Nuance Announces Second Quarter 2020 Results

BURLINGTON, Mass., May 7, 2020 /PRNewswire/ -- Nuance Communications, Inc. (NASDAQ: NUAN) today announced financial results for its second quarter ended March 31, 2020.

Q2 2020 Performance Summary

    --  GAAP revenue of $369.3 million and GAAP earnings per diluted share of
        $(0.05).
    --  Non-GAAP revenue of $369.5 million and non-GAAP earnings per diluted
        share of $0.21.

"Despite COVID-19, we had another excellent quarter, with revenue and EPS exceeding the high end of our guidance," said Mark Benjamin, Chief Executive Officer at Nuance. "We achieved 11% year-over-year organic revenue growth, with strength from both our Healthcare and Enterprise segments. Enterprise reported 19% annual revenue growth, the highest in 10 years, driven by our Intelligent Engagement solutions. Healthcare revenue grew 10% year-over-year, driven by strong growth in Dragon Medical cloud and increased demand from our newer cloud-based solutions, PowerScribe One and CDE One.

In line with our capital allocation focus, we repurchased 3.8 million shares of common stock and paid down $170 million of debt during the quarter. This occurred before these programs were put on hold in March when the COVID-19 pandemic escalated. We ended the quarter with a strong cash position and remain confident in the resiliency of our highly recurring business model.

Given our compelling financial and operating position, we fully expect to weather the disruption of this pandemic. However, we also expect a near-term impact on our business, particularly within Healthcare, given the significant reduction in elective procedures and the reprioritization of initiatives by hospitals to focus on COVID-19. As such, we have revised our full-year guidance.

Despite the uncertain near-term operating environment, I believe the markets we serve will expand post COVID-19 as our customers appreciate the critical need for AI-based solutions, remote access capabilities for healthcare workers, and increased demand for telehealth, and security and fraud protection solutions. We remain an incredibly resilient company, and I am confident that we will emerge from this pandemic stronger."

Q2 2020 Performance Summary
Q2 2020 results for continuing operations include:

    --  Revenue of $369.3 million, compared to $336.6 million in the same period
        last year.
    --  Non-GAAP revenue of $369.5 million, compared to $336.9 million in the
        same period last year.
    --  Organic revenue growth of 11% compared to the same period last year.
    --  GAAP EPS of $(0.05), compared to $(0.10) in the same period last year.
    --  Non-GAAP EPS of $0.21, compared to $0.11 in the same period last year.
    --  GAAP net loss of $13.5 million, compared to a net loss of $28.4 million
        in the same period last year.
    --  Non-GAAP net income of $59.7 million, compared to $30.8 million in the
        same period last year.
    --  GAAP operating margin of 6.8%, compared to (0.5)% in the same period
        last year.
    --  Non-GAAP operating margin of 22.7%, compared to 17.0% in the same period
        last year.
    --  Operating cash flows from continuing operations was $87.9 million,
        compared to $79.5 million in the same period last year.

Capital Allocation
In the second quarter of 2020, we repurchased approximately 3.8 million shares of common stock at an average price of $20.40 per share for total consideration of $76.8 million. From the beginning of the fiscal year through March 31, 2020, the Company repurchased a total of 9.5 million shares of its common stock, at an average price of $17.89 per share, for aggregate consideration of $169.2 million. As of March 31, 2020, there was $261.2 million available under our existing authorization for share repurchases.

During the second quarter of fiscal year 2020, we also repurchased $87.3 million of 2025 convertible debentures, $36.5 million 2035 convertible debentures, and redeemed the remaining $46.6 million of the 2031 convertible debentures. In addition, in an effort to protect our financial strength as the COVID-19 pandemic escalated, we drew $230 million from our revolving credit facility. This brought our total cash and marketable securities balance to approximately $526 million at quarter end.

For a complete discussion of Nuance's results and business outlook, please see the Company's Prepared Remarks document available at http://www.nuance.com/earnings-results/.

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

Conference Call and Prepared Remarks
Nuance will host a conference call today at 5:00 p.m. ET. To participate, please access the live webcast here, or dial (877) 273-6124 (US and Canada) or (647) 689-5393 (international) and reference code 9089263.

Nuance will provide a copy of Prepared Remarks in combination with its press release. These remarks are offered to provide shareholders and analysts additional detail for analyzing the results. The remarks are available at http://investors.nuance.com/ and will not be read on the call.

About Nuance Communications, Inc.
Nuance Communications (NASDAQ: NUAN) is the pioneer and leader in conversational AI innovations that bring intelligence to everyday work and life. The company delivers solutions that understand, analyze, and respond to people - amplifying human intelligence to increase productivity and security. With decades of domain and AI expertise, Nuance works with thousands of organizations globally across healthcare, financial services, telecommunications, government, and retail - to create stronger relationships and better experiences for their customers and workforce. 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.

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," "intends" 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: the impact of the COVID-19 pandemic, the effects of competition, including pricing pressure, and changing business models in the markets and industries in which we operate; fluctuations in demand for our existing and future products; changes to economic, political, and regulatory conditions in the United States and internationally; our ability to attract and retain key personnel; further unanticipated costs resulting from our FY17 malware incident including potential costs associated with governmental investigations that may result from the incident; our ability to control and successfully manage our expenses and cash position; potential future cybersecurity and data privacy incidents or breaches; our ability to comply with applicable domestic and international laws and policies; fluctuating currency rates; possible quality issues in our products and technologies; our ability to realize anticipated synergies from acquired businesses, to cut stranded costs related to divested businesses, and to capture the expected value from strategic transactions including the spin-off of our Automotive business; and the other factors described in our most recent Form 10-K, 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 non-GAAP ("Generally Accepted Accounting Principles") 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 not only to 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.

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 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 months ended March 31, 2020 and 2019, 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 that include revenue that we would have recognized but for the purchase accounting treatment of acquisition 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, that would not otherwise have been incurred. We provide supplementary non-GAAP financial measures, which exclude certain transition, integration and other acquisition-related expense items resulting from acquisitions, to allow more accurate comparisons of the financial results to historical operations, forward looking guidance and the financial results of less acquisitive peer companies. We consider these types of costs and adjustments, to a great extent, to be unpredictable and dependent on a significant number of factors that are outside of our control. Furthermore, we do not consider these acquisition-related costs and adjustments to be related to the organic continuing operations of the acquired businesses and are generally not relevant to assessing or estimating the long-term performance of the acquired assets. In addition, the size, complexity and/or volume of past acquisitions, which often drives the magnitude of acquisition related costs, may not be indicative of the size, complexity and/or volume of future acquisitions. By excluding acquisition-related costs and adjustments from our non-GAAP measures, management is better able to evaluate our ability to utilize our existing assets and estimate the long-term value that acquired assets will generate for us. We believe that providing a supplemental non-GAAP measure, which excludes these items allows management and investors to consider the ongoing operations of the business both with, and without, such expenses.

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


              
            (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:


     (i)  Stock-based compensation. Because of
            varying valuation methodologies,
            subjective assumptions and the
            variety of award types, we believe
            that excluding 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) Non-cash interest. We exclude non-
            cash interest because we believe
            that excluding this expense 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. 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 restructuring charges, asset impairments and other charges (credits), net, and losses from extinguishing our convertible debt. Other items such as consulting and professional services fees related to assessing strategic alternatives and our transformation programs, implementation of the new revenue recognition standard (ASC 606), and expenses associated with the malware incident and remediation thereof are also excluded.

Non-GAAP income tax provision.
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.

Contact Information

For Investors
Tracy Krumme
Nuance Communications, Inc.
Tel: 781-565-4334
Email: tracy.krumme@nuance.com

For Press
Nancy Scott
Nuance Communications, Inc.
Tel: 781-565-4130
Email: nancy.scott@nuance.com

Financial Tables Follow


                                                                                     
              Nuance Communications, Inc.


                                                                           
              Condensed Consolidated Statements of Operations


                                                                              
              (in thousands, except per share amounts)


                                                                                              
              Unaudited




                                                              Three Months Ended March 31,                           Six Months Ended March 31,



                                                                                      2020                                                  2019       2020        2019





                   Revenues:


      Hosting and professional
       services                                                                   $235,514                                              $217,527   $465,991    $445,244


      Product and licensing                                                         69,599                                                58,226    194,779     174,115


      Maintenance and support                                                       64,224                                                60,831    126,800     136,900



         Total revenues                                                           369,337                                               336,584    787,570     756,259



                   Cost of revenues:


      Hosting and professional
       services                                                                    133,196                                               134,294    268,986     270,892


      Product and licensing                                                          9,316                                                 9,373     43,494      41,778


      Maintenance and support                                                        7,965                                                 8,911     15,759      16,672


      Amortization of intangible
       assets                                                                        6,616                                                 6,681     13,243      14,037


          Total cost of revenues                                                   157,093                                               159,259    341,482     343,379




     Gross profit                                                                 212,244                                               177,325    446,088     412,880



                   Operating expenses:


      Research and development                                                      57,909                                                45,758    114,462      92,624



     Sales and marketing                                                           71,024                                                67,683    137,496     135,053


      General and administrative                                                    38,376                                                39,857     76,690      83,323


      Amortization of intangible
       assets                                                                       11,821                                                13,824     24,370      27,666


      Acquisition-related costs,
       net                                                                           1,680                                                 2,051      2,847       4,652


      Restructuring and other
       charges, net                                                                  6,329                                                 9,858     13,012      24,499


         Total operating expenses                                                  187,139                                               179,031    368,877     367,817



      Income (loss) from operations                                                 25,105                                               (1,706)    77,211      45,063



     Other expenses, net                                                         (23,805)                                             (27,282)  (57,474)   (58,170)



      Income (loss) before income
       taxes                                                                         1,300                                              (28,988)    19,737    (13,107)


      Provision (benefit) for income
       taxes                                                                        14,810                                                 (591)  (21,630)      1,409



      Net (loss) income from
       continuing operations                                                      (13,510)                                             (28,397)    41,367    (14,516)


      Net income (loss) from
       discontinued operations                                                                                                          105,729    (6,192)    110,938


                   Net (loss) income                                             $(13,510)                                              $77,332    $35,175     $96,422





                   Net (loss) income per common
                    share -basic:


      Continuing operations                                                        $(0.05)                                              $(0.10)     $0.15     $(0.05)


      Discontinued operations                                                                                                              0.37     (0.03)       0.39


      Total net (loss) income per
       basic common share                                                          $(0.05)                                                $0.27      $0.12       $0.34





                   Net (loss) income per common
                    share -diluted:


      Continuing operations                                                        $(0.05)                                              $(0.10)     $0.14     $(0.05)


      Discontinued operations                                                                                                              0.37     (0.02)       0.39


      Total net (loss) income per
       diluted common share                                                        $(0.05)                                                $0.27      $0.12       $0.34






     
                Weighted average common shares outstanding:



     Basic                                                                        282,576                                               285,866    283,366     286,849




     Diluted                                                                      282,576                                               285,866    288,214     286,849


                                                        
              Nuance Communications, Inc.


                                                   
              Condensed Consolidated Balance Sheets


                                                              
              (in thousands)






                                                               
              
                March 31, 2020            
     
     September 30, 2019




     
                ASSETS                                               
              Unaudited



     Current assets:


      
              Cash and cash equivalents                                                      $397,907                             $560,961


      
              Marketable securities                                                           123,373                              186,555


      
              Accounts receivable, net                                                        222,474                              240,673


                 Prepaid expenses and other current
                  assets                                                                         148,494                              175,166


                 Current assets of discontinued
                  operations                                                                                                          91,858


      
              Total current assets                                                            892,248                            1,255,213





     Marketable securities                                                                     4,897                               17,287


      Land, building and equipment, net                                                       127,721                              121,203



     Goodwill                                                                              2,125,053                            2,127,896



     Intangible assets, net                                                                  253,414                              291,371



     Right-of-use assets                                                                     110,838



     Other assets                                                                            242,579                              316,215


      Long-term assets of discontinued
       operations                                                                                                               1,236,608


      
              Total assets                                                                 $3,756,750                           $5,365,793





                   LIABILITIES AND STOCKHOLDERS' EQUITY



     Current liabilities:


                 Current portion of long-term debt                                              $230,000                           $1,142,870


                 Contingent and
                  deferred
                  acquisition
                  payments                              14,676                                            17,470


      
              Accounts payable                                                                 75,638                               90,826


                 Accrued expenses
                  and other current
                  liabilities                          187,401                                           249,570


      
              Deferred revenue                                                                259,639                              214,223


                 Current liabilities of discontinued
                  operations                                                                                                         130,117


      
              Total current liabilities                                                       767,354                            1,845,076





     Long-term debt                                                                        1,512,859                              793,536


      Deferred revenue, net of current
       portion                                                                                113,705                              133,783



     Deferred tax liability                                                                   63,942                               54,216



     Operating lease liabilities                                                             108,420



     Other liabilities                                                                        74,753                               79,378


      Long-term liabilities of discontinued
       operations                                                                                                                 286,654



      
              Total liabilities                                                             2,641,033                            3,192,643






     Stockholders' equity                                                                  1,115,717                            2,173,150



                 Total liabilities and stockholders'
                  equity                                                                      $3,756,750                           $5,365,793


                                       
              Nuance Communications, Inc.


                                  
              Consolidated Statements of Cash Flows


                                             
              (in thousands)


                                                
              Unaudited




                                                                                       Three Months Ended                            Six Months Ended
                                                                                             March 31,
                                                                                                                             March 31,



                                                        2020                         2019                       2020         2019



                   Cash flows from operating
                    activities:


      Net (loss) income from continuing
       operations                                  $(13,510)                   $(28,397)                   $41,367    $(14,516)


      Adjustments to reconcile net
       (loss) income to net cash
       provided by operating
       activities:



     Depreciation                                     8,967                       12,689                     19,150       26,368



     Amortization                                    18,437                       20,505                     37,613       41,703


      Stock-based compensation                        33,662                       24,798                     64,895       54,295


      Non-cash interest expense                       12,574                       12,388                     25,318       24,686


      Deferred tax provision (benefit)                 1,033                      (9,553)                  (39,255)    (11,642)


      Loss on extinguishment of debt                   3,656                          910                     18,656          910



     Other                                            2,325                          493                      1,576          805


      Changes in operating assets and
       liabilities, excluding effects
       of acquisitions:



     Accounts receivable                             39,176                       35,027                     19,934       19,773


      Prepaid expenses and other assets             (23,760)                      11,228                      6,358     (14,698)



     Accounts payable                               (4,873)                     (9,919)                   (6,219)       2,584


      Accrued expenses and other
       liabilities                                    10,055                       12,236                   (61,686)     (7,081)



     Deferred revenue                                   136                      (2,930)                    27,031       28,951


      Net cash provided by operating
       activities -continuing
       operations                                     87,878                       79,475                    154,738      152,138


      Net cash provided by (used in)
       operating activities -
       discontinued operations                                                    24,190                   (13,307)      51,418


      Net cash provided by operating
       activities                                     87,878                      103,665                    141,431      203,556



                   Cash flows from investing
                    activities:



     Capital expenditures                          (16,983)                    (11,214)                  (31,187)    (23,434)


      Proceeds from disposition of
       businesses, net of transaction
       fees                                                                      404,045                                404,045


      Purchases of marketable
       securities and other investments             (62,181)                    (71,663)                 (148,880)   (119,165)


      Proceeds from sales and
       maturities of marketable
       securities and other investments              142,399                       71,983                    224,987      117,661



     Other                                               60                      (1,106)                     1,332      (2,553)


      Net cash provided by investing
       activities                                     63,295                      392,045                     46,252      376,554


                   Cash flows from financing
                    activities:


      Repayment and redemption of debt             (200,142)                   (300,000)                 (513,642)   (300,000)


      Net distribution from Cerence
       upon the spin-off                                                                                   139,090


      Payments for repurchase of common
       stock                                        (76,774)                    (16,165)                 (169,218)    (91,321)


      Proceeds from issuance of common
       stock from employee stock plans                 7,204                        8,643                      7,204        8,643


      Proceeds from the revolving
       credit facility                               230,000                                                230,000


      Payments for taxes related to net
       share settlement of equity
       awards                                        (6,530)                     (6,540)                  (36,488)    (38,191)


      Other financing activities                     (2,109)                       (514)                   (2,834)     (1,210)


      Net cash used in financing
       activities                                   (48,351)                   (314,576)                 (345,888)   (422,079)



      Effects of exchange rate changes
       on cash and cash equivalents                  (6,373)                         391                    (4,849)         782



      Net increase (decrease) in cash
       and cash equivalents                           96,449                      181,525                  (163,054)     158,813


      Cash and cash equivalents at
       beginning of period                           301,458                      293,251                    560,961      315,963


      Cash and cash equivalents at end
       of period                                    $397,907                     $474,776                   $397,907     $474,776


                   
              Supplemental Financial Information - GAAP to Non-GAAP Reconciliations


                                              
              (in thousands)


                                                 
              Unaudited






                                                         Three Months Ended March 31,                              Six Months Ended March 31,

                                                                                                          ---

                                                      2020          2019                            2020                    2019

                                                                                                                          ---



                   GAAP revenues                  $369,337                     $336,584                    $787,570                   $756,259


      Acquisition-related
       revenue adjustments:
       hosting and
       professional services                           212                          128                         301                        269


      Acquisition-related
       revenue adjustments:
       product and licensing                                                       120                                                   167


      Acquisition-related
       revenue adjustments:
       maintenance and support                                                      91                                                   256


                   Non-GAAP revenues              $369,549                     $336,923                    $787,871                   $756,951

                                                                                                                                        ===



                   GAAP cost of revenues          $157,093                     $159,259                    $341,482                   $343,379


      Cost of revenues from
       amortization of
       intangible assets                           (6,616)                     (6,681)                   (13,243)                  (14,037)


      Cost of revenues
       adjustments: hosting
       and professional
       services (1)                                (6,504)                     (4,731)                   (12,045)                  (11,688)


      Cost of revenues
       adjustments: product
       and licensing (1)                             (130)                       (132)                      (259)                     (396)


      Cost of revenues
       adjustments:
       maintenance and support
       (1)                                          (453)                       (381)                      (846)                     (147)


      Cost of revenues
       adjustments: Other                               66                         (10)                                                (446)


                   Non-GAAP cost of
                    revenues                      $143,456                     $147,324                    $315,089                   $316,665

                                                                                                                                        ===



                   GAAP gross profit              $212,244                     $177,325                    $446,088                   $412,880


      Gross profit adjustments                      13,849                       12,274                      26,694                     27,406


                   Non-GAAP gross profit          $226,093                     $189,599                    $472,782                   $440,286

                                                                                                                                        ===



                   GAAP income (loss) from
                    operations                     $25,105                     $(1,706)                    $77,211                    $45,063


      Gross profit adjustments                      13,849                       12,274                      26,694                     27,406


      Research and development
       (1)                                          8,682                        4,530                      17,386                      9,906


      Sales and marketing (1)                        7,991                        6,616                      15,019                     14,868


      General and
       administrative (1)                            9,902                        8,408                      19,340                     17,290


      Acquisition-related
       costs, net                                    1,680                        2,051                       2,847                      4,652


      Amortization of
       intangible assets                            11,821                       13,824                      24,370                     27,666


      Restructuring and other
       charges, net                                  6,329                        9,858                      13,012                     24,499



     Other                                        (1,410)                       1,402                     (1,218)                     5,680


                   Non-GAAP income from
                    operations                     $83,949                      $57,257                    $194,661                   $177,030





                   GAAP income (loss)
                    before income taxes             $1,300                    $(28,988)                    $19,737                  $(13,107)


      Gross profit adjustments                      13,849                       12,274                      26,694                     27,406


      Research and development
       (1)                                          8,682                        4,530                      17,386                      9,906


      Sales and marketing (1)                        7,991                        6,616                      15,019                     14,868


      General and
       administrative (1)                            9,902                        8,408                      19,340                     17,290


      Acquisition-related
       costs, net                                    1,680                        2,051                       2,847                      4,652


      Amortization of
       intangible assets                            11,821                       13,824                      24,370                     27,666


      Restructuring and other
       charges, net                                  6,329                        9,858                      13,012                     24,499


      Non-cash interest
       expense                                      12,574                       12,388                      25,318                     24,686


      Loss on extinguishment
       of debt                                       3,656                          910                      18,656                        910



     Other                                        (1,405)                       1,683                     (1,709)                     6,379


                   Non-GAAP income before
                    income taxes                   $76,379                      $43,554                    $180,670                   $145,155


                                  
              Nuance Communications, Inc.


        
              Supplemental Financial Information - GAAP to Non-GAAP Reconciliations, continued


                            
              (in thousands, except per share amounts)


                                           
              Unaudited






                                                          Three Months Ended March 31,                        Six Months Ended March 31,

                                                                                                     ---

                                                       2020                         2019                  2020                                  2019

                                                                                                                                              ---



                   GAAP provision (benefit)
                    for income taxes                $14,810                       $(591)            $(21,630)                               $1,409


      Income tax effect of
       Non-GAAP adjustments                          10,147                       28,556                30,819                                54,376


      Removal of valuation
       allowance and other
       items                                          (999)                    (15,245)               40,503                              (21,228)


      Removal of discrete
       items                                        (7,253)                                          (7,253)                                1,253


                   Non-GAAP provision for
                    income taxes                    $16,705                      $12,720               $42,439                               $35,810





                   GAAP net (loss) income
                    from continuing
                    operations                    $(13,510)                   $(28,397)              $41,367                             $(14,516)


      Acquisition-related
       adjustment - revenues
       (2)                                             212                          339                   301                                   692


      Acquisition-related
       costs, net                                     1,680                        2,051                 2,847                                 4,652


      Cost of revenue from
       amortization of
       intangible assets                              6,616                        6,681                13,243                                14,037


      Amortization of
       intangible assets                             11,821                       13,824                24,370                                27,666


      Restructuring and other
       charges, net                                   6,329                        9,858                13,012                                24,499


      Stock-based
       compensation (1)                              33,662                       24,798                64,895                                54,295


      Non-cash interest
       expense                                       12,574                       12,388                25,318                                24,686


      Loss on extinguishment
       of debt                                        3,656                          910                18,656                                   910


      Adjustment to income tax
       expense                                      (1,895)                    (13,311)             (64,069)                             (34,401)



     Other                                         (1,471)                       1,693               (1,709)                                6,825


                   Non-GAAP net income              $59,674                      $30,834              $138,231                              $109,345

                                                                                                                                              ===



                   Non-GAAP diluted net
                    income per share                  $0.21                        $0.11                 $0.48                                 $0.38





                   Diluted weighted average
                    common shares
                    outstanding                     286,949                      287,866               288,214                               289,012

                                                                                                                                              ===


                                       
              Nuance Communications, Inc.


            
              Supplemental Financial Information - GAAP to Non-GAAP Reconciliations, continued


                                             
              (in thousands)


                                                
              Unaudited




                                                                   Three Months Ended March 31,                  Six Months Ended March 31,

                                                                                                        ---

                                                                    2020                    2019             2020                              2019

                                                                                                                                             ---


       
                (1) Stock-based compensation

    ---

        Cost of hosting and
         professional services                                    $6,504                  $4,731          $12,045                           $11,688


        Cost of product and
         licensing                                                   130                     132              259                               396


        Cost of maintenance and
         support                                                     453                     381              846                               147


        Research and development                                   8,682                   4,530           17,386                             9,906


        Sales and marketing                                        7,991                   6,616           15,019                            14,868


        General and administrative                                 9,902                   8,408           19,340                            17,290



       Total                                                    $33,662                 $24,798          $64,895                           $54,295






       
                (2) Acquisition-related revenue

    ---

        Acquisition-related
         revenue adjustments                                        $212                    $339             $301                              $692



          Total                                                    $212                    $339             $301                              $692

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SOURCE Nuance Communications, Inc.