Nuance Communications, Inc. (NASDAQ:NUAN) today announced financial
results for its third quarter fiscal 2017, ended June 30,
2017.
The Company reported strong net new bookings, recurring revenue,
cash flow from operations (CFFO), and overall solid third quarter
performance. In particular, Nuance saw continued strength in
Enterprise omni-channel offerings, Dragon Medical cloud, voice
biometrics solutions, and the company’s automotive business. This
performance was notable in light of the previously disclosed June
27, 2017 global malware incident that led to a disruption of the
company’s worldwide operations, including its sales and order
fulfillment operations, most significantly in its healthcare
transcription and imaging businesses.
Absent the business disruption from this incident on Nuance’s
third quarter 2017 performance, the company would have reported its
second consecutive quarter of non-GAAP organic revenue growth in Q3
17. The company is including certain pro forma results in
this press release, along with reported GAAP and non-GAAP results,
to show expected performance had the malware incident not
occurred.
Third Quarter of Fiscal 2017 Performance
Nuance reported GAAP revenue of $486.2 million for the third
quarter, compared to $477.9 million a year ago. Third quarter
non‑GAAP revenue was $495.6 million, which includes revenue lost to
accounting treatment in conjunction with acquisitions, compared to
$484.9 million in the third quarter of fiscal 2016. Total recurring
revenue for the third quarter represented 73% of total GAAP
revenue. On a non-GAAP basis, total recurring revenue represented
73% of total non-GAAP revenue, compared to 71% a year ago.
Nuance reported net new bookings for the third quarter of $438.5
million, up 21% from $362.9 million a year ago.
Nuance reported GAAP net loss of $(27.8) million for the third
quarter, or $(0.10) per share, compared to GAAP net loss of $(11.8)
million, or $(0.04) per share, in the third quarter of fiscal 2016.
Non-GAAP net income was $79.2 million, or $0.27 per diluted share,
down from non-GAAP net income of $83.3 million, or $0.30 per
diluted share, in the third quarter of fiscal 2016. Nuance’s
GAAP operating margin for the quarter was 2.9%, down from 6.0% in
the third quarter of fiscal 2016. Third quarter non‑GAAP
operating margin was 27.0%, down from 27.2% in the third quarter of
fiscal 2016. Cash flow from operations was $132.0 million in
the third quarter of fiscal 2017, up from $125.9 million in the
third quarter of fiscal 2016.
The company estimates that, had the malware incident not
occurred, third-quarter GAAP revenues on a pro forma basis would
have been $501.6 million and non-GAAP revenues on a pro forma basis
would have been $511.0 million. The company estimates fiscal
third quarter GAAP earnings per share on a pro forma basis would
have been $(0.04) and non-GAAP earnings per share on a pro forma
basis would have been $0.30.
“Despite the malware incident, Nuance delivered its fourth
consecutive quarter of year-over-year improvement in net new
bookings, recurring revenue, cash flow from operations, and hosting
and cloud revenues,” said Dan Tempesta, Nuance’s CFO. “We
expect demand for our vertical and consumer solutions to gain
additional traction as our customers seek to leverage AI to enhance
user experiences, automate business processes, and drive
improvements to their bottom line.”
Update on Malware Incident As previously
reported, on June 27, 2017 Nuance was victim of the sophisticated
NotPetya malware incident that affected thousands of companies
globally. The malware affected certain Nuance systems, including
systems used by its healthcare customers, primarily for
transcription services, as well as systems used by its Imaging
division to receive and process orders. Nuance has made
progress in its restoration efforts for customer-facing
systems. In Healthcare, the Company has systematically brought
hospitals back online and, as of today, has restored functionality
for substantially all of its clients for its flagship eScription LH
transcription platform. Within Imaging, licensing and
activation systems for customers and partners were restored in
July.
Guidance and Business OutlookFor a full
discussion on Nuance’s guidance and business outlook, please see
page 12 of the Company’s Prepared Remarks document available at
http://www.nuance.com/earnings-results/
Please refer to the “Discussion of Non-GAAP Financial Measures,”
“GAAP to Non-GAAP Reconciliations,” and “Pro Forma Financial
Measures” included elsewhere in this release, for more information
regarding the company’s use of non-GAAP and pro forma measures.
Conference Call and Prepared RemarksNuance is
providing a copy of prepared remarks in combination with its press
release. These remarks are offered to provide shareholders
and analysts with additional time and detail for analyzing results
in advance of the company’s quarterly conference call. The
remarks will be available at
http://www.nuance.com/earnings-results/ in conjunction with the
press release.
Nuance will host an investor conference call today that will
begin at 5:00 p.m. ET and will include only brief comments followed
by questions and answers. To access the live broadcast, please
visit the Investor Relations section of Nuance’s website at
http://investors.nuance.com. The call can also be heard by
dialing 800-230-1092 or 612-234-9959 at least five minutes prior to
the call and referencing code 426362. A replay will be
available within 24 hours of the announcement by dialing
800-475-6701 or 320-365-3844 and using the access code 426362.
About Nuance Communications,
Inc.Nuance Communications, Inc. (NASDAQ:NUAN) is
a leading provider of voice and language solutions for businesses
and consumers around the world. Its technologies,
applications and services make the user experience more compelling
by transforming the way people interact with devices and systems.
Every day, millions of users and thousands of businesses experience
Nuance’s proven applications. For more information, please
visit www.nuance.com.
Trademark reference: Nuance and the Nuance logo are registered
trademarks or trademarks of Nuance Communications, Inc. or its
affiliates in the United States and/or other countries. All other
trademarks referenced herein are the property of their respective
owners.
Definitions of Bookings and Net New
BookingsBookings represent the estimated gross revenue
value of transactions at the time of contract execution, except for
maintenance and support offerings. For fixed price contracts, the
bookings value represents the gross total contract value. For
contracts where revenue is based on transaction volume, the
bookings value represents the contract price multiplied by the
estimated future transaction volume during the contract term,
whether or not such transaction volumes are guaranteed under a
minimum commitment clause. Actual results could be different than
our initial estimates. The maintenance and support bookings
value represents the amounts billed in the period the customer is
invoiced. Because of the inherent estimates required to determine
bookings and the fact that the actual resultant revenue may differ
from our initial bookings estimates, we consider bookings one
indicator of potential future revenue and not as an arithmetic
measure of backlog.
Net new bookings represents the estimated revenue value at the
time of contract execution from new contractual arrangements or the
estimated revenue value incremental to the portion of value that
will be renewed under pre-existing arrangements. Constant
currency for net new bookings is calculated using current period
net new bookings denominated in currencies other than United States
dollars, converted into United States dollars using the average
exchange rate for those currencies from the prior year period
rather than the actual exchange rate in effect during the current
period.
Safe Harbor and Forward-Looking Statements
Statements in this document regarding future performance 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,” or “estimates” or similar expressions) should also be
considered to be forward-looking statements. There are a
number of important factors that could cause actual results or
events to differ materially from those indicated by such
forward-looking statements, including but not limited to:
fluctuations in demand for our existing and future products;
further unanticipated costs resulting from the malware incident
including potential costs associated with litigation or
governmental investigations that may result from the incident;
changes to economic conditions in the United States and
internationally; fluctuating currency rates, our ability to control
and successfully manage our expenses and cash position; our ability
to execute our formal transformation program to reduce costs and
optimize processes; the effects of competition, including pricing
pressure; possible quality issues in our products and technologies;
our ability to successfully integrate operations and employees of
acquired businesses; the conversion rate of bookings into revenue;
the ability to realize anticipated synergies from acquired
businesses; and the other factors described in our annual report on
Form 10-K for the fiscal year ended September 30, 2016 and in our
quarterly report on Form 10-Q. 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
utilize a number of different financial measures, both Generally
Accepted Accounting Principles (“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. Our annual financial plan is prepared both on a
GAAP and non-GAAP basis, and the non-GAAP annual financial plan is
approved by our board of directors. Continuous budgeting and
forecasting for revenue and expenses are conducted on a consistent
non-GAAP basis (in addition to GAAP) and actual results on a
non-GAAP basis are assessed against the non-GAAP annual financial
plan. The board of directors and management utilize these non-GAAP
measures and results (in addition to the GAAP results) to determine
our allocation of resources. In addition and as a consequence of
the importance of these measures in managing the business, we use
non-GAAP measures and results in the evaluation process to
establish management’s compensation. For example, our annual bonus
program payments are based upon the achievement of consolidated
non-GAAP revenue and consolidated non-GAAP earnings per share
financial targets. We consider the use of non-GAAP revenue helpful
in understanding the performance of our business, as it excludes
the purchase accounting impact on acquired deferred revenue and
other acquisition-related adjustments to revenue. We also consider
the use of non-GAAP earnings per share helpful in assessing the
organic performance of the continuing operations of our business.
By organic performance we mean performance as if we had owned an
acquired business in the same period a year ago. By constant
currency organic performance we mean performance excluding the
effect of current foreign currency rate fluctuations. By
continuing operations we mean the ongoing results of the business
excluding certain unplanned costs. 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 and nine months ended June 30, 2017 and
2016, our management has either included or excluded items in seven
general categories, each of which is described below.
Acquisition-Related Revenue and Cost of Revenue. We provide
supplementary non-GAAP financial measures of revenue, which include
revenue related to acquisitions, primarily from TouchCommerce,
Notable Solutions, mCarbon, and Quantim for the three and nine
months ended June 30, 2017 that we would have recognized but for
the purchase accounting treatment of these transactions. Non-GAAP
revenue also includes revenue that we would have recognized had we
not acquired intellectual property and other assets from the same
customer. Because GAAP accounting requires the elimination of this
revenue, GAAP results alone do not fully capture all of our
economic activities. These non-GAAP adjustments are intended to
reflect the full amount of such revenue. We include non-GAAP
revenue and cost of revenue to allow for more complete comparisons
to the financial results of historical operations, forward-looking
guidance and the financial results of peer companies. We believe
these adjustments are useful to management and investors as a
measure of the ongoing performance of the business because,
although we cannot be certain that customers will renew their
contracts, we have historically experienced high renewal rates on
maintenance and support agreements and other customer contracts.
Additionally, although acquisition-related revenue adjustments are
non-recurring with respect to past acquisitions, we generally will
incur these adjustments in connection with any future
acquisitions.
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 expect to 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 in
connection with acquisition activities, and disputes and regulatory
matters related to acquired entities.(iii) Acquisition-related
adjustments. Acquisition-related adjustments include 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 provide
supplemental non-GAAP financial measures, which exclude the
amortization of acquired intangible assets. Amortization of
acquired intangibles assets is inconsistent in amount and frequency
and is 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.
Costs Associated with IP Collaboration Agreement.We entered into
IP collaboration agreements with a third party to gain access to
the third party's extensive speech recognition and natural language
and semantic processing technologies. The contracts had terms
ranging between five and six years all ending during or before
fiscal year 2016. Depending on the agreement, some or all
intellectual property derived from these collaborations is jointly
owned by the two parties. We had sole rights to commercialize a
majority of the developed intellectual property for periods ranging
between two to six years, depending on the agreement. These
sole-commercialization rights expired in fiscal year 2016. We
consider these long-term contracts and the resulting acquisitions
of intellectual property from this third-party over the agreements’
terms to be an investing activity occurring outside of our normal,
organic, continuing operating activities. We are therefore
presenting supplemental non-GAAP financial measures to show the
results excluding these expenses. We do not exclude from our
non-GAAP results the corresponding revenue, if any, generated from
these collaboration efforts. Costs associated with the research and
development portion of the agreements have been excluded from
research and development expense and costs for the marketing
exclusivity period are excluded from sales and marketing
expense.
Non-Cash Expenses. We provide supplementary non-GAAP financial
measures relative to the following non-cash expenses: (i)
stock-based compensation; and (ii) non-cash interest expense. These
items are further discussed as follows:
Stock-based compensation. Stock-based compensation consists
primarily of expenses for employee restricted stock and restricted
stock unit awards, including awards associated with acquisitions.
We evaluate our financial performance both with and without these
expenses because they are non-cash, are generally not controllable
in the short-term and can vary significantly based on the Company’s
stock price, timing, size and nature of awards granted, including
the timing and amount of new grants associated with acquisitions.
We do not include such expenses in our operating plans. We expect
stock-based compensation to continue and may vary significantly in
future periods.
Non-cash interest expense. We also exclude non-cash interest
expense arising from the accretion of the equity component of our
convertible debentures, amortization of deferred debt issuance
costs, and accretion of debt discount and debt premium. We evaluate
our financial performance both with and without these non-cash
interest expenses because the non-cash component often varies
significantly from period-to-period based on the timing, term and
amount of the debentures. These non-cash expenses will continue in
future periods.
Other Expenses. We provide supplementary non-GAAP financial
measures that exclude certain other expenses that arise outside of
the ordinary course of continuing operations in order to measure
the operating performance of the business both with and without
these expenses. By providing this information, we believe
management, as well as other users of our financial statements, are
better able to understand the financial performance of our
continuing operations. Expenses excluded are items such as
restructuring and other charges, net, loss on extinguishment of
debt, and contributions to the Nuance Foundation which was
established to provide grants to educational institutions and other
non-profit organizations to advance charitable, scientific,
literary or educational purposes. Other items such as consulting
and professional services fees related to assessing strategic
alternatives and our transformation program, implementation of the
new revenue recognition standard (ASC 606), expenses
associated with the malware incident and remediation thereof, and
gains or losses on non-controlling strategic equity interests, are
also excluded.
Non-GAAP Income Tax Provision.Effective Q2 2017, we changed our
method of calculating our non-GAAP income tax provision. Under the
prior method, we calculated our non-GAAP tax provision using a cash
tax method to reflect the estimated amount we expected to pay or
receive in taxes related to the period, which is equivalent to our
GAAP current tax provision. Under the new method, our
non-GAAP income tax provision is determined based on our non-GAAP
pre-tax income. The tax effect of each non-GAAP adjustment, if
applicable, is computed based on the statutory tax rate of the
jurisdiction to which the adjustment relates. Additionally, as our
non-GAAP profitability is higher based on the non-GAAP adjustments,
we adjust the GAAP tax provision to remove valuation allowances and
related effects based on the higher level of reported non-GAAP
profitability. We also exclude from our non-GAAP tax
provision certain discrete tax items as they occur.
We believe that providing the non-GAAP information to investors,
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 included in this press release should
not be considered superior to, or a substitute for, financial
statements prepared in accordance with GAAP.
Pro Forma Financial Measures.The pro forma measures estimate our
expected results for the third quarter ended June 30, 2017 as if
the malware incident had not occurred. These pro forma amounts rely
on as reported results through the date of the malware incident and
then include our projected performance for the remaining days of
the quarter based on our anticipated run rate and management’s best
estimate of business operations had the malware incident had not
occurred. These pro forma measures are being provided for the
purpose of permitting users of our financial statements to
understand our estimates of the effects of the malware incident on
our continuing operations. These pro forma measures should not be
considered as a substitute for our actual GAAP financial statements
in assessing the overall health of the business during the three
months ended June 30, 2017.
Financial Tables Follow
|
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|
|
Nuance Communications, Inc. |
|
Condensed Consolidated Statements of Operations |
|
(in thousands, except per share amounts) |
|
Unaudited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Nine months ended |
|
|
|
|
June 30, |
|
June 30, |
|
|
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
Professional services and hosting |
|
$ |
251,488 |
|
|
$ |
242,331 |
|
|
$ |
763,595 |
|
|
$ |
709,662 |
|
|
|
Product
and licensing |
|
|
154,228 |
|
|
|
153,015 |
|
|
|
465,238 |
|
|
|
490,687 |
|
|
|
Maintenance and support |
|
|
80,505 |
|
|
|
82,505 |
|
|
|
244,619 |
|
|
|
242,350 |
|
|
|
Total
revenues |
|
|
486,221 |
|
|
|
477,851 |
|
|
|
1,473,452 |
|
|
|
1,442,699 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of
revenues: |
|
|
|
|
|
|
|
|
|
|
Professional services and hosting |
|
|
169,439 |
|
|
|
158,412 |
|
|
|
498,501 |
|
|
|
466,383 |
|
|
|
Product
and licensing |
|
|
17,637 |
|
|
|
20,785 |
|
|
|
54,805 |
|
|
|
65,020 |
|
|
|
Maintenance and support |
|
|
13,410 |
|
|
|
13,574 |
|
|
|
40,248 |
|
|
|
40,496 |
|
|
|
Amortization of intangible assets |
|
|
15,727 |
|
|
|
15,107 |
|
|
|
48,487 |
|
|
|
47,077 |
|
|
|
Total
cost of revenues |
|
|
216,213 |
|
|
|
207,878 |
|
|
|
642,041 |
|
|
|
618,976 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit |
|
|
270,008 |
|
|
|
269,973 |
|
|
|
831,411 |
|
|
|
823,723 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses: |
|
|
|
|
|
|
|
|
|
|
Research
and development |
|
|
66,565 |
|
|
|
67,761 |
|
|
|
199,119 |
|
|
|
205,512 |
|
|
|
Sales and
marketing |
|
|
97,011 |
|
|
|
96,012 |
|
|
|
292,201 |
|
|
|
289,439 |
|
|
|
General
and administrative |
|
|
42,329 |
|
|
|
40,328 |
|
|
|
123,637 |
|
|
|
126,769 |
|
|
|
Amortization of intangible assets |
|
|
29,160 |
|
|
|
26,748 |
|
|
|
84,931 |
|
|
|
80,229 |
|
|
|
Acquisition-related costs, net |
|
|
7,646 |
|
|
|
4,721 |
|
|
|
22,051 |
|
|
|
8,426 |
|
|
|
Restructuring and other charges, net |
|
|
13,035 |
|
|
|
5,717 |
|
|
|
39,649 |
|
|
|
20,257 |
|
|
|
Total
operating expenses |
|
|
255,746 |
|
|
|
241,287 |
|
|
|
761,588 |
|
|
|
730,632 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from
operations |
|
|
14,262 |
|
|
|
28,686 |
|
|
|
69,823 |
|
|
|
93,091 |
|
|
|
Other expense, net |
|
|
(39,489 |
) |
|
|
(32,661 |
) |
|
|
(133,292 |
) |
|
|
(99,165 |
) |
|
|
Loss before income
taxes |
|
|
(25,227 |
) |
|
|
(3,975 |
) |
|
|
(63,469 |
) |
|
|
(6,074 |
) |
|
|
Provision for income
taxes |
|
|
2,609 |
|
|
|
7,846 |
|
|
|
22,103 |
|
|
|
24,858 |
|
|
|
Net loss |
|
$ |
(27,836 |
) |
|
$ |
(11,821 |
) |
|
$ |
(85,572 |
) |
|
$ |
(30,932 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per
share: |
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.10 |
) |
|
$ |
(0.04 |
) |
|
$ |
(0.30 |
) |
|
$ |
(0.10 |
) |
|
|
Diluted |
|
$ |
(0.10 |
) |
|
$ |
(0.04 |
) |
|
$ |
(0.30 |
) |
|
$ |
(0.10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
287,856 |
|
|
|
279,373 |
|
|
|
289,269 |
|
|
|
295,319 |
|
|
|
Diluted |
|
|
287,856 |
|
|
|
279,373 |
|
|
|
289,269 |
|
|
|
295,319 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nuance Communications, Inc. |
|
Condensed Consolidated Balance Sheets |
|
(in thousands) |
|
Unaudited |
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS |
|
June 30, 2017 |
|
September 30, 2016 |
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
Cash and
cash equivalents |
|
$ |
693,594 |
|
$ |
481,620 |
|
Marketable securities |
|
|
175,615 |
|
|
98,840 |
|
Accounts
receivable, net |
|
|
359,497 |
|
|
380,004 |
|
Prepaid
expenses and other current assets |
|
|
90,794 |
|
|
78,126 |
|
Total
current assets |
|
|
1,319,500 |
|
|
1,038,590 |
|
|
|
|
|
|
|
Marketable
securities |
|
|
31,926 |
|
|
27,632 |
|
Land, building and
equipment, net |
|
|
161,826 |
|
|
185,169 |
|
Goodwill |
|
|
3,578,689 |
|
|
3,508,879 |
|
Intangible assets,
net |
|
|
708,077 |
|
|
762,220 |
|
Other assets |
|
|
137,475 |
|
|
138,980 |
|
Total
assets |
|
$ |
5,937,493 |
|
$ |
5,661,470 |
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities: |
|
|
|
|
|
Current
portion of long-term debt |
|
$ |
371,321 |
|
$ |
- |
|
Contingent and deferred acquisition payments |
|
|
31,561 |
|
|
9,468 |
|
Accounts
payable and accrued expenses |
|
|
325,715 |
|
|
332,258 |
|
Deferred
revenue |
|
|
374,033 |
|
|
349,173 |
|
Total
current liabilities |
|
|
1,102,630 |
|
|
690,899 |
|
|
|
|
|
|
|
Long-term portion of
debt |
|
|
2,229,336 |
|
|
2,433,152 |
|
Deferred revenue, net
of current portion |
|
|
424,635 |
|
|
386,960 |
|
Other liabilities |
|
|
226,352 |
|
|
219,129 |
|
Total
liabilities |
|
|
3,982,953 |
|
|
3,730,140 |
|
|
|
|
|
|
|
Stockholders'
equity |
|
|
1,954,540 |
|
|
1,931,330 |
|
Total
liabilities and stockholders' equity |
|
$ |
5,937,493 |
|
$ |
5,661,470 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nuance Communications, Inc. |
|
Consolidated Statements of Cash Flows |
|
(in thousands) |
|
Unaudited |
|
|
|
Three months ended |
|
Nine months ended |
|
|
|
June 30, |
|
June 30, |
|
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from
operating activities: |
|
|
|
|
|
|
|
|
|
Net
loss |
|
$ |
(27,836 |
) |
|
$ |
(11,821 |
) |
|
$ |
(85,572 |
) |
|
$ |
(30,932 |
) |
|
Adjustments to reconcile net loss to net cash provided by operating
activities: |
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
58,311 |
|
|
|
57,267 |
|
|
|
174,955 |
|
|
|
173,093 |
|
|
Stock-based compensation |
|
|
42,331 |
|
|
|
42,447 |
|
|
|
121,809 |
|
|
|
122,957 |
|
|
Non-cash
interest expense |
|
|
16,141 |
|
|
|
12,829 |
|
|
|
42,912 |
|
|
|
34,044 |
|
|
Deferred
tax provision |
|
|
1,119 |
|
|
|
2,742 |
|
|
|
6,762 |
|
|
|
6,480 |
|
|
Loss on
extinguishment of debt |
|
|
- |
|
|
|
- |
|
|
|
18,565 |
|
|
|
4,851 |
|
|
Other |
|
|
7,324 |
|
|
|
146 |
|
|
|
20,610 |
|
|
|
12 |
|
|
Changes
in operating assets and liabilities, net of effects from
acquisitions: |
|
|
|
|
|
|
|
|
|
Accounts
receivable |
|
|
29,563 |
|
|
|
1,264 |
|
|
|
28,132 |
|
|
|
23,374 |
|
|
Prepaid
expenses and other assets |
|
|
(2,236 |
) |
|
|
4,239 |
|
|
|
(14,531 |
) |
|
|
(12,526 |
) |
|
Accounts
payable |
|
|
13,209 |
|
|
|
22,344 |
|
|
|
12,209 |
|
|
|
25,041 |
|
|
Accrued
expenses and other liabilities |
|
|
6,539 |
|
|
|
11,215 |
|
|
|
(4,040 |
) |
|
|
18,549 |
|
|
Deferred
revenue |
|
|
(12,436 |
) |
|
|
(16,808 |
) |
|
|
60,552 |
|
|
|
61,984 |
|
|
Net cash
provided by operating activities |
|
|
132,029 |
|
|
|
125,864 |
|
|
|
382,363 |
|
|
|
426,927 |
|
|
Cash flows from
investing activities: |
|
|
|
|
|
|
|
|
|
Capital
expenditures |
|
|
(15,246 |
) |
|
|
(9,188 |
) |
|
|
(34,033 |
) |
|
|
(41,423 |
) |
|
Payments
for business and asset acquisitions, net of cash acquired |
|
|
(37,230 |
) |
|
|
(795 |
) |
|
|
(110,220 |
) |
|
|
(28,194 |
) |
|
Purchases of marketable securities and other investments |
|
|
(38,211 |
) |
|
|
(3,494 |
) |
|
|
(192,062 |
) |
|
|
(36,251 |
) |
|
Proceeds from sales and maturities of marketable securities and
other investments |
|
36,786 |
|
|
|
33,573 |
|
|
|
106,444 |
|
|
|
66,254 |
|
|
Net cash
(used in) provided by investing activities |
|
|
(53,901 |
) |
|
|
20,096 |
|
|
|
(229,871 |
) |
|
|
(39,614 |
) |
|
Cash flows from
financing activities: |
|
|
|
|
|
|
|
|
|
Payments
of debt |
|
|
- |
|
|
|
- |
|
|
|
(634,055 |
) |
|
|
(511,844 |
) |
|
Proceeds
from issuance of long-term debt, net of issuance costs |
|
|
(878 |
) |
|
|
296,103 |
|
|
|
838,081 |
|
|
|
959,860 |
|
|
Payments
for repurchase of common stock |
|
|
- |
|
|
|
(125,134 |
) |
|
|
(99,077 |
) |
|
|
(699,472 |
) |
|
Net
payments on other long-term liabilities |
|
|
(218 |
) |
|
|
(236 |
) |
|
|
(424 |
) |
|
|
(1,320 |
) |
|
Proceeds
from issuance of common stock from employee stock plans |
|
|
84 |
|
|
|
21 |
|
|
|
8,682 |
|
|
|
8,461 |
|
|
Cash
used to net share settle employee equity awards |
|
|
(9,170 |
) |
|
|
(10,074 |
) |
|
|
(52,523 |
) |
|
|
(67,047 |
) |
|
Net cash
(used in) provided by financing activities |
|
|
(10,182 |
) |
|
|
160,680 |
|
|
|
60,684 |
|
|
|
(311,362 |
) |
|
Effects
of exchange rate changes on cash and cash equivalents |
|
|
8 |
|
|
|
1,725 |
|
|
|
(1,202 |
) |
|
|
3,655 |
|
|
Net
increase in cash and cash equivalents |
|
|
67,954 |
|
|
|
308,365 |
|
|
|
211,974 |
|
|
|
79,606 |
|
|
Cash and
cash equivalents at beginning of period |
|
|
625,640 |
|
|
|
250,690 |
|
|
|
481,620 |
|
|
|
479,449 |
|
|
Cash and
cash equivalents at end of period |
|
$ |
693,594 |
|
|
$ |
559,055 |
|
|
$ |
693,594 |
|
|
$ |
559,055 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nuance Communications, Inc. |
|
Supplemental Financial Information - GAAP to Non-GAAP
Reconciliations |
|
(in thousands) |
|
Unaudited |
|
|
|
Three months ended |
|
Nine months ended |
|
|
|
June 30, |
|
June 30, |
|
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
|
|
|
|
|
|
|
|
|
|
|
GAAP
revenues |
|
$ |
486,221 |
|
|
$ |
477,851 |
|
|
$ |
1,473,452 |
|
|
$ |
1,442,699 |
|
|
Acquisition-related revenue adjustments: professional services and
hosting |
|
|
3,258 |
|
|
|
2,315 |
|
|
|
8,508 |
|
|
|
7,678 |
|
|
Acquisition-related revenue adjustments: product and licensing |
|
|
5,941 |
|
|
|
4,676 |
|
|
|
19,970 |
|
|
|
16,385 |
|
|
Acquisition-related revenue adjustments: maintenance and
support |
|
|
204 |
|
|
|
19 |
|
|
|
810 |
|
|
|
383 |
|
|
Non-GAAP
revenues |
|
$ |
495,624 |
|
|
$ |
484,861 |
|
|
$ |
1,502,740 |
|
|
$ |
1,467,145 |
|
|
|
|
|
|
|
|
|
|
|
|
GAAP cost of
revenues |
|
$ |
216,213 |
|
|
$ |
207,878 |
|
|
$ |
642,041 |
|
|
$ |
618,976 |
|
|
Cost of
revenues from amortization of intangible assets |
|
|
(15,727 |
) |
|
|
(15,107 |
) |
|
|
(48,487 |
) |
|
|
(47,077 |
) |
|
Cost of
revenues adjustments: professional services and hosting (1,2) |
|
|
(8,385 |
) |
|
|
(7,562 |
) |
|
|
(24,875 |
) |
|
|
(22,701 |
) |
|
Cost of
revenues adjustments: product and licensing (1,2) |
|
|
(104 |
) |
|
|
(42 |
) |
|
|
(298 |
) |
|
|
(286 |
) |
|
Cost of
revenues adjustments: maintenance and support (1) |
|
|
(1,130 |
) |
|
|
(1,083 |
) |
|
|
(3,117 |
) |
|
|
(3,074 |
) |
|
Non-GAAP cost
of revenues |
|
$ |
190,867 |
|
|
$ |
184,084 |
|
|
$ |
565,264 |
|
|
$ |
545,838 |
|
|
|
|
|
|
|
|
|
|
|
|
GAAP gross
profit |
|
$ |
270,008 |
|
|
$ |
269,973 |
|
|
$ |
831,411 |
|
|
$ |
823,723 |
|
|
Gross
profit adjustments |
|
|
34,749 |
|
|
|
30,804 |
|
|
|
106,065 |
|
|
|
97,584 |
|
|
Non-GAAP gross
profit |
|
$ |
304,757 |
|
|
$ |
300,777 |
|
|
$ |
937,476 |
|
|
$ |
921,307 |
|
|
|
|
|
|
|
|
|
|
|
|
GAAP income
from operations |
|
$ |
14,262 |
|
|
$ |
28,686 |
|
|
$ |
69,823 |
|
|
$ |
93,091 |
|
|
Gross
profit adjustments |
|
|
34,749 |
|
|
|
30,804 |
|
|
|
106,065 |
|
|
|
97,584 |
|
|
Research
and development (1) |
|
|
9,610 |
|
|
|
9,157 |
|
|
|
26,498 |
|
|
|
27,056 |
|
|
Sales and
marketing (1) |
|
|
11,981 |
|
|
|
13,726 |
|
|
|
34,968 |
|
|
|
37,023 |
|
|
General
and administrative (1) |
|
|
11,121 |
|
|
|
10,327 |
|
|
|
32,053 |
|
|
|
31,892 |
|
|
Acquisition-related costs, net |
|
|
7,646 |
|
|
|
4,721 |
|
|
|
22,051 |
|
|
|
8,426 |
|
|
Amortization of intangible assets |
|
|
29,160 |
|
|
|
26,748 |
|
|
|
84,931 |
|
|
|
80,229 |
|
|
Restructuring and other charges, net |
|
|
13,035 |
|
|
|
5,717 |
|
|
|
39,649 |
|
|
|
20,257 |
|
|
Costs
associated with IP collaboration agreements |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
4,000 |
|
|
Other |
|
|
2,269 |
|
|
|
2,114 |
|
|
|
7,980 |
|
|
|
11,989 |
|
|
Non-GAAP income
from operations |
|
$ |
133,833 |
|
|
$ |
132,000 |
|
|
$ |
424,018 |
|
|
$ |
411,547 |
|
|
|
|
|
|
|
|
|
|
|
|
GAAP loss
before income taxes |
|
$ |
(25,227 |
) |
|
$ |
(3,975 |
) |
|
$ |
(63,469 |
) |
|
$ |
(6,074 |
) |
|
Gross
profit adjustments |
|
|
34,749 |
|
|
|
30,804 |
|
|
|
106,065 |
|
|
|
97,584 |
|
|
Research
and development (1) |
|
|
9,610 |
|
|
|
9,157 |
|
|
|
26,498 |
|
|
|
27,056 |
|
|
Sales and
marketing (1) |
|
|
11,981 |
|
|
|
13,726 |
|
|
|
34,968 |
|
|
|
37,023 |
|
|
General
and administrative (1) |
|
|
11,121 |
|
|
|
10,327 |
|
|
|
32,053 |
|
|
|
31,892 |
|
|
Acquisition-related costs, net |
|
|
7,646 |
|
|
|
4,721 |
|
|
|
22,051 |
|
|
|
8,426 |
|
|
Amortization of intangible assets |
|
|
29,160 |
|
|
|
26,748 |
|
|
|
84,931 |
|
|
|
80,229 |
|
|
Restructuring and other charges, net |
|
|
13,035 |
|
|
|
5,717 |
|
|
|
39,649 |
|
|
|
20,257 |
|
|
Non-cash
interest expense |
|
|
16,141 |
|
|
|
12,829 |
|
|
|
42,912 |
|
|
|
34,044 |
|
|
Costs
associated with IP collaboration agreements |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
4,000 |
|
|
Loss on
extinguishment of debt |
|
|
- |
|
|
|
- |
|
|
|
18,565 |
|
|
|
4,851 |
|
|
Other |
|
|
2,269 |
|
|
|
2,838 |
|
|
|
7,980 |
|
|
|
12,963 |
|
|
Non-GAAP income
before income taxes |
|
$ |
110,485 |
|
|
$ |
112,892 |
|
|
$ |
352,203 |
|
|
$ |
352,251 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nuance Communications, Inc. |
|
Supplemental Financial Information - GAAP to Non-GAAP
Reconciliations, continued |
|
(in thousands, except per share amounts) |
|
Unaudited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Nine months ended |
|
|
|
|
June 30, |
|
June 30, |
|
|
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP provision
for income taxes |
|
$ |
2,609 |
|
|
$ |
7,846 |
|
|
$ |
22,103 |
|
|
$ |
24,858 |
|
|
|
Adjustment to income tax expense: |
|
|
|
|
|
|
|
|
|
|
Income
tax effect of Non-GAAP adjustments |
|
|
45,759 |
|
|
|
38,360 |
|
|
|
139,048 |
|
|
|
120,044 |
|
|
|
Removal
of valuation allowance and other items |
|
|
(17,455 |
) |
|
|
(15,778 |
) |
|
|
(56,457 |
) |
|
|
(44,535 |
) |
|
|
Removal
of discrete items |
|
|
412 |
|
|
|
(800 |
) |
|
|
(1,320 |
) |
|
|
(800 |
) |
|
|
Non-GAAP
provision for income taxes |
|
$ |
31,325 |
|
|
$ |
29,628 |
|
|
$ |
103,374 |
|
|
$ |
99,567 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP net
loss |
|
$ |
(27,836 |
) |
|
$ |
(11,821 |
) |
|
$ |
(85,572 |
) |
|
$ |
(30,932 |
) |
|
|
Acquisition-related adjustment - revenues (2) |
|
|
9,403 |
|
|
|
7,010 |
|
|
|
29,288 |
|
|
|
24,446 |
|
|
|
Acquisition-related adjustment - cost of revenues (2) |
|
|
- |
|
|
|
(550 |
) |
|
|
- |
|
|
|
(925 |
) |
|
|
Acquisition-related costs, net |
|
|
7,646 |
|
|
|
4,721 |
|
|
|
22,051 |
|
|
|
8,426 |
|
|
|
Cost of
revenue from amortization of intangible assets |
|
|
15,727 |
|
|
|
15,107 |
|
|
|
48,487 |
|
|
|
47,077 |
|
|
|
Amortization of intangible assets |
|
|
29,160 |
|
|
|
26,748 |
|
|
|
84,931 |
|
|
|
80,229 |
|
|
|
Restructuring and other charges, net |
|
|
13,035 |
|
|
|
5,717 |
|
|
|
39,649 |
|
|
|
20,257 |
|
|
|
Stock-based compensation (1) |
|
|
42,331 |
|
|
|
42,447 |
|
|
|
121,809 |
|
|
|
122,957 |
|
|
|
Non-cash
interest expense |
|
|
16,141 |
|
|
|
12,829 |
|
|
|
42,912 |
|
|
|
34,044 |
|
|
|
Adjustment to income tax expense |
|
|
(28,716 |
) |
|
|
(21,782 |
) |
|
|
(81,271 |
) |
|
|
(74,709 |
) |
|
|
Costs
associated with IP collaboration agreements |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
4,000 |
|
|
|
Loss on
extinguishment of debt |
|
|
- |
|
|
|
- |
|
|
|
18,565 |
|
|
|
4,851 |
|
|
|
Other |
|
|
2,270 |
|
|
|
2,838 |
|
|
|
7,979 |
|
|
|
12,963 |
|
|
|
Non-GAAP net
income |
|
$ |
79,161 |
|
|
$ |
83,264 |
|
|
$ |
248,828 |
|
|
$ |
252,684 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
diluted net income per share |
|
$ |
0.27 |
|
|
$ |
0.30 |
|
|
$ |
0.85 |
|
|
$ |
0.85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
weighted average common shares outstanding |
|
|
290,592 |
|
|
|
281,786 |
|
|
|
292,107 |
|
|
|
298,830 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nuance Communications, Inc. |
|
Supplemental Financial Information - GAAP to Non-GAAP
Reconciliations, continued |
|
(in thousands) |
|
Unaudited |
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Nine months ended |
|
|
June 30, |
|
June 30, |
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
|
|
|
|
|
|
|
|
|
|
(1) Stock-based
compensation |
|
|
|
|
|
|
|
|
Cost of
professional services and hosting |
$ |
8,385 |
|
$ |
8,112 |
|
|
$ |
24,875 |
|
$ |
23,626 |
|
|
Cost of
product and licensing |
|
104 |
|
|
42 |
|
|
|
298 |
|
|
286 |
|
|
Cost of
maintenance and support |
|
1,130 |
|
|
1,083 |
|
|
|
3,117 |
|
|
3,074 |
|
|
Research
and development |
|
9,610 |
|
|
9,157 |
|
|
|
26,498 |
|
|
27,056 |
|
|
Sales and
marketing |
|
11,981 |
|
|
13,726 |
|
|
|
34,968 |
|
|
37,023 |
|
|
General
and administrative |
|
11,121 |
|
|
10,327 |
|
|
|
32,053 |
|
|
31,892 |
|
|
Total |
$ |
42,331 |
|
$ |
42,447 |
|
|
$ |
121,809 |
|
$ |
122,957 |
|
|
|
|
|
|
|
|
|
|
|
(2) Acquisition-related
revenue and cost of revenue |
|
|
|
|
|
|
|
|
Revenues |
$ |
9,403 |
|
$ |
7,010 |
|
|
$ |
29,288 |
|
$ |
24,445 |
|
|
Cost of
Professional services and hosting |
|
- |
|
|
(550 |
) |
|
|
- |
|
|
(925 |
) |
|
Total |
$ |
9,403 |
|
$ |
6,460 |
|
|
$ |
29,288 |
|
$ |
23,520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nuance Communications, Inc. |
Supplemental Financial Information - GAAP, Non-GAAP
and Pro Forma Reconciliations, continued |
Three Months Ended June 30, 2017 |
(in thousands, except per share amounts) |
Unaudited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As-Reported |
|
Adjustment |
|
Pro Forma |
|
|
|
|
|
|
|
GAAP
revenues (3) |
|
$ |
486,221 |
|
|
$ |
15,389 |
|
|
$ |
501,610 |
|
Acquisition-related revenue adjustments: professional services and
hosting |
|
|
3,258 |
|
|
|
- |
|
|
|
3,258 |
|
Acquisition-related revenue adjustments: product and licensing |
|
|
5,941 |
|
|
|
- |
|
|
|
5,941 |
|
Acquisition-related revenue adjustments: maintenance and
support |
|
|
204 |
|
|
|
- |
|
|
|
204 |
|
Non-GAAP
revenues (3) |
|
$ |
495,624 |
|
|
$ |
15,389 |
|
|
$ |
511,013 |
|
|
|
|
|
|
|
|
GAAP cost of
revenues (4) |
|
$ |
216,213 |
|
|
$ |
1,641 |
|
|
$ |
217,854 |
|
Cost of
revenues from amortization of intangible assets |
|
|
(15,727 |
) |
|
|
- |
|
|
|
(15,727 |
) |
Cost of
revenues adjustments: professional services and hosting (1,2) |
|
|
(8,385 |
) |
|
|
- |
|
|
|
(8,385 |
) |
Cost of
revenues adjustments: product and licensing (1,2) |
|
|
(104 |
) |
|
|
- |
|
|
|
(104 |
) |
Cost of
revenues adjustments: maintenance and support (1) |
|
|
(1,130 |
) |
|
|
- |
|
|
|
(1,130 |
) |
Non-GAAP cost
of revenues (4) |
|
$ |
190,867 |
|
|
$ |
1,641 |
|
|
$ |
192,508 |
|
|
|
|
|
|
|
|
GAAP gross
profit (3,4) |
|
$ |
270,008 |
|
|
$ |
13,748 |
|
|
$ |
283,756 |
|
Gross
profit adjustments |
|
|
34,749 |
|
|
|
- |
|
|
|
34,749 |
|
Non-GAAP gross
profit (3,4) |
|
$ |
304,757 |
|
|
$ |
13,748 |
|
|
$ |
318,505 |
|
|
|
|
|
|
|
|
GAAP income
from operations (3,4,5) |
|
$ |
14,262 |
|
|
$ |
17,152 |
|
|
$ |
31,414 |
|
Gross
profit adjustments |
|
|
34,749 |
|
|
|
- |
|
|
|
34,749 |
|
Research
and development (1) |
|
|
9,610 |
|
|
|
- |
|
|
|
9,610 |
|
Sales and
marketing (1) |
|
|
11,981 |
|
|
|
- |
|
|
|
11,981 |
|
General
and administrative (1,6) |
|
|
11,121 |
|
|
|
1,760 |
|
|
|
12,881 |
|
Acquisition-related costs, net |
|
|
7,646 |
|
|
|
- |
|
|
|
7,646 |
|
Amortization of intangible assets |
|
|
29,160 |
|
|
|
- |
|
|
|
29,160 |
|
Restructuring and other charges, net (5) |
|
|
13,035 |
|
|
|
(5,164 |
) |
|
|
7,871 |
|
Other |
|
|
2,269 |
|
|
|
- |
|
|
|
2,269 |
|
Non-GAAP income
from operations (3,4) |
|
$ |
133,833 |
|
|
$ |
13,748 |
|
|
$ |
147,581 |
|
|
|
|
|
|
|
|
GAAP loss
before income taxes (3,4,5,6) |
|
$ |
(25,227 |
) |
|
$ |
17,152 |
|
|
$ |
(8,075 |
) |
Gross
profit adjustments |
|
|
34,749 |
|
|
|
- |
|
|
|
34,749 |
|
Research
and development (1) |
|
|
9,610 |
|
|
|
- |
|
|
|
9,610 |
|
Sales and
marketing (1) |
|
|
11,981 |
|
|
|
- |
|
|
|
11,981 |
|
General
and administrative (1,6) |
|
|
11,121 |
|
|
|
1,760 |
|
|
|
12,881 |
|
Acquisition-related costs, net |
|
|
7,646 |
|
|
|
- |
|
|
|
7,646 |
|
Amortization of intangible assets |
|
|
29,160 |
|
|
|
- |
|
|
|
29,160 |
|
Restructuring and other charges, net (5) |
|
|
13,035 |
|
|
|
(5,164 |
) |
|
|
7,871 |
|
Non-cash
interest expense |
|
|
16,141 |
|
|
|
- |
|
|
|
16,141 |
|
Other |
|
|
2,269 |
|
|
|
- |
|
|
|
2,269 |
|
Non-GAAP income
before income taxes (3,4) |
|
$ |
110,485 |
|
|
$ |
13,748 |
|
|
$ |
124,233 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3)
Adjustment represents estimated revenues lost due to the Malware
Incident. |
|
|
|
|
|
(4)
Adjustment represents estimated cost of revenues not incurred due
to the Malware Incident. |
|
|
|
(5)
Adjustment represents expenses that would not have been incurred
but for the Malware Incident. |
(6)
Adjustment represents the effect of estimated compensation-related
items that would have been incurred but for the Malware
Incident. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nuance Communications, Inc. |
|
Supplemental Financial Information - GAAP, Non-GAAP
and Pro Forma Reconciliations, continued |
|
Three Months Ended June 30, 2017 |
|
(in thousands, except per share amounts) |
|
Unaudited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As-Reported |
|
Adjustment |
|
Pro Forma |
|
|
|
|
|
|
|
|
|
GAAP provision
for income taxes |
|
$ |
2,609 |
|
|
$ |
- |
|
|
$ |
2,609 |
|
|
Adjustment to income tax expense: |
|
|
|
|
|
|
|
Income
tax effect of Non-GAAP adjustments (7) |
|
|
45,759 |
|
|
|
(1,316 |
) |
|
|
44,443 |
|
|
Removal
of valuation allowance and other items (8) |
|
|
(17,455 |
) |
|
|
6,629 |
|
|
|
(10,826 |
) |
|
Removal
of discrete items |
|
|
412 |
|
|
|
- |
|
|
|
412 |
|
|
Non-GAAP
provision for income taxes (7,8) |
|
$ |
31,325 |
|
|
$ |
5,313 |
|
|
$ |
36,638 |
|
|
|
|
|
|
|
|
|
|
GAAP net
loss (3,4,5,6) |
|
$ |
(27,836 |
) |
|
$ |
17,152 |
|
|
$ |
(10,684 |
) |
|
Acquisition-related adjustment - revenues (2) |
|
|
9,403 |
|
|
|
- |
|
|
|
9,403 |
|
|
Acquisition-related costs, net |
|
|
7,646 |
|
|
|
- |
|
|
|
7,646 |
|
|
Cost of
revenue from amortization of intangible assets |
|
|
15,727 |
|
|
|
- |
|
|
|
15,727 |
|
|
Amortization of intangible assets |
|
|
29,160 |
|
|
|
- |
|
|
|
29,160 |
|
|
Restructuring and other charges, net (5) |
|
|
13,035 |
|
|
|
(5,164 |
) |
|
|
7,871 |
|
|
Stock-based compensation (1,6) |
|
|
42,331 |
|
|
|
1,760 |
|
|
|
44,091 |
|
|
Non-cash
interest expense |
|
|
16,141 |
|
|
|
- |
|
|
|
16,141 |
|
|
Adjustment to income tax expense (7,8) |
|
|
(28,716 |
) |
|
|
(5,313 |
) |
|
|
(34,029 |
) |
|
Other |
|
|
2,270 |
|
|
|
- |
|
|
|
2,270 |
|
|
Non-GAAP net
income (3,4,5,6,7,8) |
|
$ |
79,161 |
|
|
$ |
8,435 |
|
|
$ |
87,596 |
|
|
|
|
|
|
|
|
|
|
GAAP basic and
diluted net loss per share (9) |
|
$ |
(0.10 |
) |
|
$ |
0.06 |
|
|
$ |
(0.04 |
) |
|
|
|
|
|
|
|
|
|
Non-GAAP
diluted net income per share (10) |
|
$ |
0.27 |
|
|
$ |
0.03 |
|
|
$ |
0.30 |
|
|
|
|
|
|
|
|
|
|
GAAP basic and
diluted weighted average common shares outstanding |
|
|
287,856 |
|
|
|
|
|
287,856 |
|
|
|
|
|
|
|
|
|
|
Non-GAAP
diluted weighted average common shares outstanding |
|
|
290,592 |
|
|
|
|
|
290,592 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7)
Adjustment represents tax effect of other expenses that would not
have been incurred but for the Malware Incident. |
|
(8)
Adjustment represents tax effect of estimated lost revenues, cost
of revenues not incurred and other expenses that would not have
been incurred but for the Malware Incident. |
|
(9)
Adjustment to GAAP earnings per share represents the effect related
to estimated lost revenues, cost of revenues compensation-related
items and other expenses that would not have been incurred but for
the Malware Incident. |
|
(10)
Adjustment to Non-GAAP earnings per share represents the effect
related to estimated lost revenues, cost of revenues, and related
taxes that would not have been incurred but for the Malware
Incident. |
|
|
|
|
|
Nuance Communications, Inc. |
|
Supplemental Financial Information - GAAP, Non-GAAP
and Pro Forma Reconciliations, continued |
|
Three Months Ended June 30, 2017 |
|
(in thousands) |
|
Unaudited |
|
|
|
|
|
|
|
|
|
As-Reported |
|
Adjustment |
|
Pro Forma |
|
|
|
|
|
|
|
|
(1) Stock-based
compensation |
|
|
|
|
|
|
Cost of
professional services and hosting |
$ |
8,385 |
|
|
$ |
- |
|
$ |
8,385 |
|
Cost of
product and licensing |
|
104 |
|
|
|
- |
|
|
104 |
|
Cost of
maintenance and support |
|
1,130 |
|
|
|
- |
|
|
1,130 |
|
Research
and development |
|
9,610 |
|
|
|
- |
|
|
9,610 |
|
Sales and
marketing |
|
11,981 |
|
|
|
- |
|
|
11,981 |
|
General
and administrative (6) |
|
11,121 |
|
|
|
1,760 |
|
|
12,881 |
|
Total |
$ |
42,331 |
|
|
$ |
1,760 |
|
$ |
44,091 |
|
|
|
|
|
|
|
|
(2) Acquisition-related
revenue and cost of revenue |
|
|
|
|
|
|
Revenues |
|
9,403 |
|
|
$ |
- |
|
$ |
9,403 |
|
Cost of
Professional services and hosting |
|
- |
|
|
|
- |
|
|
- |
|
Total |
$ |
9,403 |
|
|
$ |
- |
|
$ |
9,403 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nuance Communications, Inc. |
Supplemental Financial Information – GAAP to Non-GAAP
Reconciliations, continued |
(in millions) |
Unaudited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hosting Revenues |
|
Q1 |
|
Q2 |
|
Q3 |
|
Q4 |
|
FY |
|
Q1 |
|
Q2 |
|
Q3 |
|
|
2016 |
|
2016 |
|
2016 |
|
2016 |
|
2016 |
|
2017 |
|
2017 |
|
2017 |
|
GAAP
Revenues……………………………….. |
|
$ |
177.4 |
|
$ |
184.6 |
|
$ |
181.1 |
|
$ |
187.0 |
|
$ |
730.2 |
|
$ |
193.3 |
|
$ |
202.2 |
|
$ |
189.4 |
|
Adjustment
…………….…………………….. |
|
|
2.3 |
|
|
2.5 |
|
|
2.0 |
|
|
2.3 |
|
|
9.1 |
|
|
2.3 |
|
|
2.7 |
|
|
3.1 |
|
Non-GAAP Revenues
…..…………………….. |
|
$ |
179.7 |
|
$ |
187.1 |
|
$ |
183.2 |
|
$ |
189.3 |
|
$ |
739.2 |
|
$ |
195.6 |
|
$ |
204.8 |
|
$ |
192.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maintenance and Support Revenues |
|
Q1 |
|
Q2 |
|
Q3 |
|
Q4 |
|
FY |
|
Q1 |
|
Q2 |
|
Q3 |
|
|
2016 |
|
2016 |
|
2016 |
|
2016 |
|
2016 |
|
2017 |
|
2017 |
|
2017 |
|
GAAP
Revenues……………………………….. |
|
$ |
79.9 |
|
$ |
79.9 |
|
$ |
82.5 |
|
$ |
82.0 |
|
$ |
324.3 |
|
$ |
82.5 |
|
$ |
81.6 |
|
$ |
80.5 |
|
Adjustment
…………….…………………….. |
|
|
0.2 |
|
|
0.1 |
|
|
0.0 |
|
|
0.0 |
|
|
0.4 |
|
|
0.2 |
|
|
0.4 |
|
|
0.2 |
|
Non-GAAP Revenues
…..…………………….. |
|
$ |
80.2 |
|
$ |
80.0 |
|
$ |
82.5 |
|
$ |
82.0 |
|
$ |
324.7 |
|
$ |
82.7 |
|
$ |
82.0 |
|
$ |
80.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Perpetual Product and Licensing Revenues |
|
Q1 |
|
Q2 |
|
Q3 |
|
Q4 |
|
FY |
|
Q1 |
|
Q2 |
|
Q3 |
|
|
2016 |
|
2016 |
|
2016 |
|
2016 |
|
2016 |
|
2017 |
|
2017 |
|
2017 |
|
GAAP
Revenues……………………………….. |
|
$ |
115.2 |
|
$ |
88.0 |
|
$ |
80.9 |
|
$ |
99.5 |
|
$ |
383.6 |
|
$ |
78.7 |
|
$ |
76.5 |
|
$ |
73.5 |
|
Adjustment
…………….…………………….. |
|
|
2.0 |
|
|
2.2 |
|
|
1.4 |
|
|
1.0 |
|
|
6.6 |
|
|
0.7 |
|
|
0.5 |
|
|
0.9 |
|
Non-GAAP Revenues
…..…………………….. |
|
$ |
117.2 |
|
$ |
90.2 |
|
$ |
82.3 |
|
$ |
100.5 |
|
$ |
390.2 |
|
$ |
79.3 |
|
$ |
77.0 |
|
$ |
74.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recurring Product and Licensing Revenues |
|
Q1 |
|
Q2 |
|
Q3 |
|
Q4 |
|
FY |
|
Q1 |
|
Q2 |
|
Q3 |
|
|
2016 |
|
2016 |
|
2016 |
|
2016 |
|
2016 |
|
2017 |
|
2017 |
|
2017 |
|
GAAP
Revenues……………………………….. |
|
$ |
63.9 |
|
$ |
70.6 |
|
$ |
72.1 |
|
$ |
79.1 |
|
$ |
285.6 |
|
$ |
73.1 |
|
$ |
82.8 |
|
$ |
80.8 |
|
Adjustment
…………….…………………….. |
|
|
4.0 |
|
|
3.5 |
|
|
3.3 |
|
|
2.7 |
|
|
13.5 |
|
|
5.1 |
|
|
7.8 |
|
|
5.0 |
|
Non-GAAP Revenues
…..…………………….. |
|
$ |
67.9 |
|
$ |
74.1 |
|
$ |
75.3 |
|
$ |
81.7 |
|
$ |
299.1 |
|
$ |
78.2 |
|
$ |
90.6 |
|
$ |
85.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional Services Revenues |
|
Q1 |
|
Q2 |
|
Q3 |
|
Q4 |
|
FY |
|
Q1 |
|
Q2 |
|
Q3 |
|
|
2016 |
|
2016 |
|
2016 |
|
2016 |
|
2016 |
|
2017 |
|
2017 |
|
2017 |
|
GAAP
Revenues……………………………….. |
|
$ |
49.7 |
|
$ |
55.6 |
|
$ |
61.2 |
|
$ |
58.7 |
|
$ |
225.2 |
|
$ |
60.1 |
|
$ |
56.5 |
|
$ |
62.1 |
|
Adjustment
…………….…………………….. |
|
|
0.3 |
|
|
0.4 |
|
|
0.3 |
|
|
0.2 |
|
|
1.1 |
|
|
0.2 |
|
|
0.1 |
|
|
0.1 |
|
Non-GAAP Revenues
…..…………………….. |
|
$ |
50.0 |
|
$ |
55.9 |
|
$ |
61.5 |
|
$ |
58.9 |
|
$ |
226.3 |
|
$ |
60.3 |
|
$ |
56.7 |
|
$ |
62.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Recurring Revenues |
|
Q1 |
|
Q2 |
|
Q3 |
|
Q4 |
|
FY |
|
Q1 |
|
Q2 |
|
Q3 |
|
|
2016 |
|
2016 |
|
2016 |
|
2016 |
|
2016 |
|
2017 |
|
2017 |
|
2017 |
|
GAAP
Revenues……………………………….. |
|
$ |
326.1 |
|
$ |
339.6 |
|
$ |
339.7 |
|
$ |
352.1 |
|
$ |
1,357.4 |
|
$ |
353.0 |
|
$ |
370.2 |
|
$ |
354.5 |
|
Adjustment
…………….…………………….. |
|
|
6.4 |
|
|
6.2 |
|
|
5.3 |
|
|
5.0 |
|
|
22.9 |
|
|
7.5 |
|
|
11.4 |
|
|
8.7 |
|
Non-GAAP Revenues
…..…………………….. |
|
$ |
332.5 |
|
$ |
345.8 |
|
$ |
345.0 |
|
$ |
357.1 |
|
$ |
1,380.3 |
|
$ |
360.5 |
|
$ |
381.7 |
|
$ |
363.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedules may not add due to rounding. |
Contact Information
For Investors
Christine Marchuska
Nuance Communications, Inc.
Tel: 781-565-5000
Email: christine.marchuska@nuance.com
For Media
Richard Mack
Nuance Communications, Inc.
Tel: 781-565-5000
Email: richard.mack@nuance.com
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