CRNC Cerence Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 21, 2024

 

CERENCE INC.

(Exact name of Registrant as Specified in Its Charter)

 

Delaware		001-39030		83-4177087
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
25 Mall Road, Suite 416 Burlington, Massachusetts				01803
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (857) 362-7300

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.01 par value		CRNC		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 2.02 Results of Operations and Financial Condition.

On November 21, 2024, Cerence Inc. (the "Company") announced its financial results for the fiscal year ended September 30, 2024. The press release, including the financial information contained therein, is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

Also on November 21, 2024, the Company will use a presentation on its call with investors, discussing its financial results for the fiscal year ended September 30, 2024, and such earnings release presentation is furnished herewith as Exhibit 99.2. The press release and earnings release presentation include certain non-GAAP financial measures. A description of the non-GAAP measures, the reasons for their use, and GAAP to non-GAAP reconciliations are included in the press release and earnings release presentation.

The information in this Item 2.02 and the exhibits attached hereto are being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number		Description
99.1		Press Release announcing financial results dated November 21, 2024.
99.2		Earnings Release Presentation dated November 21, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

		Cerence Inc.
Date: November 21, 2024		By:	/s/ Tony Rodriquez
			Name: Tony Rodriquez
			Title: Interim Chief Financial Officer

 

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Exhibit 99.1

Cerence Announces Fourth Quarter and Fiscal Year 2024 Results

Headlines

BURLINGTON, Mass., November 21, 2024 – Cerence Inc. (NASDAQ: CRNC), AI for a world in motion, today reported its fourth quarter and fiscal year 2024 results for the year ended September 30, 2024.

 

Results Summary (1,2)

(in millions, except per share data)

		Three Months Ended								Twelve Months Ended
		September 30,								September 30,
		2024				2023				2024				2023
GAAP revenue		$	54.8			$	80.8			$	331.5			$	294.5
GAAP gross margin			63.7	%			71.5	%			73.7	%			67.7	%
Non-GAAP gross margin			64.9	%			72.9	%			74.5	%			69.1	%
GAAP operating margin(3)			-35.1	%			4.8	%			-174.9	%			-9.2	%
Non-GAAP operating margin			-7.2	%			17.8	%			21.8	%			10.8	%
GAAP net loss(3)		$	(20.4	)		$	(11.6	)		$	(588.1	)		$	(56.3	)
GAAP net loss margin(3)			-37.3	%			-14.3	%			-177.4	%			-19.1	%
Non-GAAP net (loss) income		$	(3.0	)		$	3.8			$	56.1			$	14.6
Adjusted EBITDA		$	(1.9	)		$	16.6			$	80.6			$	41.5
Adjusted EBITDA margin			-3.5	%			20.5	%			24.3	%			14.1	%
GAAP net loss per share - diluted(3)		$	(0.49	)		$	(0.29	)		$	(14.12	)		$	(1.40	)
Non-GAAP net (loss) income per share - diluted		$	(0.07	)		$	0.09			$	1.23			$	0.36

 

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Brian Krzanich, Chief Executive Officer of Cerence, commented, “The automotive industry is experiencing rapid transformation, and I am excited to have joined Cerence at this pivotal moment. We finished the fiscal year strong, with revenue exceeding the high end of our guidance.

Krzanich continued, “Throughout the course of the year, we gained critical momentum for our generative AI and large language model-based solutions, with six generative AI program launches with leading automakers in fiscal 2024. As we work to advance and roll-out our next-gen roadmap, I look forward to leading the team toward our goals of increased efficiency and a high level of customer satisfaction, setting us up for anticipated sustainable, profitable growth in the years ahead.”

Cerence Key Performance Indicators

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

Key Performance Indicator1		Q4FY24
Percent of worldwide auto production with Cerence Technology (TTM)			52	%
Change in number of Cerence connected cars shipped2 (TTM over prior year TTM)			16	%
Change in Adjusted Total Billings (TTM over prior year TTM)3			1	%

 

First Quarter and Full Year Fiscal 2025 Outlook

For the fiscal quarter ending December 31, 2024, revenue is expected to be in the range of $47 million to $50 million. GAAP net loss is expected to be in the range of ($26) million to ($23) million. Adjusted EBITDA is expected to be in the range of ($9) million to ($6) million.

For the full fiscal year ending September 30, 2025, the company expects revenue to be in the range of $236 million to $247 million which includes an estimated $20 million of fixed contracts at the mid-point of

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guidance. GAAP net loss is expected to be in the range of ($40) million to ($29) million. Adjusted EBITDA is expected to be in the range of $15 million to $26 million.

The adjusted EBITDA guidance excludes amortization of acquired intangible assets, stock-based compensation, restructuring and other costs.

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

Cerence Conference Call and Webcast

The company will host a live conference call and webcast with slides to discuss the results today at 8:30 a.m. Eastern Time/5:30 a.m. Pacific Time. Interested investors and analysts are invited to dial into the conference call by registering here.

Webcast access will also be available on the Investor Information section of the company’s website at https://www.cerence.com/investors/events-and-resources.

A replay of the webcast can be accessed by visiting the company’s website 90 minutes following the conference call at https://www.cerence.com/investors/events-and-resources.

 

Forward Looking Statements

Statements in this press release regarding: Cerence’s future performance, results and financial condition; expected growth and profitability; outlook; transformation plans and cost efficiency initiatives, including the estimated net annualized cost savings; strategy; opportunities; business, industry and market trends; strategy regarding fixed contracts and its impact on financial results; backlog; revenue visibility; revenue timing and mix; demand for Cerence products; innovation and new product offerings, including AI technology; expected benefits of technology partnerships; and management’s future expectations, estimates, assumptions, beliefs, goals, objectives, targets, 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,” “goal,” “anticipates,” “projects,” “forecasts,” “expects,” “intends,” “continues,” “will,” “may,” or “estimates” or similar expressions) should also be considered to be forward-looking statements. Although we believe forward-looking statements are based upon reasonable assumptions, such statements involve known and unknown risk, uncertainties and other factors, which may cause actual results or performance of the company to be materially different from any future results or performance expressed or implied by such forward-looking statements including but not limited to: the highly competitive and rapidly changing market in which we operate; adverse conditions in the automotive industry, the related supply chain and semiconductor shortage, or the global economy more generally; automotive production delays; changes in customer forecasts; the impacts of the COVID-19 pandemic on our and our customers’ businesses; the ongoing conflicts in Ukraine and the Middle East; our inability to control and successfully manage our expenses and cash position; our inability to deliver improved financial results from process optimization efforts and cost reduction actions; escalating pricing pressures from our customers; the impact on our business of the transition to a lower level of fixed contracts, including the failure to achieve such a transition; our failure to win, renew or implement service contracts; the cancellation or postponement of existing contracts; the loss

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of business from any of our largest customers; effects of customer defaults; our inability to successfully introduce new products, applications and services; our strategies to increase cloud offerings and deploy generative AI and large language models (LLMs); the inability to expand into adjacent markets; the inability to recruit and retain qualified personnel; disruptions arising from transitions in management personnel, including the transition to our new Chief Executive Officer; cybersecurity and data privacy incidents; fluctuating currency rates and interest rates; inflation; restrictions on our current and future operations under the terms of our debt, the use of cash to service our debt; and our inability to generate sufficient cash from our operations; and the other factors discussed in our most recent Annual Report on Form 10-K, quarterly reports on Form 10-Q, and other filings with the Securities and Exchange Commission. We disclaim any obligation to update any forward-looking statements as a result of developments occurring after the date of this document.

Discussion of Non-GAAP Financial Measures

We believe that providing the non-GAAP information in addition to the GAAP presentation, allows investors to view the financial results in the way management views the operating results. We further believe that providing this information allows investors to not only better understand our financial performance, but more importantly, to evaluate the efficacy of the methodology and information used by management to evaluate and measure such performance. The non-GAAP information should not be considered superior to, or a substitute for, financial statements prepared in accordance with GAAP.

We utilize a number of different financial measures, both GAAP and non-GAAP, in analyzing and assessing the overall performance of the business, for making operating decisions and for forecasting and planning for future periods. While our management uses these non-GAAP financial measures as a tool to enhance their understanding of certain aspects of our financial performance, our management does not consider these measures to be a substitute for, or superior to, the information provided by GAAP financial statements.

Consistent with this approach, we believe that disclosing non-GAAP financial measures to the readers of our financial statements provides such readers with useful supplemental data that, while not a substitute for GAAP financial statements, allows for greater transparency in the review of our financial and operational performance. In assessing the overall health of the business during the three months ended September 30, 2024 and 2023, our management has either included or excluded the following items in general categories, each of which is described below.

Adjusted EBITDA.

Adjusted EBITDA is defined as net income attributable to Cerence Inc. before net income (loss) attributable to income tax (benefit) expense, other income (expense) items, net, depreciation and amortization expense, and excluding amortization of acquired intangible assets, stock-based compensation, and restructuring and other costs, net or impairment charges related to fixed and intangible assets and gains or losses on the sale of long-lived assets, if any. From time to time we may exclude from Adjusted EBITDA the impact of events, gains, losses or other charges (such as significant legal settlements) that affect the period-to-period comparability of our operating performance. Other income (expense) items, net include interest expense, interest income, and other income (expense), net (as stated in our Condensed Consolidated Statement of

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Operations). Our management and Board of Directors use this financial measure to evaluate our operating performance. It is also a significant performance measure in our annual incentive compensation programs.

Restructuring and other costs, net.

Restructuring and other costs, net include restructuring expenses as well as other charges that are unusual in nature, are the result of unplanned events, and arise outside the ordinary course of our business such as employee severance costs, consulting costs relating to our transformation initiatives, costs for consolidating duplicate facilities, third-party fees relating to the modification of our convertible debt, and the release of a pre-acquisition contingency.

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:

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Other expenses.

We exclude certain other expenses that result from unplanned events outside the ordinary course of continuing operations, in order to measure operating performance and current and future liquidity both with and without these expenses. By providing this information, we believe management and the users of the financial statements are better able to understand the financial results of what we consider to be our organic, continuing operations. Included in these expenses are items such as other charges (credits), net, losses from extinguishment of debt, and changes in indemnification assets corresponding with the release of pre-spin liabilities for uncertain tax positions.

Adjustments to income tax provision.

Adjustments to our GAAP income tax provision to arrive at non-GAAP net income is determined based on our non-GAAP pre-tax income. 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.

Key Performance Indicators

We believe that providing key performance indicators (“KPIs”) allows investors to gain insight into the way management views the performance of the business. We further believe that providing KPIs allows investors to better understand information used by management to evaluate and measure such performance. KPIs should not be considered superior to, or a substitute for, operating results prepared in accordance with GAAP. In assessing the performance of the business during the three months ended September 30, 2024, our management has reviewed the following KPIs, each of which is described below:

____________

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

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

About Cerence Inc.

Cerence (NASDAQ: CRNC) is the global industry leader in creating unique, moving experiences for the mobility world. As an innovation partner to the world’s leading automakers and mobility OEMs, it is helping advance the

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future of connected mobility through intuitive, AI-powered interaction between humans and their vehicles, connecting consumers’ digital lives to their daily journeys no matter where they are. Cerence’s track record is built on more than 20 years of knowledge and 500 million cars shipped with Cerence technology. Whether it’s connected cars, autonomous driving, e-vehicles, or two-wheelers, Cerence is mapping the road ahead. For more information, visit www.cerence.com.

Contact Information

Cerence Inc.

Investor Relations

Email: investorrelations@cerence.com

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CERENCE INC.

Consolidated Statements of Operations

(in thousands, except per share data)

		Three Months Ended								Twelve Months Ended
		September 30,								September 30,
		2024				2023				2024				2023
Revenues:
License		$	25,341			$	43,105			$	124,746			$	145,159
Connected service			12,088				19,168				133,444				75,071
Professional service			17,376				18,491				73,314				74,245
Total revenues			54,805				80,764				331,504				294,475
Cost of revenues:
License			1,257				2,356				6,060				8,522
Connected service			6,407				4,777				24,787				22,995
Professional service			12,246				15,791				56,282				63,232
Amortization of intangible assets			-				104				103				414
Total cost of revenues			19,910				23,028				87,232				95,163
Gross profit			34,895				57,736				244,272				199,312
Operating expenses:
Research and development			25,227				35,143				121,563				123,333
Sales and marketing			4,827				5,848				21,725				27,504
General and administrative			13,185				11,450				52,468				57,903
Amortization of intangible assets			553				557				2,203				5,854
Restructuring and other costs, net			10,331				842				17,077				11,917
Goodwill impairment			—				—				609,172				—
Total operating expenses			54,123				53,840				824,208				226,511
(Loss) income from operations			(19,228	)			3,896				(579,936	)			(27,199	)
Interest income			1,444				1,231				5,353				4,471
Interest expense			(3,102	)			(3,132	)			(12,553	)			(14,769	)
Other income (expense), net			503				(1,649	)			2,526				1,108
(Loss) income before income taxes			(20,383	)			346				(584,610	)			(36,389	)
Provision for income taxes			33				11,898				3,468				19,865
Net loss		$	(20,416	)		$	(11,552	)		$	(588,078	)		$	(56,254	)
Net loss per share:
Basic			(0.49	)			(0.29	)			(14.12	)			(1.40	)
Diluted			(0.49	)			(0.29	)			(14.12	)			(1.40	)
Weighted-average common share outstanding:
Basic			41,866				40,357				41,642				40,215
Diluted			41,866				40,357				41,642				40,215

 

 

 

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CERENCE INC.

Consolidated Balance Sheets

(in thousands, except per share amounts)

		September 30,				September 30,
		2024				2023
ASSETS
Current assets:
Cash and cash equivalents		$	121,485			$	101,154
Marketable securities			5,502				9,211
Accounts receivable, net of allowances of $1,613 and $4,044 at September 30, 2024 and September 30, 2023, respectively			62,755				61,270
Deferred costs			5,286				6,935
Prepaid expenses and other current assets			70,481				47,157
Total current assets			265,509				225,727
Long-term marketable securities			3,453				10,607
Property and equipment, net			30,139				34,013
Deferred costs			18,051				20,299
Operating lease right of use assets			12,879				11,961
Goodwill			296,858				900,342
Intangible assets, net			1,706				3,875
Deferred tax assets			51,398				46,601
Other assets			22,365				44,165
Total assets		$	702,358			$	1,297,590
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable		$	3,959			$	16,873
Deferred revenue			52,822				77,068
Short-term operating lease liabilities			4,528				5,434
Short-term debt			87,094				-
Accrued expenses and other current liabilities			68,405				48,718
Total current liabilities			216,808				148,093
Long-term debt, net of discounts and issuance costs			194,812				275,951
Deferred revenue, net of current portion			114,354				145,531
Long-term operating lease liabilities			8,803				7,947
Other liabilities			26,484				25,193
Total liabilities			561,261				602,715
Stockholders' Equity:
Common stock, $0.01 par value, 560,000 shares authorized as of September 30, 2024; 41,924 and 40,423 shares issued and outstanding as of September 30, 2024 and September 30, 2023, respectively			419				404
Accumulated other comprehensive loss			(25,912	)			(27,966	)
Additional paid-in capital			1,088,330				1,056,099
Accumulated deficit			(921,740	)			(333,662	)
Total stockholders' equity			141,097				694,875
Total liabilities and stockholders' equity		$	702,358			$	1,297,590

 

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CERENCE INC.

Consolidated Statements of Cash Flows

(in thousands)

		Twelve Months Ended
		September 30,
		2024				2023
Cash flows from operating activities:
Net loss		$	(588,078	)		$	(56,254	)
Adjustments to reconcile net loss to net cash provided by operations:
Depreciation and amortization			10,630				16,038
Provision for credit loss reserve			3,545				3,626
Stock-based compensation			23,673				40,766
Non-cash interest expense			6,060				2,914
Loss on debt extinguishment			-				1,333
Deferred tax (benefit) provision			(4,658	)			7,597
Goodwill impairment			609,172				-
Unrealized foreign currency transaction gains			(1,454	)			(3,393	)
Other			(68	)			(3,388	)
Changes in operating assets and liabilities:
Accounts receivable			11,760				(16,964	)
Prepaid expenses and other assets			(12,466	)			28,192
Deferred costs			4,801				3,194
Accounts payable			(12,555	)			5,774
Accrued expenses and other liabilities			27,874				(408	)
Deferred revenue			(61,040	)			(21,529	)
Net cash provided by operating activities			17,196				7,498
Cash flows from investing activities:
Capital expenditures			(4,996	)			(5,124	)
Purchases of marketable securities			-				(18,025	)
Sale and maturities of marketable securities			11,112				30,324
Other investing activities			(1,737	)			(1,355	)
Net cash provided by investing activities			4,379				5,820
Cash flows from financing activities:
Proceeds from revolving credit facility			-				24,700
Payments of revolver credit facility			-				(24,700	)
Proceeds from long-term debt, net of discount			-				210,000
Payments for long-term debt issuance costs			(419	)			(17,176	)
Principal payments of long-term debt			-				(198,438	)
Common stock repurchases for tax withholdings for net settlement of equity awards			(9,865	)			(4,894	)
Principal payment of lease liabilities arising from a finance lease			(392	)			(451	)
Proceeds from the issuance of common stock			10,901				5,625
Net cash provided by (used in) financing activities			225				(5,334	)
Effects of exchange rate changes on cash and cash equivalents			(1,469	)			(1,677	)
Net change in cash and cash equivalents			20,331				6,307
Cash and cash equivalents at beginning of period			101,154				94,847
Cash and cash equivalents at end of period		$	121,485			$	101,154

 

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CERENCE INC.

Reconciliations of GAAP Financial Measures to Non-GAAP Financial Measures

(unaudited - in thousands)

		Three Months Ended								Twelve Months Ended
		September 30,								September 30,
		2024				2023				2024				2023
GAAP revenue		$	54,805			$	80,764			$	331,504			$	294,475
GAAP gross profit		$	34,895			$	57,736			$	244,272			$	199,312
Stock-based compensation			685				1,004				2,633				3,703
Amortization of intangible assets			-				104				103				414
Non-GAAP gross profit		$	35,580			$	58,844			$	247,008			$	203,429
GAAP gross margin			63.7	%			71.5	%			73.7	%			67.7	%
Non-GAAP gross margin			64.9	%			72.9	%			74.5	%			69.1	%
GAAP operating (loss) income		$	(19,228	)		$	3,896			$	(579,936	)		$	(27,199	)
Stock-based compensation			4,382				8,965				23,673				40,766
Amortization of intangible assets			553				661				2,306				6,268
Restructuring and other costs, net			10,331				842				17,077				11,917
Goodwill impairment			-				-				609,172				-
Non-GAAP operating (loss) income		$	(3,962	)		$	14,364			$	72,292			$	31,752
GAAP operating margin			-35.1	%			4.8	%			-174.9	%			-9.2	%
Non-GAAP operating margin			-7.2	%			17.8	%			21.8	%			10.8	%
GAAP net loss		$	(20,416	)		$	(11,552	)		$	(588,078	)		$	(56,254	)
Stock-based compensation			4,382				8,965				23,673				40,766
Amortization of intangible assets			553				661				2,306				6,268
Restructuring and other costs, net			10,331				842				17,077				11,917
Goodwill impairment			-				-				609,172				-
Depreciation			2,028				2,226				8,324				9,770
Total other expense, net			(1,155	)			(3,550	)			(4,674	)			(9,190	)
Provision for income taxes			33				11,898				3,468				19,865
Adjusted EBITDA		$	(1,934	)		$	16,590			$	80,616			$	41,522
GAAP net loss margin			-37.3	%			-14.3	%			-177.4	%			-19.1	%
Adjusted EBITDA margin			-3.5	%			20.5	%			24.3	%			14.1	%

 

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CERENCE INC.

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

(unaudited - in thousands, except per share data)

		Three Months Ended								Twelve Months Ended
		September 30,								September 30,
		2024				2023				2024				2023
GAAP net loss		$	(20,416	)		$	(11,552	)		$	(588,078	)		$	(56,254	)
Stock-based compensation			4,382				8,965				23,673				40,766
Amortization of intangible assets			553				661				2,306				6,268
Restructuring and other costs, net			10,331				842				17,077				11,917
Loss on debt extinguishment			-				-				-				1,333
Goodwill impairment			-				-				609,172				-
Non-cash interest expense			1,579				1,464				6,060				2,914
Other			(31	)			500				(117	)			(344	)
Adjustments to income tax expense			574				2,870				(14,030	)			7,976
Non-GAAP net (loss) income		$	(3,028	)		$	3,750			$	56,063			$	14,576
Adjusted EPS:
GAAP Numerator:
Net loss attributed to common shareholders - basic and diluted		$	(20,416	)		$	(11,552	)		$	(588,078	)		$	(56,254	)
Non-GAAP Numerator:
Net (loss) income attributed to common shareholders - basic		$	(3,028	)		$	3,750			$	56,063			$	14,576
Interest on the Notes, net of tax			-				-				4,473				-
Net (loss) income attributed to common shareholders - diluted		$	(3,028	)		$	3,750			$	60,536			$	14,576
GAAP Denominator:
Weighted-average common shares outstanding - basic and diluted			41,866				40,357				41,642				40,215
Non-GAAP Denominator:
Weighted-average common shares outstanding- basic			41,866				40,357				41,642				40,215
Adjustment for diluted shares			-				1,101				7,727				423
Weighted-average common shares outstanding - diluted			41,866				41,458				49,369				40,638
GAAP net loss per share - diluted		$	(0.49	)		$	(0.29	)		$	(14.12	)		$	(1.40	)
Non-GAAP net (loss) income per share - diluted		$	(0.07	)		$	0.09			$	1.23			$	0.36
GAAP net cash provided by operating activities		$	6,115			$	11,258			$	17,196			$	7,498
Capital expenditures			(1,446	)			(1,527	)			(4,996	)			(5,124	)
Free Cash Flow		$	4,669			$	9,731			$	12,200			$	2,374

 

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CERENCE INC.

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

(unaudited - in thousands)

		Q1 2025								FY2025
		Low				High				Low				High
GAAP revenue		$	47,000			$	50,000			$	236,000			$	247,000
GAAP gross profit		$	27,200			$	30,200			$	158,400			$	169,400
Stock-based compensation			700				700				2,500				2,500
Amortization of intangible assets			-				-				-				-
Non-GAAP gross profit		$	27,900			$	30,900			$	160,900			$	171,900
GAAP gross margin			58	%			60	%			67	%			69	%
Non-GAAP gross margin			59	%			62	%			68	%			70	%
GAAP operating loss		$	(22,900	)		$	(19,900	)		$	(27,100	)		$	(16,100	)
Stock-based compensation			6,100				6,100				22,500				22,500
Amortization of intangible assets			500				500				1,600				1,600
Restructuring and other costs, net			5,600				5,600				8,100				8,100
Non-GAAP operating (loss) income		$	(10,700	)		$	(7,700	)		$	5,100			$	16,100
GAAP operating margin			-49	%			-40	%			-11	%			-7	%
Non-GAAP operating margin			-23	%			-15	%			2	%			7	%
GAAP net loss		$	(26,400	)		$	(23,400	)		$	(39,600	)		$	(28,600	)
Stock-based compensation			6,100				6,100				22,500				22,500
Amortization of intangible assets			500				500				1,600				1,600
Restructuring and other costs, net			5,600				5,600				8,100				8,100
Depreciation			2,200				2,200				10,200				10,200
Total other expense, net			(1,700	)			(1,700	)			(5,100	)			(5,100	)
Provision for income taxes			1,800				1,800				7,400				7,400
Adjusted EBITDA		$	(8,500	)		$	(5,500	)		$	15,300			$	26,300
GAAP net loss margin			-56	%			-47	%			-17	%			-12	%
Adjusted EBITDA margin			-18	%			-11	%			6	%			11	%

 

 

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CERENCE INC.

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

(unaudited - in thousands, except per share data)

		Q1 2025								FY2025
		Low				High				Low				High
GAAP net loss		$	(26,400	)		$	(23,400	)		$	(39,600	)		$	(28,600	)
Stock-based compensation			6,100				6,100				22,500				22,500
Amortization of intangible assets			500				500				1,600				1,600
Restructuring and other costs, net			5,600				5,600				8,100				8,100
Non-cash interest expense			1,600				1,600				5,500				5,500
Other			-				-				(100	)			(100	)
Income tax impact of Non-GAAP adjustments			(1,100	)			(1,100	)			(4,600	)			(4,600	)
Non-GAAP net (loss) income		$	(13,700	)		$	(10,700	)		$	(6,600	)		$	4,400
Adjusted EPS:
GAAP Numerator:
Net loss attributed to common shareholders - basic and diluted		$	(26,400	)		$	(23,400	)		$	(39,600	)		$	(28,600	)
Non-GAAP Numerator:
Net (loss) income attributed to common shareholders - basic and diluted		$	(13,700	)		$	(10,700	)		$	(6,600	)		$	4,400
GAAP Denominator:
Weighted-average common shares outstanding - basic and diluted			42,900				42,900				43,000				43,000
Non-GAAP Denominator:
Weighted-average common shares outstanding- basic			42,900				42,900				43,000				43,000
Adjustment for diluted shares			-				-				-				100
Weighted-average common shares outstanding - diluted			42,900				42,900				43,000				43,100
GAAP net loss per share - diluted		$	(0.62	)		$	(0.55	)		$	(0.92	)		$	(0.67	)
Non-GAAP net (loss) income per share - diluted		$	(0.32	)		$	(0.25	)		$	(0.15	)		$	0.10

 

 

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Cerence Q4 FY24 Earnings Presentation Brian Krzanich, Chief Executive OfficerTony Rodriquez, Interim Chief Financial Officer November 21, 2024 Exhibit 99.2

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Forward-Looking Statements Statements in this presentation regarding: Cerence’s future performance, results and financial condition; expected growth and profitability; outlook; fiscal year 2025 framework; transformation plans and cost efficiency initiatives, including estimated net cost savings; strategy; opportunities; business, industry and market trends; strategy regarding fixed contracts and its impact on financial results; backlog; revenue visibility, revenue timing and mix, demand for Cerence products; innovation and new product offerings, including AI technology; expected benefits of technology partnerships; cost efficiency initiatives; and management’s future expectations, estimates, assumptions, beliefs, goals, objectives, targets, 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,” "projects," "forecasts," “expects,” “intends,” "continues," "will," "may," or “estimates” or similar expressions) should also be considered to be forward-looking statements. Although we believe forward-looking statements are based upon reasonable assumptions, such statements involve known and unknown risk, uncertainties and other factors, which may cause actual results or performance of the company to be materially different from any future results or performance expressed or implied by such forward-looking statements, including, but not limited to: the highly competitive and rapidly changing market in which we operate; adverse conditions in the automotive industry, the related supply chain and semiconductor shortage, or the global economy more generally; automotive production delays; changes in customer forecasts; the impacts of the COVID-19 pandemic on our and our customers’ businesses; the ongoing conflicts in Ukraine and the Middle East; our inability to control and successfully manage our expenses and cash position; our ability to deliver improved financial results from process optimization efforts and cost reduction actions; escalating pricing pressures from our customers; the impact on our business of the transition to a lower level of fixed contracts, including the failure to achieve such a transition; our failure to win, renew or implement service contracts; the cancellation or postponement of existing contracts; the loss of business from any of our largest customers; effects of customer defaults; our inability to successfully introduce new products, applications and services; our strategies to increase cloud offerings and deploy generative AI and large language models (LLMs); the inability to expand into adjacent markets; the inability to recruit and retain qualified personnel; disruptions arising from transitions in management personnel, including the transition to our new Chief Executive Officer; cybersecurity and data privacy incidents; failure to protect our intellectual property; defects or interruptions in service with respect to our products; fluctuating currency rates and interest rates; inflation; financial and credit market volatility; restrictions on our current and future operations under the terms of our debt, the use of cash to service our debt; and our inability to generate sufficient cash from our operations; and the other factors discussed in our Annual Report on Form 10-K, quarterly reports on Form 10-Q, and other filings with the Securities and Exchange Commission.  We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date made.  We undertake no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise, except as otherwise required by law. 

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High-Level Q4 and FY24 Results

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Q4 FY2024 Results and FY2025 Outlook Q4 revenue and GAAP profitability metrics exceeded the high end of guidance Initial FY2025 revenue guidance of $236 to $247 million, with net cash provided by operating activities in the range of $34 to $40 million Transformation plan delivers $35-40 million in net annualized cost savings Record high of 22 platform launches in FY24, including 6 for generative AI solutions and 4 in Q4

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Q4 & FY24 Financial Details

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Cerence Q4FY24 Results Q4FY23 Q4FY24 Q4FY24 Guidance Total Revenue $80.8M(a) $54.8M $44M - $50M Gross Margin 71.5% 63.7% 55% - 60% Net Loss ($11.6M) ($20.4M) ($32M) – ($28M) EPS – diluted ($0.29) ($0.49) ($0.77) – ($0.67) Adjusted EBITDA(b,c) $16.6M ($1.9M) ($19M) – ($13M) Cash Flow From Operations $11.3M $6.1M Cash Balance & Marketable Securities $121M $130M Includes a $12.8 million fixed license and $8.4 million of Legacy contract related to a connected services contract with Toyota acquired by Nuance through a 2013 acquisition. Toyota decommissioned the solution in Q1FY24 resulting in the acceleration of deferred revenue in Q1FY24 for Toyota and a directly related contract. Adjusted EBITDA excludes goodwill impairment, amortization of acquired intangible assets, stock-based compensation, restructuring and other costs. Refer to the Appendix for more information on GAAP to non-GAAP reconciliations and related definitions.

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Cerence FY24 Results FY23 FY24 FY24 Guidance Total Revenue $294.5M $331.5M $321M - $327M Gross Margin 67.7% 73.7% 73% Net Loss ($56.3M) ($588.1M) (a) ($600M) – ($596M) EPS – diluted ($1.40) ($14.12) ($14.42) – ($14.32) Adjusted EBITDA(b,c) $41.5M $80.6M $64M – $70M Cash Flow From Operations $7.5M $17.2M Cash Balance & Marketable Securities $121M $130M Includes a $609 million Goodwill impairment charge in FY24. Adjusted EBITDA excludes goodwill impairment, amortization of acquired intangible assets, stock-based compensation, restructuring and other costs. Refer to the Appendix for more information on GAAP to non-GAAP reconciliations and related definitions.

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In millions Q1FY23 Q2FY23 Q3FY23 Q4FY23 FY23 Q1FY24 Q2FY24 Q3FY24 Q4FY24 FY24 Total License: $45.4 $30.8 $25.9 $43.1 $145.2 $20.8 $35.5 $43.1 $25.3 $124.8      Variable(a) $26.3 $26.2 $25.8 $30.3 $108.6 $20.8 $25.1 $23.1 $25.3 $94.4      Total Fixed(b) $19.1 $4.6 $ ̶ $12.8 $36.5 $ ̶ $10.4 $20.0 $ ̶ $30.4 Connected Services: $18.4 $18.9 $18.6 $19.2 $75.1 $96.8 $13.6 $10.9 $12.1 $133.4      Connected Services $9.9 $10.5 $10.2 $10.8 $41.4 $10.2 $13.6(c) $10.9 $12.1 $46.8      Legacy(d) $8.5 $8.4 $8.4 $8.4 $33.7 $86.6 $ ̶ $ ̶ $ ̶ $86.6 Professional Services $19.9 $18.7 $17.2 $18.5 $74.3 $20.7 $18.7 $16.5 $17.4 $73.3 Total Revenue $83.7 $68.4 $61.7 $80.8 $294.6 $138.3 $67.8 $70.5 $54.8 $331.5 Based on volume shipments of licenses net of the consumption of fixed contracts. Fixed license revenue includes prepaid and minimum commitment deals. Connected services in Q2FY24 includes a $2.6 million true up adjustment due to underreporting from an OEM. Legacy contract is a connected services contract with Toyota acquired by Nuance through a 2013 acquisition. Toyota decommissioned the solution in Q1FY24 resulting in the acceleration of deferred revenue in Q1FY24 for Toyota and a directly related contract. Detailed Revenue Breakdown

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In millions FY23 FY24 Operational Metrics: Q1 Q2 Q3 Q4 FY23 Q1 Q2 Q3 Q4 FY24 Pro Forma Royalties(a) $41.7 $43.1 $44.5 $42.6 $171.9 $35.3 $39.6 $39.6 $41.9 $156.4 Consumption of      Fixed Contracts(b)  $15.4 $16.9 $18.7 $15.5 $66.5 $14.5 $14.5 $16.5 $16.6 $62.1 Variable License Revenue $26.3 $26.2 $25.8 $30.3 $108.6 $20.8 $25.1 $23.1 $25.3 $94.3 IHS Production (units) 21.9 21.4 22.3 22.6 88.2 24.2 21.4 22.1 21.6 89.4 Pro forma Royalties is an operating measure representing total value of licenses shipped in a quarter. It includes the consumption of fixed contracts.  Licenses shipped in the quarter associated with fixed contracts. Operational Metrics and Variable License Revenue

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Percent of worldwide auto production with Cerence Technology declined slightly to 52% (TTM)(a)  Approximately 10.6 million units shipped with Cerence technology in Q4 Down 14% YoY (IHS down 5% YoY) Down 11% QoQ (IHS down 3% QoQ) Change in number of Cerence connected cars shipped up 16% (TTM)(a)  Adjusted Total Billings TTM(b)  of $220.7M, Increased 1% 5 Year Backlog(c) Update:  $969 Million Q4FY24 KPI(d) Performance 10 Based on IHS Markit data, global auto production increased 1% over the same time period ended on September 30, 2024. Calculated on a trailing twelve months basis (TTM). Comparisons are TTM over prior year TTM Change in Adjusted Total billings excludes professional services, prepay contracts, and adjusted for prepay consumption. TTM over prior year TTM. 5-Year backlog represents the total revenue expected from signed contracts with customers to be reported over the following 5-year period. 5-year. backlog, however, may not be indicative of Cerence’s actual future revenue. Please refer to the appendix for KPI definitions.

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Fiscal Q1 and FY25 Guidance No fixed contracts expected during the first quarter and $20 million projected for FY2025 at the mid-point of Guidance. Q1 and Full Year 2025 GAAP operating results guidance includes approximately $6 million and $8 million, respectively, of expenses related with our transformation initiatives as well as stock-based compensation of approximately $6 million and $23 million, respectively. Q1FY25  Guidance FY25  Guidance In millions except per share amounts Low High Low High Revenue $47 $50 $236 $247 Gross Margin 58% 60% 67% 69% Net Loss ($26) ($23) ($40) ($29) EPS – diluted ($0.62) ($0.55) ($0.92) ($0.67) Adjusted EBITDA (a,b) ($9) ($6) $15 $26 Net Cash Provided by Operating Activities $34 $40 Free Cash Flow (c) $20 $30 Non-GAAP excludes goodwill impairment, amortization of acquired intangible assets, restructuring expense, and stock-based compensation.   Refer to the Appendix for more information on GAAP to non-GAAP reconciliations and related definitions. Free Cash Flow is net cash provided by operating activities determined in accordance with GAAP less capital expenditures. Free cash flow is not a measure of cash available for discretionary expenditures.

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Appendix

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License Business Revenue Recognition Type of Contract Description GAAP Revenue Recognition Cash Receipt Variable License applied at production Quarter car is produced. Based on volume Quarter following GAAP revenue recognition Fixed (Pre-Pay) Bulk inventory purchase ($ based) Full value of contract at signing. Volume independent Standard payment terms for full value (upfront payment) Fixed (Minimum Commitment) Commitment to purchase ($ based) in a specified time period. (1 – 5 years) Full value of contract at signing. Volume independent Based on shipment volumes over multiple years The fixed contracts only apply to the license business. If a car is also using our connected services, it will follow the normal billing and revenue recognition process regardless of whether a variable or fixed license was applied. The fixed contracts typically provide the customer with a price discount and can include the conversion of a variable contract that is already in our variable backlog.

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Connected and Professional Services Revenue Recognition Connected Services Typical Period GAAP Revenue Recognition Cash Receipt Subscription Term 1 – 5 years Amortized evenly over subscription period Billed/collected full amount at start of subscription period (value added to deferred revenue) Usage Contract(a) 1 – 5 years Recognized at same time of billing based on actual usage Billed every quarter based on actual usage Customer Hosted(b) License Quarter in which license is delivered to customer Upon delivery (a) Usage can be defined by number of active users or number of monthly transactions (b) Customer Hosted is a software license that allows the customer to take possession of the software and enable hosting by the customer or a third-party Professional Services Period GAAP Revenue Recognition Cash Receipt Custom Design Services Ongoing Revenue is recognized over time based upon the progress towards completion of the project Billed/collected on milestone completion

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KPI Measures – Definitions We believe that providing key performance indicators (“KPIs”), allows investors to gain insight into the way management views the performance of the business. We further believe that providing KPIs allows investors to better understand information used by management to evaluate and measure such performance. KPIs should not be considered superior to, or a substitute for, operating results prepared in accordance with GAAP. In assessing the performance of the business during the three months ended September 30, 2024, our management has reviewed the following KPIs, each of which is described below:  Percent of worldwide auto production with Cerence technology: The number of Cerence enabled cars shipped as compared to IHS Markit car production data. Change in number of Cerence connected cars shipped: The year over year change in the number of cars shipped with Cerence connected solutions. Amounts are calculated on a TTM compared to prior TTM basis.  Change in Adjusted total billings YoY (TTM): The year over year change in total billings excluding Professional Services, prepay billings and adjusted for prepay consumption.

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Non-GAAP Financial Measures – Definitions Discussion of Non-GAAP Financial Measures We believe that providing the non-GAAP information in addition to the GAAP presentation, allows investors to view the financial results in the way management views the operating results. We further believe that providing this information allows investors to not only better understand our financial performance, but more importantly, to evaluate the efficacy of the methodology and information used by management to evaluate and measure such performance. The non-GAAP information should not be considered superior to, or a substitute for, financial statements prepared in accordance with GAAP. We utilize a number of different financial measures, both GAAP and non-GAAP, in analyzing and assessing the overall performance of the business, for making operating decisions and for forecasting and planning for future periods. While our management uses these non-GAAP financial measures as a tool to enhance their understanding of certain aspects of our financial performance, our management does not consider these measures to be a substitute for, or superior to, the information provided by GAAP financial statements. Consistent with this approach, we believe that disclosing non-GAAP financial measures to the readers of our financial statements provides such readers with useful supplemental data that, while not a substitute for GAAP financial statements, allows for greater transparency in the review of our financial and operational performance. In assessing the overall health of the business during the three ending September 30, 2024 and 2023, our management has either included or excluded the following items in general categories, each of which is described below. Cerence is not providing a reconciliation of certain forward-looking, non-GAAP financial targets to the GAAP equivalent because Cerence is unable to provide this reconciliation without unreasonable effort due to information regarding the relevant adjustments not being ascertainable or accessible. Such information could be material to future results.

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Non-GAAP Financial Measures – Definitions Adjusted EBITDA  Adjusted EBITDA is defined as net income attributable to Cerence Inc. before net income (loss) attributable to income tax (benefit) expense, other income (expense) items, net, depreciation and amortization expense, and excluding amortization of acquired intangible assets, stock-based compensation, and restructuring and other costs, net or impairment charges related to fixed and intangible assets and gains or losses on the sale of long-lived assets, if any. From time to time we may exclude from Adjusted EBITDA the impact of events, gains, losses or other charges (such as significant legal settlements) that affect the period-to-period comparability of our operating performance. Other income (expense) items, net include interest expense, interest income, and other income (expense), net (as stated in our Condensed Consolidated Statement of Operations). Our management and Board of Directors use this financial measure to evaluate our operating performance. It is also a significant performance measure in our annual incentive compensation programs.   Restructuring and other costs, net. Restructuring and other charges, net include restructuring expenses as well as other charges that are unusual in nature, are the result of unplanned events, and arise outside the ordinary course of our business such as employee severance costs, consulting costs relating to our transformation initiatives, costs for consolidating duplicate facilities, third-party fees relating to the modification of our convertible debt, and the release of a pre-acquisition contingency. 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.

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Non-GAAP Financial Measures – Definitions 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 follow: (i)Stock-based compensation. Because of varying valuation methodologies, subjective assumptions and the variety of award types, we exclude stock-based compensation from our operating results. We evaluate performance both with and without these measures because compensation expense related to stock-based compensation is typically non-cash and awards granted are influenced by the Company’s stock price and other factors such as volatility that are beyond our control. The expense related to stock-based awards is generally not controllable in the short-term and can vary significantly based on the timing, size and nature of awards granted. As such, we do not include such charges in operating plans. Stock-based compensation will continue in future periods. ii)Non-cash interest. We exclude non-cash interest because we believe that excluding this expense provides management, as well as other users of the financial statements, with a valuable perspective on the cash-based performance and health of the business, including the current near-term projected liquidity. Non-cash interest expense will continue in future periods. Other expenses. We exclude certain other expenses that result from unplanned events outside the ordinary course of continuing operations, in order to measure operating performance and current and future liquidity both with and without these expenses. By providing this information, we believe management and the users of the financial statements are better able to understand the financial results of what we consider to be our organic, continuing operations. Included in these expenses are items such as other charges (credits), net, losses from extinguishment of debt, and changes in indemnification assets corresponding with the release of pre-spin liabilities for uncertain tax positions.  Adjustments to income tax provision. Adjustments to our GAAP income tax provision to arrive at non-GAAP net income is determined based on our non-GAAP pre-tax income. 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.

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Q4 FY24 Reconciliations of GAAP to Non-GAAP Results Free cash flow is net cash provided by operating activities determined in accordance with GAAP less capital expenditures. Free cash flow is not a measure of cash available for discretionary expenditures. (unaudited - in thousands) (unaudited - in thousands) Three Months Ended Twelve Months Ended September 30, September 30, 2024 2023 2024 2023 GAAP revenue $54,805 $80,764 $331,504 $294,475 GAAP gross profit $34,895 $57,736 $244,272 $199,312 Stock-based compensation 685 1,004 2,633 3,703 Amortization of intangible assets - 104 103 414 Non-GAAP gross profit $35,580 $58,844 $247,008 $203,429 GAAP gross margin 63.7% 71.5% 73.7% 67.7% Non-GAAP gross margin 64.9% 72.9% 74.5% 69.1% GAAP operating (loss) income $(19,228) $3,896 $(579,936) $(27,199) Stock-based compensation 4,382 8,965 23,673 40,766 Amortization of intangible assets 553 661 2,306 6,268 Restructuring and other costs, net 10,331 842 17,077 11,917 Goodwill impairment - - 609,172 - Non-GAAP operating (loss) income $(3,962) $14,364 $72,292 $31,752 GAAP operating margin -35.1% 4.8% -174.9% -9.2% Non-GAAP operating margin -7.2% 17.8% 21.8% 10.8% GAAP net loss $(20,416) $(11,552) $(588,078) $(56,254) Stock-based compensation 4,382 8,965 23,673 40,766 Amortization of intangible assets 553 661 2,306 6,268 Restructuring and other costs, net 10,331 842 17,077 11,917 Goodwill impairment - - 609,172 - Depreciation 2,028 2,226 8,324 9,770 Total other expense, net (1,155) (3,550) (4,674) (9,190) Provision for income taxes 33 11,898 3,468 19,865 Adjusted EBITDA $(1,934) $16,590 $80,616 $41,522 GAAP net loss margin -37.3% -14.3% -177.4% -19.1% Adjusted EBITDA margin -3.5% 20.5% 24.3% 14.1% Three Months Ended Twelve Months Ended September 30, September 30, 2024 2023 2024 2023 GAAP net loss $(20,416) $(11,552) $(588,078) $(56,254) Stock-based compensation 4,382 8,965 23,673 40,766 Amortization of intangible assets 553 661 2,306 6,268 Restructuring and other costs, net 10,331 842 17,077 11,917 Loss on debt extinguishment - - - 1,333 Goodwill impairment - - 609,172 - Non-cash interest expense 1,579 1,464 6,060 2,914 Other (31) 500 (117) (344) Adjustments to income tax expense 574 2,870 (14,030) 7,976 Non-GAAP net (loss) income $(3,028) $3,750 $56,063 $14,576 Adjusted EPS: GAAP Numerator: Net loss attributed to common shareholders - basic and diluted $(20,416) $(11,552) $(588,078) $(56,254) Non-GAAP Numerator: Net (loss) income attributed to common shareholders - basic $(3,028) $3,750 $56,063 $14,576 Interest on the Notes, net of tax - - 4,473 - Net (loss) income attributed to common shareholders - diluted $(3,028) $3,750 $60,536 $14,576 GAAP Denominator: Weighted-average common shares outstanding - basic and diluted 41,866 40,357 41,642 40,215 Non-GAAP Denominator: Weighted-average common shares outstanding- basic 41,866 40,357 41,642 40,215 Adjustment for diluted shares - 1,101 7,727 423 Weighted-average common shares outstanding - diluted 41,866 41,458 49,369 40,638 GAAP net loss per share - diluted $(0.49) $(0.29) $(14.12) $(1.40) Non-GAAP net (loss) income per share - diluted $(0.07) $0.09 $1.23 $0.36 GAAP net cash provided by operating activities $6,115 $11,258 $17,196 $7,498 Capital expenditures (1,446) (1,527) (4,996) (5,124) Free Cash Flow $4,669 $9,731 $12,200 $2,374

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Q1 FY25 and Full Year FY25 Reconciliations of GAAP to non-GAAP Guidance (unaudited - in thousands) Q1 2025 FY2025 Low High Low High GAAP revenue $47,000 $50,000 $236,000 $247,000 GAAP gross profit $27,200 $30,200 $158,400 $169,400 Stock-based compensation 700 700 2,500 2,500 Amortization of intangible assets - - - - Non-GAAP gross profit $27,900 $30,900 $160,900 $171,900 GAAP gross margin 58% 60% 67% 69% Non-GAAP gross margin 59% 62% 68% 70% GAAP operating loss $(22,900) $(19,900) $(27,100) $(16,100) Stock-based compensation 6,100 6,100 22,500 22,500 Amortization of intangible assets 500 500 1,600 1,600 Restructuring and other costs, net 5,600 5,600 8,100 8,100 Non-GAAP operating (loss) income $(10,700) $(7,700) $5,100 $16,100 GAAP operating margin -49% -40% -11% -7% Non-GAAP operating margin -23% -15% 2% 7% GAAP net loss $(26,400) $(23,400) $(39,600) $(28,600) Stock-based compensation 6,100 6,100 22,500 22,500 Amortization of intangible assets 500 500 1,600 1,600 Restructuring and other costs, net 5,600 5,600 8,100 8,100 Depreciation 2,200 2,200 10,200 10,200 Total other expense, net (1,700) (1,700) (5,100) (5,100) Provision for income taxes 1,800 1,800 7,400 7,400 Adjusted EBITDA $(8,500) $(5,500) $15,300 $26,300 GAAP net loss margin -56% -47% -17% -12% Adjusted EBITDA margin -18% -11% 6% 11%

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Q1 FY25 and FY25 Reconciliations of GAAP to Non-GAAP Guidance (unaudited - in thousands) Q1 2025 FY2025 Low High Low High GAAP net loss $(26,400) $(23,400) $(39,600) $(28,600) Stock-based compensation 6,100 6,100 22,500 22,500 Amortization of intangible assets 500 500 1,600 1,600 Restructuring and other costs, net 5,600 5,600 8,100 8,100 Non-cash interest expense 1,600 1,600 5,500 5,500 Other - - (100) (100) Income tax impact of Non-GAAP adjustments (1,100) (1,100) (4,600) (4,600) Non-GAAP net (loss) income $(13,700) $(10,700) $(6,600) $4,400 Adjusted EPS: GAAP Numerator: Net loss attributed to common shareholders - basic and diluted $(26,400) $(23,400) $(39,600) $(28,600) Non-GAAP Numerator: Net (loss) income attributed to common shareholders - basic and diluted $(13,700) $(10,700) $(6,600) $4,400 GAAP Denominator: Weighted-average common shares outstanding - basic and diluted 42,900 42,900 43,000 43,000 Non-GAAP Denominator: Weighted-average common shares outstanding- basic 42,900 42,900 43,000 43,000 Adjustment for diluted shares - - - 100 Weighted-average common shares outstanding - diluted 42,900 42,900 43,000 43,100 GAAP net loss per share - diluted $(0.62) $(0.55) $(0.92) $(0.67) Non-GAAP net (loss) income per share - diluted $(0.32) $(0.25) $(0.15) $0.10 GAAP net cash provided by operating activities $34,000 $40,000 Capital expenditures (14,000) (10,000) Free Cash Flow $20,000 $30,000

v3.24.3

Document and Entity Information	Nov. 21, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001768267
Document Type	8-K
Document Period End Date	Nov. 21, 2024
Entity Registrant Name	CERENCE INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-39030
Entity Tax Identification Number	83-4177087
Entity Address, Address Line One	25 Mall Road
Entity Address, Address Line Two	Suite 416
Entity Address, City or Town	Burlington
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01803
City Area Code	(857)
Local Phone Number	362-7300
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, $0.01 par value
Trading Symbol	CRNC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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