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8-K - 8-K - Nuance Communications, Inc.nuan8-kpressrelease063013.htm
EX-99.2 - EXHIBIT - Nuance Communications, Inc.ex992preparedremarksjune30.htm
Exhibit 99.1

News Release    
 
From Nuance Communications
 
For Immediate Release
Contacts:
 

For Investors
Kevin Faulkner
Nuance Communications, Inc.
Tel: 408-992-6100
Email: kevin.faulkner@nuance.com

For Press and Investors
Richard Mack
Nuance Communications, Inc.
Tel: 781-565-5000
Email: richard.mack@nuance.com

Nuance Announces Third Quarter Fiscal 2013 Results

Nuance Delivers 9.5% Revenue Growth; Key Wins in Recurring Businesses
Demonstrate Increasing Market Penetration and Position Nuance for Improved FY 14 Growth

BURLINGTON, Mass., August 6, 2013 - Nuance Communications, Inc. (NASDAQ: NUAN) today announced financial results for its third quarter fiscal 2013, ended June 30, 2013.

Nuance reported GAAP revenue of $469.8 million in the third quarter fiscal 2013, an 8.8% increase over GAAP revenue of $431.7 million in the third quarter of fiscal 2012.  Nuance reported non‑GAAP revenue of $490.8 million, which includes $21.0 million in revenue lost to accounting treatment in conjunction with acquisitions.  Third quarter fiscal 2013 non‑GAAP revenue grew 9.5% over non‑GAAP revenue of $448.2 million in the third quarter of fiscal 2012.

In the third quarter of fiscal 2013, Nuance recognized GAAP net loss of ($35.0) million, or ($0.11) per share, compared with GAAP net income of $79.3 million, or $0.25 per diluted share, in the third quarter of fiscal 2012. In the third quarter of fiscal 2013, Nuance reported non-GAAP net income of $109.5 million, or $0.34 per diluted share, compared to non-GAAP net income of $143.7 million, or $0.45 per diluted share, in the third quarter of fiscal 2012. Nuance's third quarter fiscal 2013 non‑GAAP operating margin was 28.1%, down from 36.1% in the third quarter of fiscal 2012. Nuance reported cash flow from operations of $85.5 million in the third quarter of fiscal 2013, down from $141.5 million in the third quarter of fiscal 2012. Nuance ended the third quarter of fiscal 2013 with a balance of cash and cash equivalents of $873.1 million.

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

“Nuance's revenue improved in the third quarter, and strong third quarter design wins and bookings in our recurring revenue streams position us well for improved performance in fiscal 2014,” said Paul Ricci, Nuance Chairman and CEO. “We continued to deliver innovative solutions and drive market penetration in strategic markets such as connected cars, voice-enabled televisions, healthcare revenue cycle management, mobile customer care and voice biometrics.”

Highlights from the quarter include:
Healthcare - For Nuance's healthcare solutions, third quarter fiscal 2013 non-GAAP revenue was $238.1 million, up 29.1% from the third quarter of fiscal 2012. We secured new business with key healthcare customers including Capella Healthcare, Catholic Health Initiatives, Cerner, Health and Human Services

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Commission, Lehigh Valley Human Services, Prime Healthcare Services, St. Francis Health, St. Luke's Hospital, UNC Health Care and UPMC.
Mobile & Consumer - For Nuance's mobile and consumer solutions, third quarter fiscal 2013 non-GAAP revenue was $111.0 million, down 16.2% from the third quarter of fiscal 2012. We secured new business or design wins with key mobile customers including Airbiquity, Amazon, AMD, Apple, Bell Canada, Ford, HTC, Huawei, Hyundai, Intel, Lear, Mahindra, Mobis, Motorola, Navigon, OnStar, Optus, Samsung, Subaru, TCL, Toyota, TP Vision and XL Communications.
Enterprise - For Nuance's enterprise solutions, third quarter fiscal 2013 non-GAAP revenue was $78.9 million, up 5.9% from the third quarter of fiscal 2012. We secured new business with key enterprise customers including Banco Santander, Barclays, Carefirst of Maryland, Caremark, CenterPoint Energy, Cigna, Dell, E-Plus, Garanti Bank, Geico, HM Revenue & Customs, Huawei, Optus, PNC Bank, T-Mobile, Talk Talk, Telstra, Time Warner, Travelers, USAA and WellPoint.
Imaging - For Nuance's document imaging solutions, third quarter fiscal 2013 non-GAAP revenue was $62.8 million, up 10.6% from the third quarter of fiscal 2012. We secured new business with key imaging customers including Foley, HSBC, IBM, Lloyd's, Motorola, Sanofi and Travelers.
    
Conference Call and Prepared Remarks
Nuance 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.

As previously scheduled, the conference call will begin today, August 6, 2013 at 5:00 pm EDT and will include only brief comments followed by questions and answers. The prepared remarks will not be read on the call. To access the live broadcast, please visit the Investor Relations section of Nuance's Website at www.nuance.com. The call can also be heard by dialing (800) 230-1074 or (612) 234-9960 at least five minutes prior to the call and referencing code 296887. 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 296887.

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, the Nuance logo, Dragon Medical and eScription 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.

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: fluctuations in demand for our existing and future products; economic conditions in the United States and internationally; our ability to control and successfully manage our expenses and cash position; the effects of competition, including pricing pressure; possible defects in our products and technologies; our ability to successfully integrate operations and employees of acquired businesses; 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, 2012 and our quarterly reports filed with the

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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.

The information included in this press release should not be viewed as a substitute for full GAAP financial statements.

Discussion of Non-GAAP Financial Measures
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. 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 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 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 revenue and earnings per share. Consistent with this approach, we believe that disclosing non-GAAP revenue and non-GAAP earnings per share to the readers of our financial statements provides such readers with useful supplemental data that, while not a substitute for GAAP revenue and earnings per share, 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, 2013 and 2012, and, in particular, in evaluating our revenue and earnings per share, our management has either included or excluded items in six 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 Equitrac, J.A. Thomas and Quantim for the three months ended June 30, 2013 and primarily from SafeCom, Quantim and J.A. Thomas for the nine months ended June 30, 2013, that would otherwise have been recognized but for the purchase accounting treatment of these transactions. Non-GAAP revenue also includes revenue that we would have otherwise 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

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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 are included in the following categories: (i) transition and integration costs; (ii) professional service fees; 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, earn-out payments treated as compensation expense, as well as the costs of integration-related services, including services provided by third parties.

(ii) Professional service fees. Professional service fees include third party costs related to the acquisition, and legal and other professional service fees associated with 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.

Costs Associated with IP Collaboration Agreement.
In order to gain access to a third party's extensive speech recognition technology and natural language and semantic processing technology, we have entered into IP collaboration agreements, with terms ranging between five and six years. Depending on the agreement, some or all intellectual property derived from these collaborations will be jointly owned by the two parties. For the majority of the developed intellectual property, we will have sole rights to commercialize such intellectual property for periods ranging between two to six years, depending on the agreement. For non-GAAP purposes, 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, outside of our normal, organic, continuing operating activities, and are therefore presenting this supplemental information 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. Although our bonus program and other performance-based incentives for executives are based on the non-GAAP results that exclude these costs, certain engineering senior management are responsible for execution and results of the collaboration agreement and have incentives based on those results.


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Non-Cash Expenses.
We provide non-GAAP information relative to the following non-cash expenses: (i) stock-based compensation; (ii) certain accrued interest; and (iii) certain accrued income taxes. These items are further discussed as follows:

(i) Stock-based compensation. Because of varying available valuation methodologies, subjective assumptions and the variety of award types, we believe that the exclusion of stock-based compensation allows for more accurate comparisons of operating results to peer companies, as well as to times in our history when stock-based compensation was more or less significant as a portion of overall compensation than in the current period. We evaluate performance both with and without these measures because compensation expense related to stock-based compensation is typically non-cash and the options and restricted 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 and iii) Certain accrued interest and income taxes. We also exclude certain accrued interest and certain accrued income taxes because we believe that excluding these non-cash expenses provides senior 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. These non-cash expenses will continue in future periods.

Other Expenses.
We exclude certain other expenses that are the result of unplanned events to measure operating performance and current and future liquidity both with and without these expenses; and therefore, by providing this information, we believe management and the users of the financial statements are better able to understand the financial results of what we consider to be our organic, continuing operations. Included in these expenses are items such as restructuring charges, asset impairments and other charges (credits), net. These events are unplanned and arose outside of the ordinary course of continuing operations. These items also include adjustments from changes in fair value of share-based instruments relating to the issuance of our common stock with security price guarantees payable in cash. Other items such as gains or losses on non-controlling strategic equity interests and contributions of $4.6 million 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, are also excluded.

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.

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 June 30,
 
Nine months ended June 30,
 
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
Product and licensing
 
$
191,568

 
$
190,299

 
$
561,363

 
$
531,499

Professional services and hosting
 
210,423
 
181,940
 
623,992
 
477,057
Maintenance and support
 
67,778
 
59,505
 
197,681
 
174,172
    Total revenues
 
469,769

 
431,744
 
1,383,036
 
1,182,728
 
 
 
 
 
 
 
 
 
Cost of revenues:
 
 
 
 
 
 
 
 
Product and licensing
 
25,844
 
16,669
 
75,096
 
53,124
Professional services and hosting
 
140,441
 
115,205
 
404,131
 
302,580
Maintenance and support
 
12,586
 
11,093
 
40,481
 
33,006
Amortization of intangible assets
 
15,187
 
14,933
 
48,107
 
44,734
    Total cost of revenues
 
194,058

 
157,900
 
567,815
 
433,444
 
 
 
 
 
 
 
 
 
Gross profit
 
275,711

 
273,844
 
815,221
 
749,284
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
Research and development
 
73,134
 
56,084
 
214,408
 
162,130
Sales and marketing
 
98,889
 
93,156
 
314,372
 
267,907
General and administrative
 
50,754
 
43,016
 
125,528
 
115,480
Amortization of intangible assets
 
27,303
 
25,917
 
78,730
 
71,025
Acquisition-related (income) costs, net
 
(8,458)
 
16,775
 
22,723
 
46,372
Restructuring and other charges, net
 
7,940
 
1,402
 
14,669
 
6,802
   Total operating expenses
 
249,562

 
236,350
 
770,430
 
669,716
 
 
 
 
 
 
 
 
 
Income from operations
 
26,149

 
37,494
 
44,791
 
79,568
 
 
 
 
 
 
 
 
 
Other expense, net
 
(34,133)
 
(6,129)
 
(108,606)
 
(35,915)
 
 
 
 
 
 
 
 
 
(Loss) income before income taxes
 
(7,984)

 
31,365
 
(63,815)
 
43,653
 
 
 
 
 
 
 
 
 
Provision (benefit) from income taxes
 
26,990
 
(47,899)
 
19,103
 
(45,841)
 
 
 
 
 
 
 
 
 
Net (loss) income
 
$
(34,974
)
 
$
79,264

 
$
(82,918
)
 
$
89,494

 
 
 
 
 
 
 
 
 
Net (loss) income per share:
 
 
 
 
 
 
 
 
Basic
 
$
(0.11
)
 
$
0.26

 
$
(0.26
)
 
$
0.29

Diluted
 
$
(0.11
)
 
$
0.25

 
$
(0.26
)
 
$
0.28

 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding:
 
 
 
 
 
 
 
 
Basic
 
315,441
 
306,766
 
314,348
 
305,364
Diluted
 
315,441
 
320,559
 
314,348
 
321,752


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Nuance Communications, Inc.
Condensed Consolidated Balance Sheets
(in thousands)

 
 
June 30, 2013
 
September 30, 2012
 
 
 
Unaudited
 
 
ASSETS
 
 
 
 
Current assets:
 
 
 
 
 
Cash and cash equivalents
 
$
873,051

 
$
1,129,761

 
Accounts receivable, net
 
379,953

 
381,417

 
Prepaid expenses and other current assets
 
171,606

 
190,128

 
Total current assets
 
1,424,610

 
1,701,306

 
 
 
 
 
 
Land, building and equipment, net
 
137,541

 
116,134

Goodwill
 
3,264,186

 
2,955,477

Intangible assets, net
 
959,813

 
906,538

Other assets
 
200,688

 
119,585

 
Total assets
 
$
5,986,838

 
$
5,799,040

 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
Current portion of long-term debt
 
$
4,816

 
$
148,542

 
Redeemable convertible debentures
 

 
231,552

 
Contingent and deferred acquisition payments
 

 
49,685

 
Accounts payable and accrued expenses
 
317,907

 
328,374

 
Deferred revenue
 
266,056

 
206,610

 
Total current liabilities
 
588,779

 
964,763

 
 
 
 
 
 
Long-term portion of debt
 
2,343,567

 
1,735,811

Deferred revenue, net of current portion
 
130,419

 
108,481

Other liabilities
 
268,649

 
243,279

 
Total liabilities
 
3,331,414

 
3,052,334

 
 
 
 
 
 
Equity component of currently redeemable convertible debentures
 

 
18,430

Stockholders' equity
 
2,655,424

 
2,728,276

 
Total liabilities and stockholders' equity
 
$
5,986,838

 
$
5,799,040




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Nuance Communications, Inc.
Consolidated Statements of Cash Flows
(in thousands)
Unaudited
 
 
Three months ended June 30,
 
Nine months ended June 30,
 
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
Cash flows from operating activities:
 
 
 
 
 
 
 
 
Net (loss) income
 
$
(34,974
)
 
$
79,264

 
$
(82,918
)
 
$
89,494

Adjustments to reconcile net (loss) income to net cash provided by operating activities:
 
 
 
 
 
 
 
 
Depreciation and amortization
 
52,533

 
49,228

 
155,109

 
139,518

Stock-based compensation
 
39,195

 
45,608

 
114,108

 
116,416

Non-cash interest expense
 
9,346

 
8,724

 
28,923

 
24,788

Deferred tax provision (benefit)
 
23,049

 
(47,970
)
 
(1,179
)
 
(59,200
)
Loss (Gain) on non-controlling strategic equity interest
 
790

 
(13,726
)
 
790

 
(13,726
)
Other
 
(9,538
)
 
2,100

 
(10,640
)
 
3,512

Changes in operating assets and liabilities, net of effects from acquisitions:
 
 
 
 
 
 
 
 
Accounts receivable
 
(3,568
)
 
968

 
26,713

 
(33,330
)
Prepaid expenses and other assets
 
(732
)
 
3,169

 
(12,249
)
 
(980
)
Accounts payable
 
(21,962
)
 
6,651

 
(19,815
)
 
22,492

Accrued expenses and other liabilities
 
19,581

 
14,698

 
29,082

 
11,735

Deferred revenue
 
11,761

 
(7,224
)
 
73,591

 
30,824

Net cash provided by operating activities
 
85,481

 
141,490

 
301,515

 
331,543

Cash flows from investing activities:
 
 
 
 
 
 
 
 
Capital expenditures
 
(12,089
)
 
(14,234
)
 
(41,677
)
 
(52,009
)
Payments for business and technology acquisitions, net of cash acquired
 
(100,512
)
 
(538,984
)
 
(574,771
)
 
(665,817
)
Purchases of marketable securities and other investments
 
(629
)
 
(5,156
)
 
(448
)
 
(5,156
)
Proceeds from sales and maturities of marketable securities and other investments

 
10,252

 

 
31,011

Change in restricted cash balances
 

 

 

 
6,747

Net cash used in investing activities
 
(113,230
)
 
(548,122
)
 
(616,896
)
 
(685,224
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
Payments of debt
 
(1,230
)
 
(1,653
)
 
(147,353
)
 
(5,259
)
Proceeds from long-term debt, net of issuance costs
 
(644
)
 
(20
)
 
351,748

 
676,297

Payments for repurchases of common stock
 
(103,036
)
 

 
(103,036
)
 
(199,997
)
(Payments for) proceeds from settlement of share-based derivatives, net
 

 

 
(3,801
)
 
9,020

Payments of other long-term liabilities
 
(309
)
 
(2,754
)
 
(1,629
)
 
(8,145
)
Excess tax benefits on employee equity awards
 

 
(11,083
)
 

 
(4,083
)
Proceeds from issuance of common stock from employee stock plans
 
5,646

 
1,432

 
18,731

 
18,863

Cash used to net share settle employee equity awards
 
(4,071
)
 
(2,986
)
 
(53,589
)
 
(39,125
)
Net cash (used in) provided by financing activities
 
(103,644
)
 
(17,064
)
 
61,071

 
447,571

Effects of exchange rate changes on cash and cash equivalents
 
(858
)
 
(3,489
)
 
(2,400
)
 
(1,559
)
Net (decrease) increase in cash and cash equivalents
 
(132,251
)
 
(427,185
)
 
(256,710
)
 
92,331

Cash and cash equivalents at beginning of period
 
1,005,302

 
966,740

 
1,129,761

 
447,224

Cash and cash equivalents at end of period
 
$
873,051

 
$
539,555

 
$
873,051

 
$
539,555



8


Nuance Communications, Inc.
Supplemental Financial Information - GAAP to Non-GAAP Reconciliations
(in thousands, except per share amounts)
Unaudited
 
 
Three months ended
June 30,
 
Nine months ended
 June 30,
 
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
GAAP revenue
 
$
469,769

 
$
431,744

 
$
1,383,036

 
$
1,182,728

Acquisition-related revenue adjustments: product and licensing
 
13,929

 
13,521

 
59,383

 
56,436

Acquisition-related revenue adjustments: professional services and hosting
 
5,976

 
1,111

 
20,869

 
3,089

Acquisition-related revenue adjustments: maintenance and support
 
1,121

 
1,831

 
3,952

 
5,724

Non-GAAP revenue
 
$
490,794

 
$
448,207

 
$
1,467,241

 
$
1,247,977

 
 
 
 
 
 
 
 
 
GAAP cost of revenue
 
$
194,058

 
$
157,900

 
$
567,815

 
$
433,444

Cost of revenue from amortization of intangible assets
 
(15,187
)
 
(14,933
)
 
(48,107
)
 
(44,734
)
Cost of revenue adjustments: product and licensing (1,2)
 
1,148

 
1,785

 
5,161

 
6,133

Cost of revenue adjustments: professional services and hosting (1,2)
 
(5,031
)
 
(6,652
)
 
(11,214
)
 
(17,163
)
Cost of revenue adjustments: maintenance and support (1,2)
 
(558
)
 
(321
)
 
(3,091
)
 
(626
)
Non-GAAP cost of revenue
 
$
174,430

 
$
137,779

 
$
510,564

 
$
377,054

 
 
 
 
 
 
 
 
 
GAAP gross profit
 
$
275,711

 
$
273,844

 
$
815,221

 
$
749,284

Gross profit adjustments
 
40,653

 
36,584

 
141,456

 
121,639

Non-GAAP gross profit
 
$
316,364

 
$
310,428

 
$
956,677

 
$
870,923

 
 
 
 
 
 
 
 
 
GAAP income from operations
 
$
26,149

 
$
37,494

 
$
44,791

 
$
79,568

Gross profit adjustments
 
40,653

 
36,584

 
141,456

 
121,639

Research and development (1)
 
8,700

 
7,454

 
25,409

 
19,307

Sales and marketing (1)
 
13,261

 
13,887

 
42,634

 
36,094

General and administrative (1)
 
11,102

 
17,165

 
30,155

 
42,995

Amortization of intangible assets
 
27,303

 
25,917

 
78,730

 
71,025

Costs associated with IP collaboration agreements
 
4,937

 
5,250

 
15,645

 
15,750

Acquisition-related costs, net
 
(8,458
)
 
16,775

 
22,723

 
46,372

Restructuring and other charges, net
 
7,940

 
1,402

 
14,669

 
6,802

Other
 
6,189

 

 
6,189

 

Non-GAAP income from operations
 
$
137,776

 
$
161,928

 
$
422,401

 
$
439,552

 
 
 
 
 
 
 
 
 
GAAP provision (benefit) from income taxes
 
$
26,990

 
$
(47,899
)
 
$
19,103

 
$
(45,841
)
Non-cash taxes
 
(22,438
)
 
54,900

 
(2,615
)
 
63,142

Non-GAAP provision for income taxes
 
$
4,552

 
$
7,001

 
$
16,488

 
$
17,301

 
 
 
 
 
 
 
 
 
GAAP net (loss) income
 
$
(34,974
)
 
$
79,264

 
$
(82,918
)
 
$
89,494

Acquisition-related adjustment - revenue (2)
 
21,025

 
16,463

 
84,205

 
65,249

Acquisition-related adjustment - cost of revenue (2)
 
(1,691
)
 
(1,914
)
 
(6,766
)
 
(6,364
)
Acquisition-related costs, net
 
(8,458
)
 
16,775

 
22,723

 
46,372

Cost of revenue from amortization of intangible assets
 
15,187

 
14,933

 
48,107

 
44,734

Amortization of intangible assets
 
27,303

 
25,917

 
78,730

 
71,025

Non-cash stock-based compensation (1)
 
39,195

 
45,608

 
114,108

 
116,416

Non-cash interest expense, net
 
9,346

 
8,724

 
28,923

 
24,788

Non-cash income taxes
 
22,438

 
(54,900
)
 
2,615

 
(63,142
)
Costs associated with IP collaboration agreements
 
4,937

 
5,250

 
15,645

 
15,750

Change in fair value of share-based instruments
 
228

 
(112
)
 
5,753

 
(6,350
)
Loss (Gain) on non-controlling strategic equity interests
 
790

 
(13,726
)
 
790

 
(13,726
)
Restructuring and other charges, net
 
7,940

 
1,402

 
14,669

 
6,802

Other
 
6,189

 

 
6,189

 

Non-GAAP net income
 
$
109,455

 
$
143,684

 
$
332,773

 
$
391,048

 
 
 
 
 
 
 
 
 
Non-GAAP diluted net income per share
 
$
0.34

 
$
0.45

 
$
1.03

 
$
1.22

 
 
 
 
 
 
 
 
 
Diluted weighted average common shares outstanding
 
323,219

 
320,559

 
323,741

 
321,752

 
 
 
 
 
 
 
 
 
Schedules may not add due to rounding.

9





Nuance Communications, Inc.
Supplemental Financial Information - GAAP to Non-GAAP Reconciliations, continued
(in thousands)
Unaudited
 
Three months ended June 30,
 
Nine months ended June 30,
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
(1) Non-Cash Stock-Based Compensation
 
 
 
 
 
 
 
Cost of product and licensing
$
145

 
$
16

 
$
498

 
$
118

Cost of professional services and hosting
5,429

 
6,765

 
12,321

 
17,276

Cost of maintenance and support
558

 
321

 
3,091

 
626

Research and development
8,700

 
7,454

 
25,409

 
19,307

Sales and marketing
13,261

 
13,887

 
42,634

 
36,094

General and administrative
11,102

 
17,165

 
30,155

 
42,995

   Total
$
39,195

 
$
45,608

 
$
114,108

 
$
116,416

 
 
 
 
 
 
 
 
(2) Acquisition-Related Revenue and Cost of Revenue
 
 
 
 
 
 
 
Revenue
$
21,025

 
$
16,463

 
$
84,205

 
$
65,249

Cost of product and licensing
(1,293
)
 
(1,801
)
 
(5,659
)
 
(6,251
)
Cost of professional services and hosting
(398
)
 
(113
)
 
(1,107
)
 
(113
)
   Total
$
19,334

 
$
14,549

 
$
77,439

 
$
58,885

 
 
 
 
 
 
 
 






10


Nuance Communications, Inc.
Supplemental Financial Information – GAAP to Non-GAAP Reconciliations, continued
(in millions)
Unaudited

Healthcare
 
Q1
 
Q2
 
Q3
 
Q4
 
FY
 
Q1
 
Q2
 
Q3
 
 
2012
 
2012
 
2012
 
2012
 
2012
 
2013
 
2013
 
2013
GAAP Revenue
 

$145.1

 

$149.7

 

$184.5

 

$189.3

 

$668.6

 

$204.7

 

$219.1

 
230.0

Adjustment
 

$0.2

 

$0.2

 

$0.0

 

$0.4

 

$0.8

 

$12.7

 

$10.2

 
8.1

Non-GAAP Revenue
 

$145.3

 

$149.9

 

$184.5

 

$189.7

 

$669.4

 

$217.4

 

$229.3

 
238.1

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mobile & Consumer
 
Q1
 
Q2
 
Q3
 
Q4
 
FY
 
Q1
 
Q2
 
Q3
 
 
2012
 
2012
 
2012
 
2012
 
2012
 
2013
 
2013
 
2013
GAAP Revenue
 

$103.4

 

$110.3

 

$126.0

 

$143.2

 

$483.0

 

$128.8

 

$113.0

 
108.7

Adjustment
 

$5.1

 

$4.8

 

$6.4

 

$9.0

 

$25.3

 

$2.9

 

$3.2

 
2.3

Non-GAAP Revenue
 

$108.5

 

$115.1

 

$132.4

 

$152.2

 

$508.3

 

$131.7

 

$116.2

 
111.0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Enterprise
 
Q1
 
Q2
 
Q3
 
Q4
 
FY
 
Q1
 
Q2
 
Q3
 
 
2012
 
2012
 
2012
 
2012
 
2012
 
2013
 
2013
 
2013
GAAP Revenue
 

$72.2

 

$79.6

 

$74.1

 

$89.1

 

$315.0

 

$83.7

 

$72.9

 
78.1

Adjustment
 

$3.6

 

$11.8

 

$0.4

 

$1.2

 

$17.0

 

$0.0

 

$1.6

 
0.8

Non-GAAP Revenue
 

$75.8

 

$91.4

 

$74.5

 

$90.3

 

$332.0

 

$83.7

 

$74.5

 
78.9

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Imaging
 
Q1
 
Q2
 
Q3
 
Q4
 
FY
 
Q1
 
Q2
 
Q3
 
 
2012
 
2012
 
2012
 
2012
 
2012
 
2013
 
2013
 
2013
GAAP Revenue
 

$39.9

 

$50.7

 

$47.1

 

$47.2

 

$184.9

 

$45.1

 

$46.0

 
53.0

Adjustment
 

$12.5

 

$10.6

 

$9.7

 

$10.7

 

$43.5

 

$14.5

 

$18.0

 
9.8

Non-GAAP Revenue
 

$52.4

 

$61.3

 

$56.8

 

$57.9

 

$228.4

 

$59.6

 

$64.0

 
62.8


Schedules may not add due to rounding.



11