Company to Announce Fiscal Third Quarter Results on August 6,
2015
Nuance Communications, Inc. (NASDAQ: NUAN) today announced
preliminary revenue, EPS and cash flow from operations results for
its fiscal third quarter 2015, ended June 30, 2015.
Based on preliminary financial data, Nuance expects Q3 15
non-GAAP revenues between $485 million and $489 million; GAAP
revenues between $474 million and $478 million; non-GAAP EPS
between $0.31 and $0.32 per diluted share; GAAP EPS between ($0.14)
and ($0.13) per share; and cash flow from operations of
approximately $120 million. The preliminary expectations are
subject to revision until the Company reports final Q3 15 results
on August 6, 2015. (See today’s separate advisory for details.)
On May 7, 2015, Nuance provided initial guidance for Q3 15 of
non-GAAP revenues between $468 and $482 million; GAAP revenues
between $457 and $471 million; non-GAAP EPS between $0.25 and
$0.29; and GAAP EPS between ($0.15) and ($0.11).
Dan Tempesta Appointed Nuance Chief Financial Officer
Nuance today also announced that it has appointed Daniel D.
Tempesta as its Chief Financial Officer and an Executive Vice
President. Tom Beaudoin, who has served as Nuance’s CFO since July
2008, will depart at the end of the month to pursue an opportunity
at a smaller, privately held company.
Mr. Tempesta brings more than 20 years of experience to the
role, including extensive financial and operational experience with
publicly held companies and accounting firms. He joined Nuance in
March 2008 and most recently has served as Nuance’s Chief
Accounting Officer, Corporate Controller and Senior Vice President
of Finance. During his tenure at Nuance, he has led the company’s
efforts to build strong financial processes and other support
operations, and has assembled a world-class financial organization.
For the past several years, he has led most of Nuance’s finance and
accounting operations, as well as tax, treasury, order management
and internal control activities.
“Dan is extremely well qualified to serve as Nuance’s next CFO,”
said Paul Ricci, Nuance Chairman and CEO. “He has delivered an
impressive set of achievements at Nuance and, with his deep
understanding of our company and its operations, will be central to
our strategic and financial business performance.”
Mr. Ricci added, “Tom has been instrumental in providing
financial leadership during many years of the company’s growth.
Working together, Tom and Dan have built financial systems, strong
processes and a level of professionalism that will serve Nuance
well for many years to come. We wish Tom the best in his new
endeavor.”
Previously, Mr. Tempesta held several senior finance roles,
including Chief Accounting Officer and Corporate Controller, at
Teradyne Inc. Prior to that he spent the first eleven years of his
career in the audit practice of PricewaterhouseCoopers LLP. He
received an accounting degree from the Isenberg School of
Management at the University of Massachusetts, Amherst. Dan resides
with his family in a suburb of Boston.
“I am pleased to see Dan take this role,” said Robert
Frankenberg, a Nuance Director and Chair of the Audit Committee. “I
have worked closely with Dan for many years, and I am extremely
confident that Dan will continue to effectively lead the finance
organization and to drive operational excellence, set clear
expectations and ensure profitable growth and strong shareholder
returns.”
About Nuance Communications
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.
Safe Harbor and Forward-Looking Statements
Statements in this document regarding future performance and our
management’s future expectations, beliefs, goals, plans or
prospects, including statements about our preliminary third quarter
fiscal 2015 results, 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 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, 2014
and our quarterly reports filed 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.
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, 2015 and 2014, 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
Notable Solutions, Quantim and Equitrac for the three and nine
months ended June 30, 2015, 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
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.
Costs associated with the research and development portion of the
agreements have been excluded from research and development expense
while costs for the extension of the marketing exclusivity period
are excluded from sales and marketing expense.
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 include
losses from the extinguishment of our convertible debt and
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 consulting and
professional services fees related to assessing strategic
alternatives, executing on our recently announced cost savings and
process optimization initiatives, and gains or losses on
non-controlling strategic equity interests, 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 Table Follows
Nuance Communications,
Inc.Reconciliation of Supplemental Financial InformationGAAP and
non-GAAP Revenue and Net Income per Share Guidance(in thousands,
except per share amounts)Unaudited
Three months ended June 30, 2015 Low High
GAAP
revenue $ 474,000 $ 478,000 Acquisition-related adjustment -
revenue 11,000 11,000
Non-GAAP
revenue $ 485,000 $ 489,000
GAAP
net loss per share $ (0.14 ) $ (0.13 ) Acquisition-related
adjustment - revenue 0.03 0.03 Acquisition-related adjustment -
cost of revenue (0.00 ) (0.00 ) Acquisition-related costs, net 0.01
0.01 Cost of revenue from amortization of intangible assets 0.05
0.05 Amortization of intangible assets 0.08 0.08 Non-cash
stock-based compensation 0.13 0.13 Non-cash interest expense 0.02
0.02 Non-cash income taxes 0.01 0.01 Costs associated with IP
collaboration agreements 0.01 0.01 Change in fair value of
share-based instruments (0.00 ) (0.00 ) Restructuring and other
charges, net 0.03 0.03 Losses from the extinguishment of debt 0.06
0.06 Other 0.02 0.02
Non-GAAP net
income per share $ 0.31 $ 0.32
Shares used in computing GAAP and non-GAAP net income per share:
Weighted average common shares: basic
313,000 313,000
Weighted average common shares: diluted
316,000
316,000
View source
version on businesswire.com: http://www.businesswire.com/news/home/20150721006582/en/
Nuance Communications, Inc.For InvestorsKevin Faulkner,
408-992-6100kevin.faulkner@nuance.comorFor PressRichard
Mack, 781-565-5000richard.mack@nuance.com
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