crnc-8k_20220207.htm
false 0001768267 0001768267 2022-02-07 2022-02-07

 

 

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): February 7, 2022

 

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.)

 

 

 

 

 

1 Burlington Woods Drive,

Suite 301A

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 February 7, 2022, Cerence Inc. (the "Company") announced its financial results for the quarter ended December 31, 2021. The press release, including the financial information contained therein, is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

Also on February 7, 2022, the Company used a presentation on its call with investors, discussing its financial results for the quarter ended December 31, 2021, 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 February 7, 2022

99.2

 

Earnings Release Presentation dated February 7, 2022

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 


 

 

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: February 7, 2022

 

By:

  /s/ Mark Gallenberger

 

 

 

  Name: Mark Gallenberger

 

 

 

  Title: Chief Financial Officer

 

 

crnc-ex991_6.htm

Exhibit 99.1

 

 

 

 

Press Release

February 7, 2022

 

Cerence Announces First Quarter Fiscal Year 2022 Results

Headlines

 

Delivered second largest bookings quarter in the Company’s history

 

Exceeded most profitability metrics for the quarter

 

Secured initial revenue contribution from fitness products, a new mobility market

 

Won another China-based two-wheeler customer

 

Company lowers FY2022 guidance

BURLINGTON, Mass., February 7, 2022Cerence Inc. (NASDAQ: CRNC), AI for a world in motion, today reported its first quarter fiscal year 2022 results for the quarter ended December 31, 2021.

 

Results Summary (1)

(in millions, except per share data)

 

 

Three Months Ended

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

GAAP Revenue

 

$

94.4

 

 

$

93.6

 

GAAP Gross Margin

 

 

74.3

%

 

 

71.3

%

Non-GAAP Gross Margin

 

 

77.5

%

 

 

75.0

%

GAAP Operating Margin

 

 

24.3

%

 

 

18.7

%

Non-GAAP Operating Margin

 

 

36.8

%

 

 

38.9

%

GAAP Net Income

 

$

19.0

 

 

$

20.9

 

Non-GAAP Net Income

 

$

25.3

 

 

$

23.6

 

Adjusted EBITDA

 

$

36.9

 

 

$

39.0

 

Adjusted EBITDA Margin

 

 

39.1

%

 

 

41.6

%

GAAP Net Income per Share - diluted

 

$

0.47

 

 

$

0.53

 

Non-GAAP Net Income per Share - diluted

 

$

0.59

 

 

$

0.57

 

 

(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.

Stefan Ortmanns, Chief Executive Officer at Cerence commented, “We had a strong start to the fiscal year. Our results underscore the strength of our business and reinforces Cerence as the global leader in unique, moving experiences for the mobility world. We’ve delivered important innovations and leading AI mobility solutions to customers in key markets, and our employees have demonstrated great commitment to supporting our customers and each other.”

Ortmanns continued, “We remain focused on the markets, customers, and products that will deliver long-term sustainable growth and that everything we do reinforces our vision of leadership in AI for mobility. We are intensely focused on bold innovation and executing at speed for our customers.”

 

 

Cerence. All rights reserved

 


 

 

 

 

 

Press Release

February 7, 2022

 

Cerence Key Performance Indicators

To help investors gain further insight into the Cerence business and its performance, management provides a set of key performance indicators that includes:

Key Performance Indicator1

 

Q1FY22

 

Percent of worldwide auto production with Cerence Technology (TTM)

 

 

52

%

Average contract duration - years (TTM):

 

 

7.9

 

Repeatable software contribution (TTM):

 

 

81

%

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

 

 

11

%

Growth in billings per car (TTM over prior year TTM) (excludes legacy contract3)

 

 

0

%

 

(1)

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

 

(2)

Based on IHS Markit data, global auto production increased 2% over the same time period ended December 31, 2021.

 

(3)

Legacy contract is a connected services contract with Toyota acquired by Nuance through a 2013 acquisition.

Second Quarter and Full Year Fiscal 2022 Outlook

With recent changes in leadership, year-to-date performance, and further analysis of the business and market conditions, the company is providing guidance for Q2 2022 and updated guidance for the full fiscal year.

 

Key factors include:

 

The rapidly evolving conditions within the automotive industry affecting vehicle production and delivery, including but not limited to ongoing supply chain challenges driven by the semiconductor shortage, and the still unknown and ongoing impact of Covid-19 variants such as Omicron affecting the delivery of new vehicles, factory shutdowns and labor shortages.

 

Analysis of each business unit’s plans, forecasts and assumptions that suggest the conversion from bookings to revenue will take longer than expected for new products. These new products remain attractive revenue streams and are expected to contribute to future growth, but will take longer than originally expected to recognize revenue.  

 

Prior guidance assumed a number of one-time technology license opportunities in fiscal 2022. Although attractive opportunities remain, these may not all be realized during our fiscal year as previously expected.

For the fiscal quarter ending March 31, 2022, revenue is expected to be in the range of $82 million to $86 million.  Adjusted EBITDA is expected to be in the range of approximately $22 million to $26 million.  The adjusted EBITDA guidance excludes acquisition-related costs, amortization of acquired intangible assets, stock-based compensation, and restructuring and other costs.

 

The full-year guidance is for revenue to be in the range of $365 million to $385 million representing a 9% decrease at the midpoint compared to the initial FY22 guidance provided on November 22, 2021, and a 3% decrease at the mid-point compared to last year’s actual revenue of $387 million. Adjusted EBITDA for the full year is expected to be in the range of approximately $119 million to $139 million. The adjusted EBITDA

 

 

Cerence. All rights reserved

 


 

 

 

 

 

Press Release

February 7, 2022

 

guidance excludes acquisition-related costs, amortization of acquired intangible assets, stock-based compensation, and restructuring and other costs.

 

Additional details regarding guidance will be provided on the earnings call.

 

First Quarter Conference Call

The company will host a live conference call and webcast with slides to discuss the results today at 8:30 a.m. Eastern Time/5:30 a.m. Pacific Time. Interested investors and analysts are invited to dial into the conference call by using 844.467.7116 (domestic) or +1.409.983.9838 (international) and entering the pass code 8094176. Webcast access will be available on the Investor Information section of the company’s website at https://www.cerence.com/investors/events-and-resources.

 

The teleconference replay will be available through February 14, 2022. The replay dial-in number is 1.855.859.2056 (domestic) or +1.404.537.3406 (international) using pass code 8094176. A replay of the webcast can be accessed by visiting our web site 90 minutes following the conference call at https://www.cerence.com/investors/events-and-resources.

Forward Looking Statements

Statements in this presentation regarding Cerence’s future performance, results and financial condition, expected growth, business and market trends, 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, the related supply chain, or the global economy more generally; our ability to control and successfully manage our expenses and cash position; our strategy to increase cloud offerings; 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; our inability to successfully introduce new products, applications and services; the inability to recruit and retain qualified personnel; cybersecurity and data privacy incidents; fluctuating currency rates; and the other factors discussed in our most recent Annual Report on 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

 

 

Cerence. All rights reserved

 


 

 

 

 

 

Press Release

February 7, 2022

 

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.

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 months ended December 31, 2021 and 2020, our management has either included or excluded the following items in 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 excluding acquisition-related costs, amortization of acquired intangible assets, stock-based compensation, and restructuring and other costs, net 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, interest income, and other income (expense), net (as stated in our Condensed Consolidated Statement of Operations). 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. 

Restructuring and other costs, net.

Restructuring and other charges, net include restructuring expenses as well as other charges that are unusual in nature, are the result of unplanned events, and arise outside the ordinary course of our business such as employee severance costs, costs for consolidating duplication facilities, and separation costs directly attributable to the Cerence business becoming a standalone public company.

 

Acquisition-related costs, net.
In the past, 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

 

 

Cerence. All rights reserved

 


 

 

 

 

 

Press Release

February 7, 2022

 

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:

 

(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.

 

Non-cash expenses.

We provide non-GAAP information relative to the following non-cash expenses: (i) stock-based compensation; and (ii) non-cash interest. These items are further discussed as follows:

 

 

 

Cerence. All rights reserved

 


 

 

 

 

 

Press Release

February 7, 2022

 

 

 

(i)

Stock-based compensation. Because of varying valuation methodologies, subjective assumptions and the variety of award types, we exclude stock-based compensation from our operating results. We evaluate performance both with and without these measures because compensation expense related to stock-based compensation is typically non-cash and awards granted are influenced by the Company’s stock price and other factors such as volatility that are beyond our control. The expense related to stock-based awards is generally not controllable in the short-term and can vary significantly based on the timing, size and nature of awards granted. As such, we do not include such charges in operating plans. Stock-based compensation will continue in future periods.

 

ii)

Non-cash interest. We exclude non-cash interest because we believe that excluding this expense provides management, as well as other users of the financial statements, with a valuable perspective on the cash-based performance and health of the business, including the current near-term projected liquidity. Non-cash interest expense will continue in future periods.

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 other charges (credits), net, losses from extinguishment of debt, and changes in indemnification assets corresponding with the release of pre-spin liabilities for uncertain tax positions.

 

Bookings.

Bookings is defined as the amount of revenue we expect to earn from an agreement with our customers for products and services. To count as a booking, we expect there to be persuasive evidence of an arrangement, which may be evidenced by a legally binding document or documents, and that the collectability of the amounts payable under the arrangement are reasonably assured. The revenue we may actually recognize from our estimated bookings is subject to multiple factors, including but not limited to the timing of satisfying performance obligations, potential terminations, or changes in the scope of programs utilizing our technology and currency fluctuations. There is no comparable GAAP financial measure.

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 months ended December 31, 2021, 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 Markit car production data.

 

 

Cerence. All rights reserved

 


 

 

 

 

 

Press Release

February 7, 2022

 

 

Average contract duration: The weighted average annual 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 and presented in years.

 

Repeatable software contribution: The percentage of repeatable revenues as compared to total GAAP revenue in the quarter on a TTM basis. 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: The rate of growth calculated from the average billings per car based on a TTM basis, excluding legacy contract and adjusted for prepay usage.

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

To learn more about Cerence, visit www.cerence.com, and follow the company on LinkedIn and Twitter.

About Cerence Inc.

Cerence (NASDAQ: CRNC) is the global industry leader in creating unique, moving experiences for the mobility world. As an innovation partner to the world’s leading automakers and mobility OEMs, it is helping advance the future of connected mobility through intuitive, powerful interaction between humans and their cars, two-wheelers, and even elevators, connecting consumers’ digital lives to their daily journeys no matter where they are. Cerence’s track record is built on more than 20 years of knowledge and more than 400 million cars shipped with Cerence technology. Whether it’s connected cars, autonomous driving, e-vehicles, or buildings, 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

 

 

 

 

Cerence. All rights reserved

 


 

 

 

 

 

Press Release

February 7, 2022

 

 

CERENCE INC.

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

 

 

 

Three Months Ended

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

Revenues:

 

 

 

 

 

 

 

 

License

 

$

46,850

 

 

$

46,414

 

Connected services

 

 

28,159

 

 

 

25,930

 

Professional services

 

 

19,417

 

 

 

21,299

 

Total revenues

 

 

94,426

 

 

 

93,643

 

Cost of revenues:

 

 

 

 

 

 

 

 

License

 

 

721

 

 

 

674

 

Connected services

 

 

5,724

 

 

 

7,013

 

Professional services

 

 

15,903

 

 

 

17,322

 

Amortization of intangible assets

 

 

1,879

 

 

 

1,879

 

Total cost of revenues

 

 

24,227

 

 

 

26,888

 

Gross profit

 

 

70,199

 

 

 

66,755

 

Operating expenses:

 

 

 

 

 

 

 

 

Research and development

 

 

25,792

 

 

 

24,131

 

Sales and marketing

 

 

5,879

 

 

 

9,008

 

General and administrative

 

 

7,527

 

 

 

12,434

 

Amortization of intangible assets

 

 

3,154

 

 

 

3,158

 

Restructuring and other costs, net

 

 

4,915

 

 

 

480

 

Total operating expenses

 

 

47,267

 

 

 

49,211

 

Income from operations

 

 

22,932

 

 

 

17,544

 

Interest income

 

 

90

 

 

 

18

 

Interest expense

 

 

(3,427

)

 

 

(3,799

)

Other income (expense), net

 

 

(252

)

 

 

(2,237

)

Income before income taxes

 

 

19,343

 

 

 

11,526

 

Provision for (benefit from) income taxes

 

 

299

 

 

 

(9,415

)

Net income

 

$

19,044

 

 

$

20,941

 

Net income per share:

 

 

 

 

 

 

 

 

Basic

 

$

0.49

 

 

$

0.56

 

Diluted

 

$

0.47

 

 

$

0.53

 

Weighted-average common share outstanding:

 

 

 

 

 

 

 

 

Basic

 

 

38,839

 

 

 

37,180

 

Diluted

 

 

44,370

 

 

 

43,363

 

 

 

 

 

 

 

Cerence. All rights reserved

 


 

 

 

 

 

Press Release

February 7, 2022

 

 

CERENCE INC.

Condensed Consolidated Balance Sheets

(in thousands, except per share amounts)

 

 

December 31,

 

 

September 30,

 

 

 

2021

 

 

2021

 

 

 

(Unaudited)

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

117,236

 

 

 

128,428

 

Marketable securities

 

 

27,905

 

 

 

30,435

 

Accounts receivable, net of allowances of $181 and $395

 

 

37,765

 

 

 

45,560

 

Deferred costs

 

 

5,894

 

 

 

6,095

 

Prepaid expenses and other current assets

 

 

92,352

 

 

 

76,530

 

Total current assets

 

 

281,152

 

 

 

287,048

 

Long-term marketable securities

 

 

7,720

 

 

 

7,339

 

Property and equipment, net

 

 

34,437

 

 

 

31,505

 

Deferred costs

 

 

29,882

 

 

 

31,702

 

Operating lease right of use assets

 

 

16,525

 

 

 

14,901

 

Goodwill

 

 

1,125,648

 

 

 

1,128,511

 

Intangible assets, net

 

 

20,138

 

 

 

25,348

 

Deferred tax assets

 

 

157,833

 

 

 

159,293

 

Other assets

 

 

19,090

 

 

 

20,081

 

Total assets

 

$

1,692,425

 

 

$

1,705,728

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

8,322

 

 

$

11,636

 

Deferred revenue

 

 

71,215

 

 

 

78,394

 

Short-term operating lease liabilities

 

 

5,386

 

 

 

4,562

 

Short-term debt

 

 

6,250

 

 

 

6,250

 

Accrued expenses and other current liabilities

 

 

50,309

 

 

 

64,467

 

Total current liabilities

 

 

141,482

 

 

 

165,309

 

Long-term debt

 

 

264,831

 

 

 

265,093

 

Deferred revenue, net of current portion

 

 

193,443

 

 

 

198,343

 

Long-term operating lease liabilities

 

 

12,998

 

 

 

12,216

 

Other liabilities

 

 

30,170

 

 

 

32,822

 

Total liabilities

 

 

642,924

 

 

 

673,783

 

Stockholders' Equity:

 

 

 

 

 

 

 

 

Common stock, $0.01 par value, 560,000 shares authorized; 39,162 and 38,025 shares issued and outstanding, respectively

 

 

392

 

 

 

381

 

Accumulated other comprehensive (loss) income

 

 

(3,717

)

 

 

1,634

 

Additional paid-in capital

 

 

1,006,205

 

 

 

1,002,353

 

Retained earnings

 

 

46,621

 

 

 

27,577

 

Total stockholders' equity

 

 

1,049,501

 

 

 

1,031,945

 

Total liabilities and stockholders' equity

 

$

1,692,425

 

 

$

1,705,728

 

 

 

 

 

Cerence. All rights reserved

 


 

 

 

 

 

Press Release

February 7, 2022

 

 

CERENCE INC.

Condensed Consolidated Statements of Cash Flows

(in thousands)

 

 

Three Months Ended

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net income

 

$

19,044

 

 

$

20,941

 

Adjustments to reconcile net income to net cash provided by

   operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

7,210

 

 

 

7,624

 

Benefit from credit loss reserve

 

 

(418

)

 

 

(410

)

Stock-based compensation expense

 

 

5,841

 

 

 

13,325

 

Non-cash interest expense

 

 

1,301

 

 

 

1,230

 

Deferred tax benefit

 

 

(1,455

)

 

 

(16,137

)

Other

 

 

551

 

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

7,555

 

 

 

(7,155

)

Prepaid expenses and other assets

 

 

(19,707

)

 

 

1,025

 

Deferred costs

 

 

1,509

 

 

 

2,051

 

Accounts payable

 

 

(3,153

)

 

 

(3,655

)

Accrued expenses and other liabilities

 

 

(2,797

)

 

 

(1,527

)

Deferred revenue

 

 

(10,336

)

 

 

(6,503

)

Net cash provided by operating activities

 

 

5,145

 

 

 

10,809

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(4,410

)

 

 

(2,369

)

Purchases of marketable securities

 

 

(3,593

)

 

 

(6,358

)

Sale and maturities of marketable securities

 

 

5,706

 

 

 

-

 

Other investing activities

 

 

559

 

 

 

-

 

Net cash used in investing activities

 

 

(1,738

)

 

 

(8,727

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Payments for long-term debt issuance costs

 

 

-

 

 

 

(520

)

Principal payments of long-term debt

 

 

(1,563

)

 

 

(1,563

)

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

 

 

(44,573

)

 

 

(30,258

)

Principal payments of lease liabilities arising from a finance lease

 

 

(155

)

 

 

(101

)

Proceeds from the issuance of common stock

 

 

32,139

 

 

 

3,663

 

Net cash used in financing activities

 

 

(14,152

)

 

 

(28,779

)

Effects of exchange rate changes on cash and cash equivalents

 

 

(447

)

 

 

990

 

Net change in cash and cash equivalents

 

 

(11,192

)

 

 

(25,707

)

Cash and cash equivalents at the beginning of the period

 

 

128,428

 

 

 

136,067

 

Cash and cash equivalents at the end of the period

 

$

117,236

 

 

$

110,360

 

 

 

 

Cerence. All rights reserved

 


 

 

 

 

 

Press Release

February 7, 2022

 

 

CERENCE INC.

Reconciliations of GAAP Financial Measures to Non-GAAP Financial Measures

(unaudited - in thousands)

 

 

 

Three Months Ended

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

GAAP revenue

 

$

94,426

 

 

$

93,643

 

 

 

 

 

 

 

 

 

 

GAAP gross profit

 

$

70,199

 

 

$

66,755

 

Stock-based compensation

 

 

1,092

 

 

 

1,592

 

Amortization of intangible assets

 

 

1,879

 

 

 

1,879

 

Non-GAAP gross profit

 

$

73,170

 

 

$

70,226

 

GAAP gross margin

 

 

74.3

%

 

 

71.3

%

Non-GAAP gross margin

 

 

77.5

%

 

 

75.0

%

 

 

 

 

 

 

 

 

 

GAAP operating income

 

$

22,932

 

 

$

17,544

 

Stock-based compensation*

 

 

1,841

 

 

 

13,325

 

Amortization of intangible assets

 

 

5,033

 

 

 

5,037

 

Restructuring and other costs, net*

 

 

4,915

 

 

 

480

 

Non-GAAP operating income

 

$

34,721

 

 

$

36,386

 

GAAP operating margin

 

 

24.3

%

 

 

18.7

%

Non-GAAP operating margin

 

 

36.8

%

 

 

38.9

%

 

 

 

 

 

 

 

 

 

GAAP net income

 

$

19,044

 

 

$

20,941

 

Stock-based compensation*

 

 

1,841

 

 

 

13,325

 

Amortization of intangible assets

 

 

5,033

 

 

 

5,037

 

Restructuring and other costs, net*

 

 

4,915

 

 

 

480

 

Depreciation

 

 

2,177

 

 

 

2,587

 

Total other income (expense), net

 

 

(3,589

)

 

 

(6,018

)

Provision for (benefit from) income taxes

 

 

299

 

 

 

(9,415

)

Adjusted EBITDA

 

$

36,898

 

 

$

38,973

 

GAAP net income margin

 

 

20.2

%

 

 

22.4

%

Adjusted EBITDA margin

 

 

39.1

%

 

 

41.6

%

* - $4.0 million in stock-based compensation is included in Restructuring and other costs, net

 

 

 

 

 

 

 

 

 

 

 

 

 

Cerence. All rights reserved

 


 

 

 

 

 

Press Release

February 7, 2022

 

 

CERENCE INC.

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

(unaudited - in thousands, except per share data)

 

 

Three Months Ended

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

GAAP net income

 

$

19,044

 

 

$

20,941

 

Stock-based compensation*

 

 

1,841

 

 

 

13,325

 

Amortization of intangible assets

 

 

5,033

 

 

 

5,037

 

Restructuring and other costs, net*

 

 

4,915

 

 

 

480

 

Non-cash interest expense

 

 

1,301

 

 

 

1,230

 

Indemnification asset release

 

 

1,302

 

 

 

-

 

Adjustments to income tax expense

 

 

(8,108

)

 

 

(17,416

)

Non-GAAP net income

 

$

25,328

 

 

$

23,597

 

 

 

 

 

 

 

 

 

 

Adjusted EPS:

 

 

 

 

 

 

 

 

GAAP Numerator:

 

 

 

 

 

 

 

 

Net income attributed to common shareholders

 

$

19,044

 

 

$

20,941

 

Interest on Convertible Senior Notes, net of tax

 

 

1,911

 

 

 

1,831

 

Net income  attributed to common shareholders - diluted

 

$

20,955

 

 

$

22,772

 

 

 

 

 

 

 

 

 

 

Non-GAAP Numerator:

 

 

 

 

 

 

 

 

Net income attributed to common shareholders

 

$

25,328

 

 

$

23,597

 

Interest on Convertible Senior Notes, net of tax

 

 

1,019

 

 

 

1,005

 

Net income attributed to common shareholders - diluted

 

$

26,347

 

 

$

24,602

 

 

 

 

 

 

 

 

 

 

GAAP Denominator:

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding - basic

 

 

38,839

 

 

 

37,180

 

Adjustment for diluted shares

 

 

5,531

 

 

 

6,183

 

Weighted-average common shares outstanding - diluted

 

 

44,370

 

 

 

43,363

 

 

 

 

 

 

 

 

 

 

Non-GAAP Denominator:

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding- basic

 

 

38,839

 

 

 

37,180

 

Adjustment for diluted shares

 

 

5,531

 

 

 

6,183

 

Weighted-average common shares outstanding - diluted

 

 

44,370

 

 

 

43,363

 

 

 

 

 

 

 

 

 

 

GAAP net income per share - diluted

 

$

0.47

 

 

$

0.53

 

Non-GAAP net income per share - diluted

 

$

0.59

 

 

$

0.57

 

 

 

 

 

 

 

 

 

 

GAAP net cash provided by operating activities

 

$

5,145

 

 

$

10,809

 

Capital expenditures

 

 

(4,410

)

 

 

(2,369

)

Free Cash Flow

 

$

735

 

 

$

8,440

 

* - $4.0 million in stock-based compensation is included in Restructuring and other costs, net

 

 

 

 

 

 

Cerence. All rights reserved

 


 

 

 

 

 

Press Release

February 7, 2022

 

 

CERENCE INC.

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

(unaudited - in thousands)

 

 

Q1FY22

 

 

Q4FY21

 

 

Q3FY21

 

 

Q2FY21

 

GAAP revenues

 

$

94,426

 

 

$

98,076

 

 

$

96,801

 

 

$

98,662

 

Less: Professional services revenue

 

 

19,417

 

 

 

21,073

 

 

 

16,538

 

 

 

16,555

 

Non-GAAP Repeatable revenues

 

$

75,009

 

 

$

77,003

 

 

$

80,263

 

 

$

82,107

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP revenues TTM

 

$

387,965

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: Professional services revenue TTM

 

 

73,583

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP Repeatable revenues TTM

 

$

314,382

 

 

 

 

 

 

 

 

 

 

 

 

 

Repeatable software contribution

 

 

81

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cerence. All rights reserved

 


 

 

 

 

 

Press Release

February 7, 2022

 

 

CERENCE INC.

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

(unaudited - in thousands)

 

 

Q2 2022

 

 

FY2022

 

 

 

Low

 

 

High

 

 

Low

 

 

High

 

GAAP revenue

 

$

82,000

 

 

$

86,000

 

 

$

365,000

 

 

$

385,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP gross profit

 

$

58,400

 

 

$

62,400

 

 

$

267,900

 

 

$

287,900

 

Stock-based compensation

 

 

1,200

 

 

 

1,200

 

 

 

4,700

 

 

 

4,700

 

Amortization of intangible assets

 

 

900

 

 

 

900

 

 

 

3,000

 

 

 

3,000

 

Non-GAAP gross profit

 

$

60,500

 

 

$

64,500

 

 

$

275,600

 

 

$

295,600

 

GAAP gross margin

 

 

71

%

 

 

73

%

 

 

73

%

 

 

75

%

Non-GAAP gross margin

 

 

74

%

 

 

75

%

 

 

76

%

 

 

77

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP operating income

 

$

5,400

 

 

$

9,400

 

 

$

59,300

 

 

$

79,300

 

Stock-based compensation

 

 

9,000

 

 

 

9,000

 

 

 

28,400

 

 

 

28,400

 

Amortization of intangible assets

 

 

4,100

 

 

 

4,100

 

 

 

14,700

 

 

 

14,700

 

Restructuring and other costs, net

 

 

500

 

 

 

500

 

 

 

6,300

 

 

 

6,300

 

Non-GAAP operating income

 

$

19,000

 

 

$

23,000

 

 

$

108,700

 

 

$

128,700

 

GAAP operating margin

 

 

7

%

 

 

11

%

 

 

16

%

 

 

21

%

Non-GAAP operating margin

 

 

23

%

 

 

27

%

 

 

30

%

 

 

33

%