

 

 

55,830

 

Professional services

 

 

17,360

 

 

 

13,891

 

 

 

49,773

 

 

 

37,240

 

Total revenues

 

 

74,810

 

 

 

77,569

 

 

 

238,764

 

 

 

220,357

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

License

 

 

820

 

 

 

521

 

 

 

2,344

 

 

 

1,428

 

Connected services

 

 

7,191

 

 

 

8,232

 

 

 

24,742

 

 

 

28,591

 

Professional services

 

 

17,529

 

 

 

12,943

 

 

 

48,773

 

 

 

36,132

 

Amortization of intangible assets

 

 

2,063

 

 

 

1,979

 

 

 

6,408

 

 

 

6,175

 

Total cost of revenues

 

 

27,603

 

 

 

23,675

 

 

 

82,267

 

 

 

72,326

 

Gross profit

 

 

47,207

 

 

 

53,894

 

 

 

156,497

 

 

 

148,031

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

22,041

 

 

 

22,975

 

 

 

66,898

 

 

 

69,344

 

Sales and marketing

 

 

9,180

 

 

 

8,232

 

 

 

24,829

 

 

 

27,476

 

General and administrative

 

 

14,261

 

 

 

6,237

 

 

 

36,456

 

 

 

17,647

 

Amortization of intangible assets

 

 

3,120

 

 

 

3,132

 

 

 

9,376

 

 

 

9,396

 

Restructuring and other costs, net

 

 

3,301

 

 

 

9,691

 

 

 

13,725

 

 

 

17,147

 

Acquisition-related costs

 

 

 

 

 

366

 

 

 

 

 

 

783

 

Total operating expenses

 

 

51,903

 

 

 

50,633

 

 

 

151,284

 

 

 

141,793

 

(Loss) income from operations

 

 

(4,696

)

 

 

3,261

 

 

 

5,213

 

 

 

6,238

 

Interest income

 

 

38

 

 

 

 

 

 

563

 

 

 

 

Interest expense

 

 

(5,546

)

 

 

 

 

 

(19,043

)

 

 

 

Other income (expense), net

 

 

(20,446

)

 

 

(150

)

 

 

(20,366

)

 

 

100

 

(Loss) income before income taxes

 

 

(30,650

)

 

 

3,111

 

 

 

(33,633

)

 

 

6,338

 

(Benefit from) provision for income taxes

 

 

(2,469

)

 

 

1,341

 

 

 

(6,185

)

 

 

1,859

 

Net (loss) income

 

$

(28,181

)

 

$

1,770

 

 

$

(27,448

)

 

$

4,479

 

Net (loss) income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.77

)

 

$

0.05

 

 

$

(0.76

)

 

$

0.12

 

Diluted

 

$

(0.77

)

 

$

0.05

 

 

$

(0.76

)

 

$

0.12

 

Weighted-average common share outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

36,509

 

 

 

36,391

 

 

 

36,315

 

 

 

36,391

 

Diluted

 

 

36,509

 

 

 

36,391

 

 

 

36,315

 

 

 

36,391

 

 

 

 

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Press Release

August 4, 2020

 

CERENCE INC.

Consolidated and Combined Balance Sheets

(unaudited - in thousands, except per share data)

 

 

June 30,

 

 

September 30,

 

 

 

2020

 

 

2019

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

132,844

 

 

$

-

 

Accounts receivable, net of allowances of $1,406 and $865 at June 30, 2020 and September 30, 2019, respectively

 

 

62,566

 

 

 

65,787

 

Deferred costs

 

 

6,679

 

 

 

9,195

 

Prepaid expenses and other current assets

 

 

34,389

 

 

 

17,343

 

Total current assets

 

 

236,478

 

 

 

92,325

 

Property and equipment, net

 

 

28,366

 

 

 

20,113

 

Deferred costs

 

 

36,913

 

 

 

32,428

 

Operating lease right of use assets

 

 

19,547

 

 

 

-

 

Goodwill

 

 

1,121,616

 

 

 

1,119,329

 

Intangible assets, net

 

 

50,152

 

 

 

65,561

 

Deferred tax assets

 

 

160,140

 

 

 

150,629

 

Other assets

 

 

15,863

 

 

 

3,444

 

Total assets

 

$

1,669,075

 

 

$

1,483,829

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

11,637

 

 

$

16,687

 

Deferred revenue

 

 

116,894

 

 

 

88,233

 

Short-term operating lease liabilities

 

 

5,727

 

 

 

-

 

Short-term debt

 

 

6,250

 

 

 

-

 

Accrued expenses and other current liabilities

 

 

54,672

 

 

 

24,194

 

Total current liabilities

 

 

195,180

 

 

 

129,114

 

Long-term debt

 

 

267,172

 

 

 

-

 

Deferred revenue, net of current portion

 

 

219,197

 

 

 

265,051

 

Long-term operating lease liabilities

 

 

16,305

 

 

 

-

 

Other liabilities

 

 

32,528

 

 

 

21,536

 

Total liabilities

 

 

730,382

 

 

 

415,701

 

Stockholders' Equity:

 

 

 

 

 

 

 

 

Common stock, $0.01 par value, 600,000 shares authorized as of June 30, 2020; 36,520 shares issued and outstanding as of June 30, 2020

 

 

366

 

 

 

-

 

Net parent investment

 

 

-

 

 

 

1,097,127

 

Accumulated other comprehensive loss

 

 

(8,237

)

 

 

(28,999

)

Additional paid-in capital

 

 

974,012

 

 

 

-

 

Accumulated deficit

 

 

(27,448

)

 

 

-

 

Total stockholders' equity

 

 

938,693

 

 

 

1,068,128

 

Total liabilities and stockholders' equity

 

$

1,669,075

 

 

$

1,483,829

 

 

 

 

Cerence. All rights reserved

 


 

 

 

 

 

Press Release

August 4, 2020

 

CERENCE INC.

Consolidated and Combined Statements of Cash Flows

(unaudited - in thousands)

 

 

Nine Months Ended

 

 

 

June 30,

 

 

 

2020

 

 

2019

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(27,448

)

 

$

4,479

 

Adjustments to reconcile net (loss) income to net cash provided by

   operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

22,704

 

 

 

21,522

 

Provision for doubtful accounts

 

 

525

 

 

 

-

 

Stock-based compensation expense

 

 

32,954

 

 

 

21,195

 

Non-cash interest expense

 

 

4,025

 

 

 

-

 

Loss on debt extinguishment

 

 

19,279

 

 

 

-

 

Deferred tax benefit

 

 

(12,572

)

 

 

(469

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

3,853

 

 

 

(7,368

)

Prepaid expenses and other assets

 

 

(21,328

)

 

 

(5,513

)

Deferred costs

 

 

(749

)

 

 

1,876

 

Accounts payable

 

 

(170

)

 

 

6,674

 

Accrued expenses and other liabilities

 

 

19,283

 

 

 

4,441

 

Deferred revenue

 

 

(21,779

)

 

 

21,822

 

Net cash provided by operating activities

 

 

18,577

 

 

 

68,659

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(16,075

)

 

 

(2,868

)

Net cash used in investing activities

 

 

(16,075

)

 

 

(2,868

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Net transactions with Parent

 

 

12,964

 

 

 

(65,791

)

Distributions to Parent

 

 

(152,978

)

 

 

-

 

Proceeds from long-term debt, net of discount

 

 

547,719

 

 

 

-

 

Payments for long-term debt issuance costs

 

 

(5,765

)

 

 

-

 

Principal payments of long-term debt

 

 

(270,000

)

 

 

-

 

Common stock repurchases for tax withholdings for net settlement of equity awards

 

 

(1,613

)

 

 

-

 

Principal payments of lease liabilities arising from a finance lease

 

 

(96

)

 

 

-

 

Net cash provided by (used in) financing activities

 

 

130,231

 

 

 

(65,791

)

Effects of exchange rate changes on cash and cash equivalents

 

 

111

 

 

 

-

 

Net change in cash and cash equivalents

 

 

132,844

 

 

 

-

 

Cash and cash equivalents at the beginning of the period

 

 

-

 

 

 

-

 

Cash and cash equivalents at the end of the period

 

$

132,844

 

 

$

-

 

 

 

 

 

 

 

 

 

 

Cerence. All rights reserved

 


 

 

 

 

 

Press Release

August 4, 2020

 

CERENCE INC.

Reconciliations of GAAP Financial Measures to Non-GAAP Financial Measures

(unaudited - in thousands)

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

GAAP revenue

 

$

74,810

 

 

$

77,569

 

 

$

238,764

 

 

$

220,357

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP gross profit

 

$

47,207

 

 

$

53,894

 

 

$

156,497

 

 

$

148,031

 

Stock-based compensation

 

 

2,141

 

 

 

327

 

 

 

3,985

 

 

 

1,460

 

Amortization of intangible assets

 

 

2,063

 

 

 

1,979

 

 

 

6,408

 

 

 

6,175

 

Non-GAAP gross profit

 

$

51,411

 

 

$

56,200

 

 

$

166,890

 

 

$

155,666

 

GAAP gross margin

 

 

63.1

%

 

 

69.5

%

 

 

65.5

%

 

 

67.2

%

Non-GAAP gross margin

 

 

68.7

%

 

 

72.5

%

 

 

69.9

%

 

 

70.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP operating (loss) income

 

$

(4,696

)

 

$

3,261

 

 

$

5,213

 

 

$

6,238

 

Amortization of intangible assets

 

 

5,183

 

 

 

5,111

 

 

 

15,784

 

 

 

15,571

 

Stock-based compensation

 

 

17,425

 

 

 

7,828

 

 

 

32,954

 

 

 

21,195

 

Restructuring and other costs, net

 

 

3,301

 

 

 

9,691

 

 

 

13,725

 

 

 

17,147

 

Acquisition-related costs

 

 

-

 

 

 

366

 

 

 

-

 

 

 

783

 

Non-GAAP operating income

 

$

21,213

 

 

$

26,258

 

 

$

67,676

 

 

$

60,935

 

GAAP operating margin

 

 

-6.3

%

 

 

4.2

%

 

 

2.2

%

 

 

2.8

%

Non-GAAP operating margin

 

 

28.4

%

 

 

33.9

%

 

 

28.3

%

 

 

27.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP net (loss) income

 

$

(28,181

)

 

$

1,770

 

 

$

(27,448

)

 

$

4,479

 

Total other income (expense), net

 

 

(25,954

)

 

 

(150

)

 

 

(38,846

)

 

 

100

 

(Benefit from) provision for income taxes

 

 

(2,469

)

 

 

1,341

 

 

 

(6,185

)

 

 

1,859

 

Depreciation

 

 

2,540

 

 

 

1,837

 

 

 

6,905

 

 

 

5,950

 

Amortization of intangible assets

 

 

5,183

 

 

 

5,111

 

 

 

15,784

 

 

 

15,571

 

Stock-based compensation

 

 

17,425

 

 

 

7,828

 

 

 

32,954

 

 

 

21,195

 

Restructuring and other costs, net

 

 

3,301

 

 

 

9,691

 

 

 

13,725

 

 

 

17,147

 

Acquisition-related costs

 

 

-

 

 

 

366

 

 

 

-

 

 

 

783

 

Adjusted EBITDA

 

$

23,753

 

 

$

28,095

 

 

$

74,581

 

 

$

66,885

 

GAAP net income margin

 

 

-37.7

%

 

 

2.3

%

 

 

-11.5

%

 

 

2.0

%

Adjusted EBITDA margin

 

 

31.8

%

 

 

36.2

%

 

 

31.2

%

 

 

30.4

%

 

 

 

Cerence. All rights reserved

 


 

 

 

 

 

Press Release

August 4, 2020

 

CERENCE INC.

Reconciliations of GAAP Financial Measures to Non-GAAP Financial Measures (cont.)

(unaudited - in thousands, except per share data)

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

GAAP net (loss) income

 

$

(28,181

)

 

$

1,770

 

 

$

(27,448

)

 

$

4,479

 

Amortization of intangible assets

 

 

5,183

 

 

 

5,111

 

 

 

15,784

 

 

 

15,571

 

Stock-based compensation

 

 

17,425

 

 

 

7,828

 

 

 

32,954

 

 

 

21,195

 

Restructuring and other costs, net

 

 

3,301

 

 

 

9,691

 

 

 

13,725

 

 

 

17,147

 

Acquisition-related costs

 

 

-

 

 

 

366

 

 

 

-

 

 

 

783

 

Non-cash interest expense

 

 

1,379

 

 

 

-

 

 

 

4,025

 

 

 

-

 

Loss on debt extinguishment

 

 

19,279

 

 

 

-

 

 

 

19,279

 

 

 

-

 

Income tax impact of Non-GAAP adjustments

 

 

(6,252

)

 

 

(5,839

)

 

 

(19,701

)

 

 

(15,451

)

Non-GAAP net income

 

$

12,134

 

 

$

18,928

 

 

$

38,618

 

 

$

43,725

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding - basic

 

 

36,509

 

 

 

36,391

 

 

 

36,315

 

 

 

36,391

 

Weighted-average common shares outstanding - diluted

 

 

39,556

 

 

 

36,391

 

 

 

37,649