Nuance Communications, Inc. - Quarter Report: 2020 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________

Form 10-Q

_____________________________________________

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2020

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-27038

_____________________________________________

NUANCE COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

_____________________________________________



DE		94-3156479
(State or Other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1 Wayside Road
Burlington,	MA	01803
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

(781) 565-5000

_____________________________________________

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, par value $0.001	NUAN	Nasdaq Stock Market LLC

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer," “accelerated filer," “smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):



Large Accelerated Filer	☒	Accelerated Filer	☐
Non-accelerated Filer	☐	Smaller Reporting Company	☐
		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. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the Registrant’s Common Stock, outstanding as of July 31, 2020 was 282,302,995.

NUANCE COMMUNICATIONS, INC.

TABLE OF CONTENTS



		Page
PART I: FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements:
	Consolidated Statements of Operations for the three and nine months ended June 30, 2020 and 2019	3
	Consolidated Statements of Comprehensive Income for the three and nine months ended June 30, 2020 and 2019	4
	Consolidated Balance Sheets at June 30, 2020 and September 30, 2019	5
	Consolidated Statements of Stockholders’ Equity for the three and nine months ended June 30, 2020 and 2019	6
	Consolidated Statements of Cash Flows for the nine months ended June 30, 2020 and 2019	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	53
Item 4.	Controls and Procedures	54

PART II: OTHER INFORMATION
Item 1.	Legal Proceedings	55
Item 1A.	Risk Factors	55
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56
Item 3.	Defaults Upon Senior Securities	56
Item 4.	Mine Safety Disclosures	56
Item 5.	Other Information	56
Item 6.	Exhibits	56
Exhibit Index		57
Signatures		58
Certifications

NUANCE COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS



	Three Months Ended June 30,						Nine Months Ended June 30,
	2020			2019			2020			2019
	(Unaudited) (In thousands, except per share amounts)
Revenues:
Hosting and professional services	$	225,304		$	232,860		$	691,295		$	678,104
Product and licensing	48,722			78,184			243,501			252,299
Maintenance and support	64,372			66,393			191,172			203,293
Total revenues	338,398			377,437			1,125,968			1,133,696
Cost of revenues:
Hosting and professional services	119,797			138,367			388,783			409,259
Product and licensing	10,672			18,693			54,166			60,471
Maintenance and support	7,278			8,141			23,037			24,813
Amortization of intangible assets	6,435			6,569			19,678			20,606
Total cost of revenues	144,182			171,770			485,664			515,149
Gross profit	194,216			205,667			640,304			618,547
Operating expenses:
Research and development	55,237			47,074			169,699			139,698
Sales and marketing	64,351			65,331			201,847			200,384
General and administrative	37,665			45,834			114,355			129,157
Amortization of intangible assets	11,845			13,364			36,215			41,030
Acquisition-related costs, net	758			788			3,605			5,440
Restructuring and other charges, net	1,920			1,947			14,932			26,446
Total operating expenses	171,776			174,338			540,653			542,155
Income from operations	22,440			31,329			99,651			76,392
Other income (expense):
Interest income	606			3,762			4,304			9,987
Interest expense	(23,680		)	(28,359		)	(71,124		)	(91,777		)
Other income (expense), net	636			3,301			(13,092		)	2,324
Income (loss) before income taxes	2			10,033			19,739			(3,074		)
(Benefit) provision for income taxes	(16,660		)	10,720			(31,794		)	12,129
Net income (loss) from continuing operations	16,662			(687		)	51,533			(15,203		)
Net income (loss) from discontinued operations	—			9,946			(6,192		)	120,884
Net income	$	16,662		$	9,259		$	45,341		$	105,681

Net income (loss) per common share - basic:
Continuing operations	$	0.06		$	—		$	0.18		$	(0.05	)
Discontinued operations	—			0.03			(0.02		)	0.42
Total net income per basic common share	$	0.06		$	0.03		$	0.16		$	0.37

Net income (loss) per common share - diluted:
Continuing operations	$	0.06		$	—		$	0.18		$	(0.05	)
Discontinued operations	—			0.03			(0.02		)	0.42
Total net income per diluted common share	$	0.06		$	0.03		$	0.16		$	0.37

Weighted average common shares outstanding:
Basic	281,281			285,942			282,674			285,064
Diluted	287,852			285,942			288,096			285,064

See accompanying notes.

Table of Contents

NUANCE COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



	Three Months Ended June 30,				Nine Months Ended June 30,
	2020		2019		2020			2019
	(Unaudited)
	(In thousands)
Net income	$	16,662	$	9,259	$	45,341		$	105,681
Other comprehensive income (loss):
Foreign currency translation adjustment	6,909		3,541		(4,205		)	494
Cerence Spin-off	—		—		12,331			—
Pension adjustments	—		32		2,007			(282		)
Unrealized gain (loss) on marketable securities	486		78		(42		)	234
Total other comprehensive income, net	7,395		3,651		10,091			446
Comprehensive income	$	24,057	$	12,910	$	55,432		$	106,127

See accompanying notes.

Table of Contents

NUANCE COMMUNICATIONS, INC.

CONSOLIDATED BALANCE SHEETS



	June 30, 2020			September 30, 2019
	(Unaudited)
	(In thousands, except per share amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	240,555		$	560,961
Marketable securities	69,283			186,555
Accounts receivable, less allowances for doubtful accounts of $12,283 and $9,797	215,272			240,673
Prepaid expenses and other current assets	145,831			175,166
Current assets of discontinued operations	—			91,858
Total current assets	670,941			1,255,213
Marketable securities	2,986			17,287
Land, building and equipment, net	133,755			121,203
Goodwill	2,129,736			2,127,896
Intangible assets, net	235,703			291,371
Right-of-use assets	107,553			—
Other assets	265,412			316,215
Long-term assets of discontinued operations	—			1,236,608
Total assets	$	3,546,086		$	5,365,793
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	—		$	1,142,870
Contingent and deferred acquisition payments	16,083			17,470
Accounts payable	65,511			90,826
Accrued expenses and other current liabilities	179,844			249,570
Deferred revenue	261,406			214,223
Current liabilities of discontinued operations	—			130,117
Total current liabilities	522,844			1,845,076
Long-term debt	1,524,825			793,536
Deferred revenue, net of current portion	105,632			133,783
Deferred tax liabilities	61,306			54,216
Operating lease liabilities	105,333			—
Other liabilities	75,817			79,378
Long-term liabilities of discontinued operations	—			286,654
Total liabilities	2,395,757			3,192,643
Commitments and contingencies (Note 15)

Stockholders’ equity:
Common stock, $0.001 par value per share; 560,000 shares authorized; 285,125 and 289,680 shares issued and 281,375 and 285,930 shares outstanding, respectively	285			290
Additional paid-in capital	1,537,785			2,597,889
Treasury stock, at cost (3,751 shares)	(16,788		)	(16,788		)
Accumulated other comprehensive loss	(122,682		)	(132,773		)
Accumulated deficit	(248,271		)	(293,612		)
Total Nuance Communications, Inc. stockholders’ equity	1,150,329			2,155,006
Noncontrolling interests	—			18,144
Total stockholders’ equity	1,150,329			2,173,150
Total liabilities and stockholders’ equity	$	3,546,086		$	5,365,793

See accompanying notes.

Table of Contents

NUANCE COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the three months ended June 30, 2020



	Common Stock				Additional Paid-In Capital			Treasury Stock				Accumulated Other Comprehensive Loss			Accumulated Deficit			Noncontrolling Interests		Total Stockholders' Equity
	Shares		Amount		Additional Paid-In Capital			Shares	Amount			Accumulated Other Comprehensive Loss			Accumulated Deficit			Noncontrolling Interests		Total Stockholders' Equity
	(In thousands)
Balance at March 31, 2020	284,832		$	285	$	1,520,734		3,751	$	(16,788	)	$	(130,077	)	$	(264,933	)	$	—	$	1,109,221
Issuance of common stock under employee stock plans	474		—		10			—	—			—			—			—		10
Cancellation of restricted stock, and repurchase of common stock at cost for employee tax withholding	(181	)	—		(3,510		)	—	—			—			—			—		(3,510		)
Stock-based compensation	—		—		20,551			—	—			—			—			—		20,551
Net income	—		—		—			—	—			—			16,662			—		16,662
Other comprehensive income	—		—		—			—	—			7,395			—			—		7,395
Balance at June 30, 2020	285,125		$	285	$	1,537,785		3,751	$	(16,788	)	$	(122,682	)	$	(248,271	)	$	—	$	1,150,329

For the nine months ended June 30, 2020



	Common Stock					Additional Paid-In Capital			Treasury Stock				Accumulated Other Comprehensive Loss			Accumulated Deficit			Noncontrolling Interests			Total Stockholders' Equity
	Shares		Amount			Additional Paid-In Capital			Shares	Amount			Accumulated Other Comprehensive Loss			Accumulated Deficit			Noncontrolling Interests			Total Stockholders' Equity
	(In thousands)
Balance at September 30, 2019	289,680		$	290		$	2,597,889		3,751	$	(16,788	)	$	(132,773	)	$	(293,612	)	$	18,144		$	2,173,150
Cerence Spin-off	—		—			(922,567		)	—	—			12,331			—			(18,144		)	(928,380		)
Issuance of common stock under employee stock plans	7,194		7			7,263			—	—			—			—			—			7,270
Cancellation of restricted stock, and repurchase of common stock at cost for employee tax withholding	(2,292	)	(2		)	(40,115		)	—	—			—			—			—			(40,117		)
Stock-based compensation						110,644			—	—			—			—			—			110,644
Repurchases and retirement of common stock	(9,457	)	(10		)	(169,208		)	—	—			—			—			—			(169,218		)
Repurchases of convertible notes ^(a)	—		—			(46,121		)	—	—			—			—			—			(46,121		)
Net income	—		—			—			—	—			—			45,341			—			45,341
Other comprehensive loss	—		—			—			—	—			(2,240		)	—			—			(2,240		)
Balance at June 30, 2020	285,125		$	285		$	1,537,785		3,751	$	(16,788	)	$	(122,682	)	$	(248,271	)	$	—		$	1,150,329

^(a) According to ASC 470-20, cash consideration paid to repurchase and retire our convertible notes was first allocated to debt component based on the actual fair value on the trading date, and the remaining consideration was allocated to additional paid-in capital.

Table of Contents

NUANCE COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (continued)

For the three months ended June 30, 2019



	Common Stock					Additional Paid-In Capital			Treasury Stock				Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Stockholders' Equity
	Shares		Amount			Additional Paid-In Capital			Shares	Amount			Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Stockholders' Equity
	(In thousands)
Balance at March 31, 2019	290,038		$	290		$	2,592,708		3,751	$	(16,788	)	$	(120,463	)	$	(411,000	)	$	2,044,747
Issuance of common stock under employee stock plans	646		1			(1		)	—	—			—			—			—
Cancellation of restricted stock, and repurchase of common stock at cost for employee tax withholding	(247	)	—			(4,292		)	—	—			—			—			(4,292		)
Stock-based compensation	—		—			19,247			—	—			—			—			19,247
Repurchase and retirement of common stock	(1,707	)	(2		)	(29,612		)	—	—			—			—			(29,614		)
Net income	—		—			—			—	—			—			9,259			9,259
Other comprehensive income	—		—			—			—	—			3,651			—			3,651
Balance at June 30, 2019	288,730		$	289		$	2,578,050		3,751	$	(16,788	)	$	(116,812	)	$	(401,741	)	$	2,042,998

For the nine months ended June 30, 2019



	Common Stock					Additional Paid-In Capital			Treasury Stock				Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Stockholders' Equity
	Shares		Amount			Additional Paid-In Capital			Shares	Amount			Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Stockholders' Equity
	(In thousands)
Balance at September 30, 2018	291,504		$	291		$	2,597,693		3,751	$	(16,788	)	$	(122,863	)	$	(740,837	)	$	1,717,496
Adoption of ASC 606	—		—			—			—	—			—			233,415			233,415
Issuance of common stock under employee stock plans	7,225		8			8,635			—	—			—			—			8,643
Cancellation of restricted stock, and repurchase of common stock at cost for employee tax withholding	(2,229	)	(2		)	(35,850		)	—	—			—			—			(35,852		)
Stock-based compensation	—		—			128,499			—	—			—			—			128,499
Repurchase and retirement of common stock	(7,770	)	(8		)	(120,927		)	—	—			—			—			(120,935		)
Reclassification of currency translation differences into earnings as a result of the disposition of our Imaging business	—		—			—			—	—			5,605			—			5,605
Net income	—		—			—			—	—			—			105,681			105,681
Other comprehensive income	—		—			—			—	—			446			—			446
Balance at June 30, 2019	288,730		$	289		$	2,578,050		3,751	$	(16,788	)	$	(116,812	)	$	(401,741	)	$	2,042,998

See accompanying notes.

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NUANCE COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS



	Nine Months Ended June 30,
	2020			2019
	(Unaudited) (In thousands)
Cash flows from operating activities:
Net income (loss) from continuing operations	$	51,533		$	(15,203	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation	27,990			37,117
Amortization	55,893			61,636
Stock-based compensation	98,030			84,476
Non-cash interest expense	37,269			37,011
Deferred tax benefit	(55,626		)	(5,126		)
Loss on extinguishment of debt	18,656			910
Other	2,905			(651		)
Changes in operating assets and liabilities, excluding effects of acquisitions:
Accounts receivable	26,264			12,318
Prepaid expenses and other assets	5,030			(14,760		)
Accounts payable	(15,868		)	8,269
Accrued expenses and other liabilities	(84,762		)	2,847
Deferred revenue	19,706			16,448
Net cash provided by operating activities - continuing operations	187,020			225,292
Net cash (used in) provided by operating activities - discontinued operations	(13,307		)	71,902
Net cash provided by operating activities	173,713			297,194
Cash flows from investing activities:
Capital expenditures	(45,550		)	(32,243		)
Proceeds from disposition of businesses, net of transaction fees	—			407,043
Purchases of marketable securities and other investments	(157,976		)	(256,332		)
Proceeds from sales and maturities of marketable securities and other investments	290,584			262,914
Other	1,374			(3,102		)
Net cash provided by investing activities	88,432			378,280
Cash flows from financing activities:
Repurchase and redemption of debt	(513,642		)	(300,000		)
Net distribution from Cerence upon the spin-off	139,090			—
Payments for repurchase of common stock	(169,218		)	(120,935		)
Proceeds from issuance of common stock from employee stock plans	7,204			8,643
Proceeds from the revolving credit facility	230,000			—
Repayment of the revolving credit facility	(230,000		)	—
Payments for taxes related to net share settlement of equity awards	(39,968		)	(42,562		)
Other financing activities	(2,840		)	(1,442		)
Net cash used in financing activities	(579,374		)	(456,296		)
Effects of exchange rate changes on cash and cash equivalents	(3,177		)	1,236
Net (decrease) increase in cash and cash equivalents	(320,406		)	220,414
Cash and cash equivalents at beginning of period	560,961			315,963
Cash and cash equivalents at end of period	$	240,555		$	536,377

See accompanying notes.

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NUANCE COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Presentation

Nuance Communications, Inc. ("we", "Nuance", "our", "us", or the "Company") is a pioneer and leader in conversational and cognitive artificial intelligence ("AI") innovations that bring intelligence to everyday work and life. Our solutions and technologies can understand, analyze and respond to human language to increase productivity and amplify human intelligence. Our solutions are used by businesses in the healthcare, financial services, telecommunications and travel industries, among others. We had three reportable segments as of June 30, 2020: Healthcare, Enterprise, and Other. See Note 17 for a description of each of these segments.

As more fully described in Note 4, on October 1, 2019, we completed the spin-off of our Automotive business as an independent public company, Cerence Inc. ("Cerence"). The historical results of our Automotive business are included within discontinued operations for all the historical periods presented.

Although we believe the disclosures included herein are adequate to ensure that the condensed consolidated financial statements are fairly presented, certain information and footnote disclosures to the financial statements have been condensed or omitted in accordance with the rules and regulations of the SEC. Accordingly, the condensed consolidated financial statements and the footnotes included herein should be read in conjunction with the audited financial statements and the footnotes included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2019. The results of operations for the interim periods presented are not necessarily indicative of the results for the entire fiscal year or any future period.

As more fully described in Note 14, our financial results for the three months ended March 31, 2020 have been revised for a tax adjustment resulting from implementation of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).

2. Summary of Significant Accounting Policies

Recently Adopted Accounting Standards

Leases

In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02, "Leases" ("ASC 842"), which became effective for fiscal years beginning after December 15, 2018 and interim periods therein, with early adoption permitted. ASC 842 requires lessees to recognize on the balance sheet a right-of-use asset, representing its right to use the underlying asset for the lease term, and a lease liability for all leases with terms greater than 12 months. The guidance also requires qualitative and quantitative disclosures designed to assess the amount, timing, and uncertainty of cash flows arising from leases. The standard initially required the use of a modified retrospective transition approach, which includes a number of optional practical expedients that entities may elect to apply. We adopted ASC 842 in the first quarter of fiscal year 2020.

In July 2018, the FASB issued ASU 2018-10, "Codification Improvements to Topic 842, Leases" and ASU 2018-11, "Leases Topic 842 Targeted Improvements", which provide an additional (and optional) transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. Additionally, in March 2019, the FASB issued ASU 2019-01, "Codification Improvements to Topic 842", which provides guidance in the following areas: (1) determining the fair value of the underlying asset by lessors that are not manufacturers or dealers and (2) clarification of interim disclosure requirements during transition. We adopted ASC 842, as amended, as of October 1, 2019 under the optional transition method and elected the package of practical expedients under the transition guidance.

As a result of the adoption, we recognized $120 million of operating lease right-of-use assets, and approximately $140 million of operating lease obligations. Approximately $20 million of deferred rent balances were reclassified against the costs of the right-of-use assets. The cumulative-effect adjustment to retained earnings as of October 1, 2019 was immaterial. The adoption of the guidance did not have a material impact on our condensed consolidated statement of operations or consolidated statement of cash flows.

Income Taxes

In January 2018, the FASB issued ASU 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income ("AOCI"), which became effective for fiscal years beginning after December 15, 2018 and interim periods therein. The guidance gives entities the option to reclassify to retained earnings the tax effects resulting from the Tax Cuts and Jobs Act ("TCJA") related to items in AOCI. The guidance may be applied retrospectively to each period in which the effect of the TCJA is recognized in the period of adoption. The adoption of the guidance did not have a material impact on our condensed consolidated financial statements.

NUANCE COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Issued Accounting Standards Not Yet Adopted

Internal-Use Software

In August 2018, the FASB issued ASU 2018-15, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract", which is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The guidance requires that implementation costs related to a hosting arrangement that is a service contract be capitalized and amortized over the term of the hosting arrangement, starting when the module or component of the hosting arrangement is ready for its intended use. The guidance will be applied retrospectively to each period presented. We do not expect the implementation to have a material impact on our condensed consolidated financial statements.

3. Revenue Recognition

We derive revenue from the following sources: (1) hosting services, (2) software licenses, including royalties, (3) maintenance and support ("M&S"), (4) professional services, and (5) sale of hardware. Revenue is reported net of applicable sales and use tax, value-added tax and other transaction taxes imposed on the related transaction including mandatory government charges that are passed through to our customers. We account for a contract when both parties have approved and committed to the contract, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and the collectibility of the consideration is probable.

The majority of our arrangements with customers typically contain multiple products and services. We account for individual products and services separately if they are distinct--that is, if a product or service is separately identifiable from other items in the contract and if a customer can benefit from it on its own or with other resources that are readily available to the customer.

We recognize revenue after applying the following five steps:


•	identification of the contract, or contracts, with a customer;


•	identification of the performance obligations in the contract, including whether they are distinct within the context of the contract;


•	determination of the transaction price, including the constraint on variable consideration;


•	allocation of the transaction price to the performance obligations in the contract; and


•	recognition of revenue when, or as, performance obligations are satisfied.

We allocate the transaction price of the arrangement based on the relative estimated standalone selling price ("SSP") of each distinct performance obligation. In determining SSP, we maximize observable inputs and consider a number of data points, including:


•	the pricing of standalone sales (in the instances where available);


•	the pricing established by management when setting prices for deliverables that are intended to be sold on a standalone basis;


•	contractually stated prices for deliverables that are intended to be sold on a standalone basis; and


•	other pricing factors, such as the geographical region in which the products are sold and expected discounts based on the customer size and type.

We only include estimated amounts of variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. We reduce transaction prices for estimated returns and other allowances that represent variable consideration under ASU No. 2014-09, "Revenue from Contracts with Customers: Topic 606" ("ASC 606"), which we estimate based on historical return experience and other relevant factors and record a reduction to revenue and accounts receivable. Other forms of contingent revenue or variable consideration are infrequent.

Revenue is recognized when control of these products and services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services.

We assess the timing of the transfer of products or services to the customer as compared to the timing of payments to determine whether a significant financing component exists. In accordance with the practical expedient in ASC 606-10-32-18, we do not assess the existence of a significant financing component when the difference between payment and transfer of deliverables is a

NUANCE COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

year or less. If the difference in timing arises for reasons other than the provision of financing to either the customer or us, no financing component is deemed to exist. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our services, not to receive or provide financing from or to customers. We do not consider set-up fees nor other upfront fees paid by our customers to represent a financing component.

Certain products are sold through distributors or resellers. Certain distributors and resellers have been granted right of return and selling incentives which are accounted for as variable consideration when estimating the amount of revenue to be recognized. Returns and credits are estimated at the contract inception and updated at the end of each reporting period as additional information becomes available. In accordance with the practical expedient in ASC 606-10-10-4, we apply a portfolio approach to estimate the variable consideration associated with this group of customers.

Reimbursements for out-of-pocket costs generally include, but are not limited to, costs related to transportation, lodging and meals. Revenue from reimbursed out-of-pocket costs is accounted for as variable consideration.

Shipping and handling activities are not considered a contract performance obligation. We record shipping and handling costs billed to customers as revenue with offsetting costs recorded as cost of revenue.

Performance Obligations

Hosting

Hosting services, which allow our customers to use the hosted software over the contract period without taking possession of the software, are provided on a usage basis as consumed or on a fixed fee subscription basis. Our hosting contract terms generally range from one to five years.

As each day of providing services is substantially the same and the customer simultaneously receives and consumes the benefits as access is provided, we have determined that our hosting services arrangements are a single performance obligation comprised of a series of distinct services. These services include variable consideration, which is typically a function of usage. We recognize revenue as each distinct service period is performed (i.e., recognized as incurred).

Subscription-based revenue represents a single promise to stand-ready to provide access to our hosting services. Revenue is recognized over time on a ratable basis over the hosting contract term, which generally ranges from one to five years.

Software Licenses

On-premise software licenses sold with non-distinct professional services to customize and/or integrate the underlying software are accounted for as a combined performance obligation. Revenue from the combined performance obligation is recognized over time based upon the progress towards completion of the project, which is measured based on the labor hours already incurred to date as compared to the total estimated labor hours.

Revenue from distinct on-premise software licenses, which do not require professional services to customize and/or integrate the software license, is recognized at the point in time when the software is made available to the customer and control is transferred.

Revenue from software licenses sold on a royalty basis, where the license of intellectual property is the predominant item to which the royalty relates, is recognized in the period the usage occurs in accordance with the practical expedient in ASC 606-10-55-65(A).

Maintenance and Support

Our M&S contracts generally include telephone support and the right to receive unspecified upgrades and updates on a when-and-if available basis. M&S revenue is recognized over time on a ratable basis over the contract period because we transfer control evenly by providing a stand-ready service.

Professional Services

Revenue from distinct professional services, including training, is recognized over time based upon the progress towards completion of the project, which is measured based on the labor hours already incurred to date as compared to the total estimated labor hours.

Hardware

Hardware revenue is recognized at the point in time when control is transferred to the customer, which is typically upon delivery.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Significant Judgments

Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Our license contracts often include professional services to customize and/or integrate the licenses into the customer’s environment. Judgment is required to determine whether the license is considered distinct and accounted for separately, or not distinct and accounted for together with professional services.

Judgments are required to determine the SSP for each distinct performance obligation. When SSP is directly observable, we estimate SSP based upon the historical transaction prices, adjusted for geographic considerations, customer classes, and customer relationship profiles. In instances where SSP is not directly observable, we determine SSP using information that may include market conditions and other observable inputs. We may have more than one SSP for individual products and services due to the stratification of those products and services by customers and circumstances. In these instances, we may use information such as the size of the customer and geographic region in determining SSP. Determining SSP for performance obligations which we never sell separately also requires significant judgment. In estimating the SSP for such performance obligations, we consider the likely price that would have resulted from established pricing practices had the deliverable been offered separately and the prices a customer would likely be willing to pay.

From time to time, we may enter into arrangements with third party suppliers to resell products or services. In such cases, we evaluate whether we are the principal (i.e. report revenues on a gross basis) or agent (i.e. report revenues on a net basis). In doing so, we first evaluate whether we control the good or service before it is transferred to the customer. If we control the good or service before it is transferred to the customer, we are the principal; if not, we are the agent. Generally, we control a promised good or service before transferring that good or service to the customer and act as the principal to the transaction. Determining whether we control the good or service before it is transferred to the customer may require judgment.

Disaggregated Revenue

We disaggregate revenue from contracts with customers by reportable segment and products and services as this presentation depicts the timing, risks and uncertainty of our revenue streams, which is also in line with how we manage our businesses, assess performance, and determine management compensation. Our disaggregated revenue from continuing operations is as follows (dollars in thousands):



	Three Months Ended June 30,
	2020								2019
	Hosting and professional services		Product and licensing		Maintenance and support		Total		Hosting and professional services		Product and licensing		Maintenance and support		Total
Healthcare	$	134,870	$	30,421	$	34,572	$	199,863	$	142,502	$	48,302	$	37,062	$	227,866
Enterprise	83,858		16,746		29,788		130,392		80,346		28,232		29,204		137,782
Other	6,576		1,555		12		8,143		10,012		1,650		127		11,789
Total revenues	$	225,304	$	48,722	$	64,372	$	338,398	$	232,860	$	78,184	$	66,393	$	377,437



	Nine Months Ended June 30,
	2020									2019
	Hosting and professional services		Product and licensing		Maintenance and support			Total		Hosting and professional services		Product and licensing		Maintenance and support		Total
Healthcare	$	426,866	$	165,680	$	102,246		$	694,792	$	401,884	$	183,039	$	119,212	$	704,135
Enterprise	242,334		74,741		88,933			406,008		235,562		63,285		83,829		382,676
Other	22,095		3,080		(7		)	25,168		40,658		5,975		252		46,885
Total revenues	$	691,295	$	243,501	$	191,172		$	1,125,968	$	678,104	$	252,299	$	203,293	$	1,133,696

Hardware revenue comprised approximately $5.7 million and $20.5 million of total product and license revenue for the three and nine months ended June 30, 2020, and $6.4 million and $21.5 million of total product and license revenue for the three and nine months ended June 30, 2019.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Contract Acquisition Costs

We are required to capitalize certain contract acquisition costs under ASC 606. The capitalized costs primarily relate to paid commissions and other direct, incremental costs to acquire customer contracts. In accordance with the practical expedient in ASC 606-10-10-4, we apply a portfolio approach to estimate contract acquisition costs for groups of customer contracts. We elect to apply the practical expedient in ASC 340-40-25-4 and will expense contract acquisition costs as incurred where the expected period of benefit is one year or less. Sales commissions paid on renewal maintenance and support are not commensurate with sales commissions paid on the initial maintenance and support contract. Contract acquisition costs are deferred and amortized on a straight-line basis over the period of benefit, which we have estimated to be between one and five years. The period of benefit was determined based on an average customer contract term, expected contract renewals, changes in technology and our ability to retain customers including canceled contracts. Contract acquisition costs are classified as current or noncurrent assets based on when the expense will be recognized. The current and noncurrent portions of contract acquisition costs are included in Prepaid expenses and other current assets, and Other assets, respectively. As of June 30, 2020, we had $18.9 million of current contract acquisition costs and $44.1 million of noncurrent contract acquisition costs. As of September 30, 2019, we had $19.9 million of current contract acquisition costs and $30.1 million of noncurrent contract acquisition costs. Commission expense is primarily included in sales and marketing expense on the consolidated statements of operations. We had amortization expense related to contract acquisition costs of $4.7 million and $13.3 million for the three and nine months ended June 30, 2020, and $4.3 million and $11.3 million for the three and nine months ended June 30, 2019. There was no impairment related to commission costs capitalized.

Capitalized Contract Costs

We capitalize incremental costs incurred to fulfill our contracts that (1) relate directly to the contract, (2) are expected to generate resources that will be used to satisfy our performance obligation under the contract, and (3) are expected to be recovered through revenue generated under the contract. Our capitalized costs consist primarily of setup costs, such as costs to standup, customize, and develop applications for each customer. These costs are incurred to satisfy our stand-ready obligation to provide access to our connected offerings. The contract costs are expensed to cost of revenue as we satisfy our stand-ready obligation over the contract term, which we estimate to be between one and five years. The contract term estimation was determined based on an average customer contract term, expected contract renewals, changes in technology, and our ability to retain customers including canceled contracts. We classify capitalized contract costs as current or noncurrent based on the timing of when we expect to recognize the expense. The current and noncurrent portions of capitalized contract fulfillment costs are included in Prepaid expenses and other current assets, and Other assets, respectively. At June 30, 2020, we had $18.6 million of short-term contract costs included with Prepaid expenses and other current assets and $32.7 million of long-term costs included within Other assets. As of September 30, 2019, we had $17.2 million of short-term contract costs included with Prepaid expenses and other current assets and $38.5 million of long-term costs included within Other assets.

Trade Accounts Receivable and Contract Balances

We classify our right to consideration in exchange for deliverables as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional (i.e. only the passage of time is required before payment is due). We present such receivables in Accounts receivable, net in our consolidated balance sheets at their net estimated realizable value. We maintain an allowance for doubtful accounts to provide for the estimated amount of receivables that may not be collected. The allowance is based upon an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and other applicable factors.

Our contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Contract assets include unbilled amounts from long-term contracts when revenue recognized exceeds the amount billed to the customer, and right to payment is not solely subject to the passage of time. The current and noncurrent portions of contract assets are included in Prepaid expenses and other current assets, and Other assets. As of June 30, 2020, we had $39.8 million of current contract assets and $124.7 million of noncurrent contract assets. As of September 30, 2019, we had $58.7 million of current contract assets and $108.7 million of noncurrent contract assets. The table below shows significant changes in contract assets of continuing operations (dollars in thousands):



	Contract assets
Balance as of September 30, 2019	$	167,324
Revenues recognized but not billed	217,622
Amounts reclassified to accounts receivable	(220,398		)
Balance at June 30, 2020	$	164,548

Our contract liabilities, or Deferred revenue, consist of advance payments and billings in excess of revenues recognized. We classify Deferred revenue as current or noncurrent based on when we expect to recognize the revenues. At June 30, 2020, we had $367.0 million of Deferred revenue. The table below shows significant changes in Deferred revenue of continuing operations (dollars in thousands):



	Deferred revenue
Balance as of September 30, 2019	$	348,006
Amounts bill but not recognized	625,732
Revenue recognized	(606,700		)
Balance at June 30, 2020	$	367,038

Remaining Performance Obligations

The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at June 30, 2020 (dollars in thousands):



	Within One Year		Two to Four Years		Greater than Four Years		Total
Total revenue	$	728,221	$	946,026	$	77,864	$	1,752,111

The table above includes fixed backlogs and does not include variable backlog derived from contingent usage-based activities, such as royalties and usage-based hosting revenue.

4. Disposition of Businesses

Spin-off of Automotive

On October 1, 2019, we completed the spin-off of our Automotive business as an independent public company, Cerence, and a pro rata and tax-free distribution to our stockholders of all of the outstanding shares of Cerence owned by Nuance on October 1, 2019. The distribution was made in the amount of one share of Cerence common stock for every eight shares of Nuance common stock owned by Nuance’s stockholders of record as of 5:00 p.m. Eastern Time on September 17, 2019.

In connection with the spin-off, on September 30, 2019, we sold 1.8% of our equity interest in Cerence to a non-affiliated third party for a total cash consideration of $9.8 million. The difference between the consideration received and the carrying amount of the non-controlling interest was recognized in additional paid-in capital, which was subsequently derecognized as part of the spin-off transaction. Effective as of October 1, 2019, for all periods presented, the results of operations of our former Automotive business have been included within discontinued operations.

For the nine months ended June 30, 2020, we incurred cash payments of $13.3 million related to the separation and spin-off of our Automotive business, which have been presented as operating cash flows from discontinued operations.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Sale of Imaging

On February 1, 2019, we completed the sale of our Imaging business and received approximately $404.0 million in cash, after estimated transaction expenses. As a result, we recorded a gain of approximately $102.4 million, which has been included within Net income from discontinued operations.

The historical results of operations for Imaging and Automotive have been included within discontinued operations in our condensed consolidated financial statements. The following table summarizes the results of the discontinued operations (dollars in thousands):



	Three Months Ended June 30,
	2020		2019
	Automotive		Imaging		Automotive			Total
Major line items constituting net income of discontinued operations:
Revenue	$	—	$	—	$	71,760		$	71,760
Cost of revenue	—		—		18,921			18,921
Research and development	—		—		20,524			20,524
Sales and marketing	—		—		6,898			6,898
General and administrative	—		—		587			587
Amortization of intangible assets	—		—		3,132			3,132
Acquisition-related costs, net	—		—		366			366
Restructuring and other charges, net	—		—		14,171			14,171
Other	—		—		149			149
Income from discontinued operations before income taxes	—		—		7,012			7,012
Benefit for income taxes	—		—		(2,934		)	(2,934		)
Gain on disposition	—		—		—			—
Net income from discontinued operations	$	—	$	—	$	9,946		$	9,946

Supplemental information:
Depreciation	$	—	$	—	$	1,993		$	1,993
Amortization	$	—	$	—	$	5,458		$	5,458
Stock compensation	$	—	$	—	$	5,751		$	5,751
Capital expenditures	$	—	$	—	$	(1,382	)	$	(1,382	)

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



	Nine Months Ended June 30,
	2020			2019
	Automotive			Imaging			Automotive			Total
Major line items constituting net income of discontinued operations:
Revenue	$	—		$	67,430		$	218,738		$	286,168
Cost of revenue	—			16,946			70,571			87,517
Research and development	—			7,557			62,076			69,633
Sales and marketing	—			28,433			22,959			51,392
General and administrative	—			1,997			1,735			3,732
Amortization of intangible assets	—			5,219			9,396			14,615
Acquisition-related costs, net	—			(386		)	783			397
Restructuring and other charges, net	7,386			13,251			34,222			47,473
Other	—			—			(101		)	(101		)
(Loss) income from discontinued operations before income taxes	(7,386		)	(5,587		)	17,097			11,510
Provision (benefit) for income taxes	1,194			(2,688		)	(4,315		)	(7,003		)
Gain on disposition	—			102,371			—			102,371
Net (loss) income from discontinued operations	$	(6,192	)	$	99,472		$	21,412		$	120,884

Supplemental information:
Depreciation	$	—		$	391		$	6,194		$	6,585
Amortization	$	—		$	6,569		$	16,490		$	23,059
Stock compensation	$	—		$	7,103		$	15,667		$	22,770
Capital expenditures	$	—		$	—		$	(3,253	)	$	(3,253	)

The following table summarizes the assets and liabilities included within discontinued operations (dollars in thousands):



	September 30, 2019
Major classes of assets of discontinued operations:
Accounts receivable, net	$	67,928
Prepaid expenses and other current assets	23,930
Land, building and equipment, net	20,113
Goodwill	1,115,568
Intangible assets, net	65,561
Other assets	35,366
Total assets	$	1,328,466

Major classes of liabilities of discontinued operations:
Accounts payable	$	14,039
Accrued expenses and other current liabilities	27,429
Deferred revenue	353,700
Other liabilities	21,603
Total liabilities	$	416,771

NUANCE COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

5. Goodwill and Intangible Assets

The changes in the carrying amount of goodwill by reportable segment for the nine months ended June 30, 2020 are as follows (dollars in thousands):

Goodwill



	Healthcare			Enterprise		Other		Total
Balance as of September 30, 2019	$	1,435,144		$	679,903	$	12,849	$	2,127,896
Purchase accounting adjustments	(31		)	—		—		(31		)
Effect of foreign currency translation	639			1,193		39		1,871
Balance at June 30, 2020	$	1,435,752		$	681,096	$	12,888	$	2,129,736

Other Intangible Assets

The changes in the carrying amount of intangible assets for the nine months ended June 30, 2020 are as follows (dollars in thousands):



	Intangible Assets
Balance at September 30, 2019	$	291,371
Amortization	(55,893		)
Effect of foreign currency translation	225
Balance at June 30, 2020	$	235,703

6. Financial Instruments and Hedging Activities

Derivatives Not Designated as Hedges

Forward Currency Contracts

We have operations in a number of international locations where currency exchange rates can be volatile. We utilize foreign currency forward contracts to mitigate the risks associated with changes in foreign currency exchange rates so that our exposure to foreign currencies will be mitigated or offset by the gains or losses on the foreign currency forward contracts. Generally, we enter into such contracts for less than 90 days and have no cash requirements until maturity. As of June 30, 2020 and September 30, 2019, we had outstanding contracts with a total notional value of $41.4 million and $189.6 million, respectively.

We did not designate any forward contracts as hedging instruments for the nine months ended June 30, 2020 or 2019. Therefore, changes in fair value of foreign currency forward contracts were recognized within Other income (expense), net in our condensed consolidated statements of operations. The cash flows related to the settlement of forward contracts not designated as hedging instruments are included in cash flows from investing activities within our condensed consolidated statement of cash flows.

A summary of the derivative instruments is as follows (dollars in thousands):



Derivatives Not Designated as Hedges	Balance Sheet Classification	Fair Value
Derivatives Not Designated as Hedges	Balance Sheet Classification	June 30, 2020			September 30, 2019
Foreign currency forward contracts	Prepaid expenses and other current assets	$	122		$	597
Foreign currency forward contracts	Accrued expenses and other current liabilities	$	(247	)	$	(327	)

A summary of income (loss) related to foreign currency forward contracts for the three and nine months ended June 30, 2020 and 2019 is as follows (dollars in thousands):



	Income Statement Classification	Three Months Ended June 30,					Nine Months Ended June 30,
Derivatives Not Designated as Hedges	Income (Loss) Recognized	2020		2019			2020		2019
Foreign currency forward contracts	Other income (expense), net	$	9	$	(799	)	$	451	$	(359	)

NUANCE COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

7. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Valuation techniques must maximize the use of observable inputs and minimize the use of unobservable inputs. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and consider assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.

The determination of the applicable level within the hierarchy of a particular financial asset or liability depends on the lowest level of inputs that are significant to the fair value measurement as of the measurement date as follows:


•	Level 1: Quoted prices for identical assets or liabilities in active markets.


•	Level 2: Observable inputs other than those described as Level 1.


•	Level 3: Unobservable inputs that are supportable by little or no market activities and are based on significant assumptions and estimates.

Assets and liabilities measured at fair value on a recurring basis at June 30, 2020 and September 30, 2019 consisted of the following (dollars in thousands):



	June 30, 2020
	Level 1		Level 2			Level 3			Total
Assets:
Money market funds ^(a)	$	98,218	$	—		$	—		$	98,218
Time deposits^(b)	—		100,470			—			100,470
Commercial paper, $15,128 at cost ^(b)	—		15,168			—			15,168
Corporate notes and bonds, $15,460 at cost ^(b)	—		15,507			—			15,507
Foreign currency exchange contracts ^(b)	—		122			—			122
Total assets at fair value	$	98,218	$	131,267		$	—		$	229,485
Liabilities:
Foreign currency exchange contracts ^(b)	$	—	(247		)	$	—		$	(247	)
Contingent acquisition payments ^(c)	—		—			(2,506		)	(2,506		)
Total liabilities at fair value	$	—	$	(247	)	$	(2,506	)	$	(2,753	)



	September 30, 2019
	Level 1		Level 2			Level 3			Total
Assets:
Money market funds ^(a)	$	217,861	$	—		$	—		$	217,861
Time deposits ^(b)	—		115,913			—			115,913
Commercial paper, $77,089 at cost ^(b)	—		77,494			—			77,494
Corporate notes and bonds, $37,504 at cost ^(b)	—		37,566			—			37,566
Foreign currency exchange contracts ^(b)	—		597			—			597
Total assets at fair value	$	217,861	$	231,570		$	—		$	449,431
Liabilities:
Foreign currency exchange contracts ^(b)	$	—	$	(327	)	$	—		$	(327	)
Contingent acquisition payments ^(c)	—		—			(2,925		)	(2,925		)
Total liabilities at fair value	$	—	$	(327	)	$	(2,925	)	$	(3,252	)


^(a)	Money market funds and time deposits with original maturity of 90 days or less are included within cash and cash equivalents in the consolidated balance sheets and are valued at quoted market prices in active markets.

^(b)

Time deposits, commercial paper, corporate notes and bonds, and foreign currency exchange contracts are recorded at fair market values, which are determined based on the most recent observable inputs for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active or are directly or indirectly observable. Time deposits are generally for terms of one year or less. Commercial paper and corporate notes and bonds generally mature within three years and had a weighted average maturity of 0.35 years as of June 30, 2020 and 0.53 years as of September 30, 2019.

NUANCE COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


^(c)	The fair values of our contingent consideration arrangements were determined using either the option pricing model with Monte Carlo simulation or the probability-weighted discounted cash flow method.

The estimated fair value of our long-term debt was approximately $1,972.7 million (face value $1,666.5 million) as of June 30, 2020 and $2,143.4 million (face value $2,137.0 million) as of September 30, 2019 based on Level 2 measurements. The fair value of each borrowing was estimated using the average of the bid and ask trading quotes at each respective reporting date. There was no balance outstanding under our revolving credit agreement as of June 30, 2020 or September 30, 2019.

Additionally, contingent acquisition payments are recorded at fair values upon the acquisition and are remeasured in subsequent reporting periods with the changes in fair values recorded within acquisition-related costs, net. Such payments are contingent upon the achievement of specified performance targets and are valued using the option pricing model with Monte Carlo simulation or the probability-weighted discounted cash flow model (Level 3 measurement).

The following table provides a summary of changes in the aggregate fair value of the contingent acquisition payments for all periods presented (dollars in thousands):



	Three Months Ended June 30,					Nine Months Ended June 30,
	2020		2019			2020			2019
Balance at beginning of period	$	2,493	$	1,450		$	2,550		$	4,000
Payments and foreign currency translation	13		—			(44		)	(2,550		)
Adjustments to fair value included in acquisition-related costs, net	—		(561		)	—			(561		)
Balance at end of period	$	2,506	$	889		$	2,506		$	889

Contingent acquisition payments are to be made in periods through fiscal year 2021. As of June 30, 2020, the maximum amount payable based on the agreements was $4.8 million if the specified performance targets are achieved.

8. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (dollars in thousands):



	June 30, 2020		September 30, 2019
Compensation	$	97,344	$	119,412
Cost of revenue related liabilities	27,218		58,012
Accrued interest payable	3,260		19,302
Consulting and professional fees	9,708		20,401
Sales and marketing incentives	1,590		2,692
Sales and other taxes payable	7,023		8,089
Facility-related liabilities	—		2,503
Operating lease obligations	26,450		—
Other	7,251		19,159
Total	$	179,844	$	249,570

NUANCE COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

9. Restructuring and Other Charges, net

Restructuring and other charges, net include restructuring expenses together with other charges that are unusual in nature, are the result of unplanned events, and arise outside of the ordinary course of our business.

The following table represents the roll forward of restructuring liabilities for the nine months ended June 30, 2020 (dollars in thousands):



	Personnel			Facilities			Total
Balance at September 30, 2019	$	3,587		$	3,622		$	7,209
ASC 842 implementation ^(a)	—			11,674			11,674
Restructuring charges, net	4,778			2,654			7,432
Non-cash adjustment	—			1,263			1,263
Cash payments	(7,214		)	(5,125		)	(12,339		)
Balance at June 30, 2020	$	1,151		$	14,088		$	15,239

(a) The amount represents a reclassification of estimated sublease income from restructuring accrual to reduce the costs of right-of-use assets upon the adoption of ASC 842 on October 1, 2019.

The table below presents the Restructuring and other charges, net associated with each segment, but excluded from calculation of each segment's profit (dollars in thousands):



	Three Months Ended June 30,
	2020													2019
	Personnel			Facilities		Total Restructuring			Other Charges		Total			Personnel			Facilities		Total Restructuring			Other Charges		Total
Healthcare	$	119		$	2	$	121		$	—	$	121		$	222		$	1	$	223		$	—	$	223
Enterprise	(121		)	76		(45		)	—		(45		)	(165		)	—		(165		)	—		(165		)
Other	—			34		34			—		34			529			15		544			239		783
Corporate	445			9		454			1,356		1,810			730			354		1,084			22		1,106
Total	$	443		$	121	$	564		$	1,356	$	1,920		$	1,316		$	370	$	1,686		$	261	$	1,947



	Nine Months Ended June 30,
	2020													2019
	Personnel		Facilities			Total Restructuring			Other Charges		Total			Personnel		Facilities		Total Restructuring		Other Charges		Total
Healthcare	$	1,901	$	1,777		$	3,678		$	—	$	3,678		$	4,672	$	142	$	4,814	$	—	$	4,814
Enterprise	1,416		794			2,210			—		2,210			5,086		13		5,099		—		5,099
Other	—		(277		)	(277		)	—		(277		)	1,443		15		1,458		3,306		4,764
Corporate	1,461		360			1,821			7,500		9,321			2,680		676		3,356		8,413		11,769
Total	$	4,778	$	2,654		$	7,432		$	7,500	$	14,932		$	13,881	$	846	$	14,727	$	11,719	$	26,446

Fiscal Year 2020

For the nine months ended June 30, 2020, we recorded restructuring charges of $7.4 million, which included $4.8 million related to the termination of approximately 186 employees and $2.7 million related to the shutdown of certain facilities. Of these amounts, $0.6 million was recorded for the three months ended June 30, 2020, which included $0.4 million related to the termination of approximately 111 employees and $0.1 million related to the shutdown of facilities. These actions were part of our strategic initiatives focused on investment rationalization, process optimization and cost reduction as we continue to evaluate the footprint of our offices and facilities. We expect the remaining outstanding severance of $1.2 million to be substantially paid during fiscal year 2020, and the remaining balance of $14.1 million related to facilities to be paid through fiscal year 2027, in accordance with the terms of the applicable leases.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

to a malware incident that occurred in the third quarter of fiscal year 2017 (the "2017 Malware Incident"). Of these amounts, we recorded $0.4 million related to the separation of our Automotive business and $0.9 million related to the 2017 Malware Incident for the three months ended June 30, 2020.

Fiscal Year 2019

For the nine months ended June 30, 2019, we recorded restructuring charges of $14.7 million, which included $13.9 million related to the termination of approximately 305 employees and $0.8 million related to the shutdown of certain facilities. Of these amounts, $1.7 million was recorded for the three months ended June 30, 2019, which included $1.3 million related to the termination of approximately 31 employees and $0.4 million related to the shutdown of facilities. These actions were part of our strategic initiatives focused on investment rationalization, process optimization and cost reduction.

Additionally, for the nine months ended June 30, 2019, we recorded $9.2 million of professional services fees related to the execution of our corporate transformational efforts and $3.3 million of accelerated depreciation related to our Mobile Operator Services business, offset in part by a $0.7 million cash receipt from insurance claims related to the 2017 Malware Incident. Of these amounts, we recorded $0.4 million of professional services fees related to the execution of our corporate transformational efforts and $0.2 million of accelerated depreciation related to our Mobile Operator Services business, offset in part by a $0.4 million cash receipt related to the 2017 Malware Incident for the three months ended June 30, 2019.

10. Debt

As of June 30, 2020 and September 30, 2019, we had the following borrowing obligations (dollars in thousands):



	June 30, 2020			September 30, 2019
5.625% Senior Notes due 2026, net of deferred issuance costs of $4.0 million and $4.5 million, respectively. Effective interest rate 5.625%.	$	495,994		$	495,518
6.000% Senior Notes due 2024, net of deferred issuance costs of $1.5 million. Effective interest rate 6.000%.	—			298,529
1.000% Convertible Debentures due 2035, net of unamortized discount of $71.6 million and $91.6 million, respectively, and deferred issuance costs of $3.3 million and $4.3 million, respectively. Effective interest rate 5.622%.	601,593			580,639
2.750% Convertible Debentures due 2031. Effective interest rate 7.432%.	—			46,568
1.250% Convertible Debentures due 2025, net of unamortized discount of $47.3 million and $71.6 million, respectively, and deferred issuance costs of $2.0 million and $3.1 million, respectively. Effective interest rate 5.578%.	213,283			275,257
1.500% Convertible Debentures due 2035, net of unamortized discount of $12.8 million and $22.7 million, respectively, and deferred issuance costs of $0.4 million and $0.8 million, respectively. Effective interest rate 5.394%.	214,217			240,406
Deferred issuance costs related to our Revolving Credit Facility	(262		)	(511		)
Total debt	1,524,825			1,936,406
Less: current portion ^(a)	—			(1,142,870		)
Total long-term debt	$	1,524,825		$	793,536

^(a) As of September 30, 2019, in connection with the anticipated Cerence spin-off, the holders had the right to convert all or any portion of their debentures until the close of business on October 1, 2019. As a result, the net carrying amounts of our convertible notes were included in current liabilities as of September 30, 2019. Upon the conclusion of the conversion period on October 1, 2019, none of the holders exercised their right to convert. As a result, the net carrying amounts of the convertible notes were reclassified back to long-term debt in the first quarter of fiscal year 2020.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes the maturities of our borrowing obligations as of June 30, 2020 (dollars in thousands):



Fiscal Year	Convertible Debentures⁽¹⁾			Senior Notes			Total
2020	$	—		$	—		$	—
2021	—			—			—
2022	227,395			—			227,395
2023	676,488			—			676,488
2024	—			—			—
Thereafter	262,656			500,000			762,656
Total before unamortized discount	1,166,539			500,000			1,666,539
Less: unamortized discount and issuance costs	(137,446		)	(4,268		)	(141,714		)
Total long-term debt	$	1,029,093		$	495,732		$	1,524,825


⁽¹⁾	Pursuant to the terms of each convertible instrument, holders have the right to redeem the debt on specific dates prior to maturity. The repayment schedule above assumes that payment is due on the next redemption date after June 30, 2020.

5.625% Senior Notes due 2026

In December 2016, we issued $500.0 million aggregate principal amount of 5.625% Senior Notes due on December 15, 2026 (the "2026 Senior Notes") in a private placement. The proceeds from the 2026 Senior Notes were approximately $495.0 million, net of issuance costs, and we used the proceeds to repurchase a portion of our then outstanding 5.375% Senior Notes due 2020. The 2026 Senior Notes bear interest at 5.625% per year, payable in cash semi-annually in arrears.

The 2026 Senior Notes are unsecured senior obligations and are guaranteed on an unsecured senior basis by certain of our domestic subsidiaries ("Subsidiary Guarantors"). The 2026 Senior Notes and the guarantees rank equally in right of payment with all of our and the Subsidiary Guarantors’ existing and future unsecured senior debt and rank senior in right of payment to all of our and the Subsidiary Guarantors’ future unsecured subordinated debt. The 2026 Senior Notes and guarantees effectively rank junior to all our secured debt and that of the Subsidiary Guarantors to the extent of the value of the collateral securing such debt and to all liabilities, including trade payables, of our subsidiaries that have not guaranteed the 2026 Senior Notes.

At any time before December 15, 2021, we may redeem all or a portion of the 2026 Senior Notes at a redemption price equal to 100% of the aggregate principal amount of the 2026 Senior Notes to be redeemed, plus a "make-whole" premium and accrued and unpaid interest to, but excluding, the redemption date. At any time on or after December 15, 2021, we may redeem all or a portion of the 2026 Senior Notes at certain redemption prices expressed as percentages of the principal amount, plus accrued and unpaid interest to, but excluding, the redemption date. At any time and from time to time before December 15, 2021, we may redeem up to 35% of the aggregate outstanding principal amount of the 2026 Senior Notes with the net cash proceeds received by us from certain equity offerings at a price equal to 105.625% of the aggregate principal amount, plus accrued and unpaid interest to, but excluding, the redemption date, provided that the redemption occurs no later than 120 days after the closing of the related equity offering, and at least 50% of the original aggregate principal amount of the 2026 Senior Notes remains outstanding immediately thereafter.

Upon the occurrence of a change in control or sale of substantially all assets, we must offer to repurchase the 2026 Senior Notes at a price equal to 100% in the case of an asset sale, or 101% in the case of a change of control, of the principal amount plus accrued and unpaid interest to, but excluding, the repurchase date.

6.0% Senior Notes due 2024

In June 2016, we issued $300.0 million aggregate principal amount of 6.0% Senior Notes due on July 1, 2024 (the "2024 Senior Notes") in a private placement. The proceeds from the 2024 Senior Notes were approximately $297.5 million, net of issuance costs. The 2024 Senior Notes bear interest at 6.0% per year, payable in cash semi-annually in arrears.

On October 1, 2019, we redeemed all the $300.0 million outstanding principal amount of the 2024 Senior Notes for $313.5 million, plus accrued and unpaid interest of $4.5 million. As a result of the redemption, we recorded a $15.0 million loss on extinguishment of debt for the first quarter of fiscal year 2020, including a $13.5 million redemption premium and a $1.5 million write-off of unamortized debt issuance costs.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

1.0% Convertible Debentures due 2035

In December 2015, we issued $676.5 million in aggregate principal amount of 1.0% Senior Convertible Debentures due in 2035 (the "1.0% 2035 Debentures") in a private placement. Total proceeds were $663.8 million, net of issuance costs, and we used a portion to repurchase $38.3 million in aggregate principal on our 2.75% Senior Convertible Debentures due in 2031 (the “2.75% 2031 Debentures”) and to repay the aggregate principal balance of $472.5 million on our term loan under the amended and restated credit agreement. The 1.0% 2035 Debentures bear interest at 1.0% per year, payable in cash semi-annually in arrears. In addition to ordinary interest and default additional interest, beginning with the semi-annual interest period commencing on December 15, 2022, contingent interest will accrue during any regular semi-annual interest period where the average trading price of our 1.0% 2035 Debentures for the ten trading day period immediately preceding the first day of such semi-annual period is greater than or equal to $1,200 per $1,000 principal amount of our 1.0% 2035 Debentures, in which case, contingent interest will accrue at a rate of 0.50% per annum of such average trading price. The 1.0% 2035 Debentures mature on December 15, 2035, subject to the right of the holders to require us to redeem the 1.0% 2035 Debentures on December 15, 2022, 2027, or 2032. The 1.0% 2035 Debentures are general senior unsecured obligations and rank equally in right of payment with all of our existing and future unsecured, unsubordinated indebtedness and senior in right of payment to any indebtedness that is contractually subordinated to the 1.0% 2035 Debentures. The 1.0% 2035 Debentures will be effectively subordinated to indebtedness and other liabilities of our subsidiaries.

We account separately for the liability and equity components of the 1.0% 2035 Debentures in accordance with authoritative guidance for convertible debt instruments that may be settled in cash upon conversion. The guidance requires the carrying amount of the liability component to be estimated by measuring the fair value of a similar liability that does not have an associated conversion feature and record the remainder in stockholders’ equity. At issuance, we allocated $495.4 million to long-term debt, and $181.1 million has been recorded as additional paid-in capital, which is being amortized to interest expense using the effective interest rate method through December 2022.

If converted, the principal amount of the 1.0% 2035 Debentures is payable in cash and any amounts payable in excess of the principal amount will (based on an initial conversion rate, which represents a conversion price of approximately $24.12 per share, subject to adjustment) be paid in cash or shares of our common stock, at our election. Conversion is only allowed in the following circumstances and to the following extent: (i) prior to June 15, 2035, on any date during any fiscal quarter (and only during such fiscal quarter) if the closing sale price of our common stock was more than 130% of the then current conversion price for at least 20 trading days in the period of the 30 consecutive trading days ending on the last trading day of the previous fiscal quarter; (ii) during the five consecutive business-day period following any five consecutive trading-day period in which the trading price for $1,000 principal amount of the 1.0% 2035 Debentures for each day during such five trading-day period was less than 98% of the closing sale price of our common stock multiplied by the then current conversion rate; (iii) upon the occurrence of specified corporate transactions, as described in the indenture for the 1.0% 2035 Debentures; or (iv) at the option of the holder at any time on or after June 15, 2035. Additionally, we may redeem the 1.0% 2035 Debentures, in whole or in part, on or after December 20, 2022 for cash at a price equal to 100% of the principal amount of the 1.0% 2035 Debentures to be purchased plus any accrued and unpaid interest, including any additional interest to, but excluding, the repurchase date. Each holder shall have the right, at such holder’s option, to require us to repurchase all or any portion of the 1.0% 2035 Debentures held by such holder on December 15, 2022, December 15, 2027, or December 15, 2032 at par plus accrued and unpaid interest. If we undergo a fundamental change or non-stock change of control (as described in the indenture for the 1.0% 2035 Debentures) prior to maturity, holders will have the option to require us to repurchase all or any portion of their debentures for cash at a price equal to 100% of the principal amount of the 1.0% 2035 Debentures to be purchased plus any accrued and unpaid interest.

In accordance with the terms of the indentures governing the debentures and due to the completion of the spin-off of our Automotive business, the conversion ratio of the 1.0% 2035 Debentures has been adjusted from 36.7360 to 41.4576 shares per $1,000 principal amount.

As of June 30, 2020, none of the conversion criteria were met for the 1.0% 2035 Debentures. If the conversion criteria were met, we could be required to repay all or some of the aggregate principal amount in cash prior to the maturity date.

2.75% Convertible Debentures due 2031

On October 24, 2011, we sold $690.0 million of our 2.75% 2031 Debentures in a private placement. Total proceeds, net of issuance costs, were $676.1 million. The 2.75% 2031 Debentures bear interest at 2.75% per year, payable in cash semi-annually in arrears. The 2.75% 2031 Debentures mature on November 1, 2031, subject to the right of the holders to require us to redeem the 2.75% 2031 Debentures on November 1, 2021 and 2026. The 2.75% 2031 Debentures are general senior unsecured obligations and rank equally in right of payment with all of our existing and future unsecured, unsubordinated indebtedness and senior in right of payment to any indebtedness that is contractually subordinated to the 2.75% 2031 Debentures. The 2.75% 2031 Debentures will

NUANCE COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

be effectively subordinated to indebtedness and other liabilities of our subsidiaries. At issuance, we allocated $533.6 million to long-term debt, and $156.4 million has been recorded as additional paid-in capital, which was amortized to interest expense using the effective interest rate method through November 2017.

In June 2015, we entered into separate privately negotiated agreements with certain holders of our 2.75% 2031 Debentures to exchange, in a private placement, $256.2 million in aggregate principal amount of our 2031 Debentures for approximately $263.9 million in aggregate principal amount of our 1.5% Senior Convertible Debentures due in 2035 (the"1.5% 2035 Debenture"). In December 2015, we entered into separate privately negotiated agreements with certain holders of our 2.75% 2031 Debentures to repurchase $38.3 million in aggregate principal with proceeds received from the issuance of our 1.0% 2035 Debentures. Following this activity, $395.5 million in aggregate principal amount of our 2.75% 2031 Debentures remained outstanding. The aggregate debt discount was amortized to interest expense using the effective interest rate method through November 2017.

In November 2017, holders of approximately $331.2 million in aggregate principal amount of the outstanding 2.75% 2031 Debentures exercised their right to require us to repurchase such debentures. Following the repurchase, $46.6 million in aggregate principal amount of the 2.75% 2031 Debentures remained outstanding and we had the right to call for redemption of some or all of the remaining outstanding 2.75% 2031 Debentures.

In March 2020, we redeemed the remaining $46.6 million outstanding amount of the 2.75% Convertible Debentures at par. The issuance costs and discount had been fully amortized. No gain or loss was recognized for the redemption.

1.25% Convertible Debentures due 2025

In March 2017, we issued $350.0 million in aggregate principal amount of 1.25% Senior Convertible Debentures due in 2025 (the "1.25% 2025 Debentures") in a private placement. The proceeds were approximately $343.6 million, net of issuance costs. We used a portion of the proceeds to repurchase 5.8 million shares of our common stock for $99.1 million and $17.8 million in aggregate principal on our 2.75% 2031 Debentures. The 1.25% 2025 Debentures bear interest at 1.25% per year, payable in cash semi-annually in arrears, beginning on October 1, 2017. The 1.25% 2025 Debentures mature on April 1, 2025. The 1.25% 2025 Debentures are general senior unsecured obligations and rank equally in right of payment with all of our existing and future unsecured, unsubordinated indebtedness and senior in right of payment to any indebtedness that is contractually subordinated to the 1.25% 2025 Debentures. The 1.25% 2025 Debentures will be effectively subordinated to indebtedness and other liabilities of our subsidiaries.

We account separately for the liability and equity components of the 1.25% 2025 Debentures in accordance with authoritative guidance for convertible debt instruments that may be settled in cash upon conversion. The guidance requires the carrying amount of the liability component to be estimated by measuring the fair value of a similar liability that does not have an associated conversion feature and record the remainder in stockholders’ equity. At issuance, we allocated $252.1 million to long-term debt, and $97.9 million has been recorded as additional paid-in capital, which is being amortized to interest expense using the effective interest rate method through April 1, 2025.

If converted, the principal amount of the 1.25% 2025 Debentures is payable in cash and any amounts payable in excess of the principal amount will (based on an initial conversion rate, which represents a conversion price of approximately $19.69 per share subject to adjustment under certain circumstances) be paid in cash or shares of our common stock, at our election. Conversion is only allowed in the following circumstances and to the following extent: (i) prior to October 1, 2024, on any date during any fiscal quarter (and only during such fiscal quarter) if the closing sale price of our common stock was more than 130% of the then current conversion price for at least 20 trading days in the period of the 30 consecutive trading days ending on the last trading day of the previous fiscal quarter; (ii) at any time on or after October 1, 2024; (iii) during the five consecutive business-day period immediately following any five consecutive trading-day period in which the trading price for $1,000 principal amount of the 1.25% 2025 Debentures for each day during such five trading-day period was less than 98% of the closing sale price of our common stock multiplied by the then current conversion rate; or (iv) upon the occurrence of specified corporate transactions, as described in the indenture for the 1.25% 2025 Debentures. We may not redeem the 1.25% 2025 Debentures prior to the maturity date. If we undergo a fundamental change or non-stock change of control (as described in the indenture for the 1.25% 2025 Debentures) prior to maturity, holders will have the option to require us to repurchase all or any portion of their debentures for cash at a price equal to 100% of the principal amount of the 1.25% 2025 Debentures to be purchased plus any accrued and unpaid interest.

In accordance with the terms of the indentures governing the debentures and due to the completion of the spin-off of our Automotive business, the conversion ratio of the 1.25% 2025 Debentures has been adjusted to from 45.0106 to 50.7957 shares per $1,000 principal amount.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

During the second quarter of fiscal year 2020, we repurchased $87.3 million notional amount of our 1.25% 2025 Debentures for $112.3 million, of which we allocated $72.8 million to debt and $39.5 million to equity based upon ASC 470-20. Also, in connection with the repurchases, we wrote off $16.7 million unamortized discount and $0.7 million unamortized costs. As a result, we recorded a $2.8 million loss associated with the repurchases. Following the repurchases, $262.7 million in aggregate principal amount of the 1.25% 2025 Debentures remain outstanding.

As of June 30, 2020, none of the conversion criteria were met for the 1.25% 2025 Debentures. If the conversion criteria were met, we could be required to repay all or some of the aggregate principal amount in cash prior to the maturity date.

1.50% Convertible Debentures due 2035

In June 2015, we issued $263.9 million in aggregate principal amount of 1.5% Senior Convertible Debentures due in 2035 in exchange for $256.2 million in aggregate principal amount of our 2.75% 2031 Debentures. Total proceeds, net of issuance costs, were $253.2 million. The 1.5% 2035 Debentures were issued at 97.09% of the principal amount, which resulted in a discount of $7.7 million. The 1.5% 2035 Debentures bear interest at 1.5% per year, payable in cash semi-annually in arrears. In addition to ordinary interest and default additional interest, beginning with the semi-annual interest period commencing on November 1, 2021, contingent interest will accrue during any regular semi-annual interest period where the average trading price of our 1.5% 2035 Debentures for the ten trading day period immediately preceding the first day of such semi-annual period is greater than or equal to $1,200 per $1,000 principal amount of our 1.5% 2035 Debentures, in which case, contingent interest will accrue at a rate of 0.50% per annum of such average trading price. The 1.5% 2035 Debentures mature on November 1, 2035, subject to the right of the holders to require us to redeem the 1.5% 2035 Debentures on November 1, 2021, 2026, or 2031. The 1.5% 2035 Debentures are general senior unsecured obligations and rank equally in right of payment with all of our existing and future unsecured, unsubordinated indebtedness and senior in right of payment to any indebtedness that is contractually subordinated to the 1.5% 2035 Debentures. The 1.5% 2035 Debentures will be effectively subordinated to indebtedness and other liabilities of our subsidiaries.

We account separately for the liability and equity components of the 1.5% 2035 Debentures in accordance with authoritative guidance for convertible debt instruments that may be settled in cash upon conversion. At issuance, we allocated $208.6 million to long-term debt, and $55.3 million has been recorded as additional paid-in capital, which is being amortized to interest expense using the effective interest rate method through November 2021.

If converted, the principal amount of the 1.5% 2035 Debentures is payable in cash and any amounts payable in excess of the principal amount, will (based on an initial conversion rate, which represents an initial conversion price of approximately $20.61 per share subject to adjustment) be paid in cash or shares of our common stock, at our election. Conversion is only allowed in the following circumstances and to the following extent: (i) prior to May 1, 2035, on any date during any fiscal quarter beginning after September 30, 2015 (and only during such fiscal quarter) if the closing sale price of our common stock was more than 130% of the then current conversion price for at least 20 trading days in the period of the 30 consecutive trading days ending on the last trading day of the previous fiscal quarter; (ii) during the five consecutive business-day period following any five consecutive trading-day period in which the trading price for $1,000 principal amount of the 1.5% 2035 Debentures for each day during such five trading-day period was less than 98% of the closing sale price of our common stock multiplied by the then current conversion rate; (iii) upon the occurrence of specified corporate transactions, as described in the indenture for the 1.5% 2035 Debentures; or (iv) at the option of the holder at any time on or after May 1, 2035. Additionally, we may redeem the 1.5% 2035 Debentures, in whole or in part, on or after November 5, 2021 for cash at a price equal to 100% of the principal amount of the 1.5% 2035 Debentures to be purchased plus any accrued and unpaid interest, including any additional interest to, but excluding, the repurchase date. Each holder shall have the right, at such holder’s option, to require us to repurchase all or any portion of the 1.5% 2035 Debentures held by such holder on November 1, 2021, November 1, 2026, or November 1, 2031 at par plus accrued and unpaid interest. If we undergo a fundamental change (as described in the indenture for the 1.5% 2035 Debentures) prior to maturity, holders will have the option to require us to repurchase all or any portion of their debentures for cash at a price equal to 100% of the principal amount of the 1.5% 2035 Debentures to be purchased plus any accrued and unpaid interest.

In accordance with the terms of the indentures governing the debentures and due to the completion of the spin-off of our Automotive business, the conversion ratio of the 1.5% 2035 Debentures has been adjusted from 42.9978 to 48.5216 shares per $1,000 principal amount.

During the second quarter of fiscal year 2020, we repurchased $36.5 million notional amount of 1.5% 2035 Debentures for $41.3 million, of which we allocated $34.7 million to debt and $6.6 million to equity based upon ASC 470-20. Also, in connection with the repurchases, we wrote off $2.5 million unamortized discount and $0.1 million unamortized costs. As a result, we recorded a $0.8 million loss associated with the repurchases. Following the repurchases, $227.4 million in aggregate principal amount of the 1.5% 2035 Debentures remain outstanding.

NUANCE COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of June 30, 2020, none of the conversion criteria were met for the 1.5% 2035 Debentures. If the conversion criteria were met, we could be required to repay all or some of the aggregate principal amount in cash prior to the maturity date.

Revolving Credit Facility

Our revolving credit agreement (the “Revolving Credit Agreement"), which expires on April 15, 2021. On July 31, 2020, we amended the Revolving Credit Agreement to, among other things, extend the expiration from April 15, 2021 to April 15, 2022, and allow the administrative agent and Nuance to agree on a new benchmark rate in lieu of LIBOR. The Revolving Credit Agreement provides for aggregate borrowing commitments of $242.5 million (the "Revolving Credit Facility"), including the revolving facility loans, the swingline loans and issuance of letters of credit. The borrowing outstanding under the Revolving Credit Facility bears interest at either (i) LIBOR plus an applicable margin of 1.50% or 1.75%, or (ii) the alternative base rate plus an applicable margin of 0.50% or 0.75%. The Revolving Credit Facility is secured by substantially all our assets. The Revolving Credit Agreement contains customary affirmative and negative covenants and conditions to borrowing, as well as customary events of default. At any time that there are any outstanding borrowings (excluding up to $25,000,000 of issued and undrawn Letters of Credit) under the Revolving Credit Facility, we are required to maintain a Consolidated Senior Secured Leverage Ratio (as defined in the Revolving Credit Agreement) not exceeding 4.00 to 1.00. We were in compliance with all the debt covenants as of June 30, 2020.

On March 24, 2020, we borrowed $230.0 million under our revolving credit facility at an effective interest rate of 2.68% per annum, which was fully repaid on June 26, 2020. As of June 30, 2020, after taking into account the outstanding letters of credit of $2.5 million, we had $240.0 million available for borrowing under the Revolving Credit Facility.

11. Stockholders' Equity

Share Repurchases

On April 29, 2013, our Board of Directors approved a share repurchase program for up to $500.0 million, which was increased by $500.0 million on April 29, 2015. On August 1, 2018, our Board of Directors approved an additional $500.0 million under our share repurchase program. Under the terms of the share repurchase program, we have the ability to repurchase shares from time to time through a variety of methods, which may include open market purchases, privately negotiated transactions, block trades, accelerated stock repurchase transactions, or any combination of such methods. The share repurchase program does not require us to acquire any specific number of shares and may be modified, suspended, extended or terminated by us at any time without prior notice. The timing and the amount of any purchases are subject to our assessment of the prevailing market conditions, general economic conditions, capital allocation alternatives, and other factors.

We did not repurchase any shares of our common stock for the three months ended June 30, 2020 and repurchased 9.5 million shares of our common stock for $169.2 million for the nine months ended June 30, 2020. We repurchased 1.7 million shares of our common stock for $29.6 million for the three months ended June 30, 2019, and repurchased 7.8 million shares of our common stock for $120.9 million for the nine months ended June 30, 2019 under the program. The amount paid in excess of par value is recognized in additional paid in capital and these shares were retired upon repurchase. Since the commencement of the program, we have repurchased an aggregate of 73.8 million shares for $1,238.8 million. As of June 30, 2020, approximately $261.2 million remained available for future repurchases under the program.

NUANCE COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

12. Net Income (Loss) Per Share

The following table sets forth the computation for basic and diluted net income (loss) per share (in thousands, except per share amounts):



	Three Months Ended June 30,					Nine Months Ended June 30,
	2020		2019			2020			2019
Numerator:
Net income (loss) from continuing operations	$	16,662	$	(687	)	$	51,533		$	(15,203	)
Net income (loss) from discontinued operations	—		9,946			(6,192		)	120,884
Net income	$	16,662	$	9,259		$	45,341		$	105,681

Denominator:
Weighted average common shares outstanding — basic	281,281		285,942			282,674			285,064
Dilutive effect of employee stock compensation plans	6,571		—			5,422			—
Weighted average common shares outstanding — diluted	287,852		285,942			288,096			285,064

Net income (loss) per common share - basic:
Continuing operations	$	0.06	$	—		$	0.18		$	(0.05	)
Discontinued operations	—		0.03			(0.02		)	0.42
Total net income per basic common share	$	0.06	$	0.03		$	0.16		$	0.37

Net income (loss) per common share - diluted:
Continuing operations	$	0.06	$	—		$	0.18		$	(0.05	)
Discontinued operations	—		0.03			(0.02		)	0.42
Total net income per diluted common share	$	0.06	$	0.03		$	0.16		$	0.37

Anti-dilutive equity instruments excluded from the calculation	158		527			93			673
Contingently issuable awards excluded from the calculation	15		2,555			1,841			2,542

13. Stock-Based Compensation

On January 22, 2020, our shareholders adopted our 2020 Stock Plan (the "2020 Stock Plan"). The 2020 Stock Plan (i) grants the Company's compensation committee the discretionary authority over the plan; (ii) makes employees, directors, consultants, and advisors of the Company and its subsidiaries eligible to receive awards; (iii) sets the number of shares of common stock that may be issued in satisfaction of awards to be 9,000,000 shares, plus the number of shares available for issuance under the amended and restated 2000 Stock Plan (the "Amended and Restated 2000 Stock Plan"); and (iv) identifies the annual limits on shares granted to each individual and the types of awards permissible.

As of June 30, 2020, we had 13.8 million shares available for future grants under the 2020 Stock Plan. We recognize stock-based compensation expenses over the requisite service periods. Our share-based awards are classified within equity upon issuance.

The amounts included in the consolidated statements of operations related to stock-based compensation are as follows (dollars in thousands):



	Three Months Ended June 30,				Nine Months Ended June 30,
	2020		2019		2020		2019
Cost of hosting and professional services	$	6,205	$	6,958	$	18,250	$	18,646
Cost of product and licensing	124		197		383		593
Cost of maintenance and support	360		583		1,206		730
Research and development	8,720		5,662		26,106		15,568
Sales and marketing	8,003		6,775		23,022		21,643
General and administrative	9,723		10,006		29,063		27,296
Total	$	33,135	$	30,181	$	98,030	$	84,476

NUANCE COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Modifications of Equity Awards

In connection with the spin-off of our Automotive business (the "Distribution") on October 1, 2019, under the provisions of our Amended and Restated 2000 Stock Plan and our Amended and Restated Directors Stock Plan, we adjusted our then outstanding equity awards in accordance with the terms of the Employee Matters Agreement that Nuance entered into in connection with the Distribution. Effective upon the Distribution, Nuance stock options, Nuance restricted stock units ("RSUs"), and Nuance performance-based restricted stock units ("PSUs") held by employees and other service providers continuing with Nuance following the Distribution, were adjusted based on a conversion ratio of 1.16667 to 1, as outlined in the Employee Matters Agreement. Effective upon the Distribution, RSUs held by employees continuing with Cerence following the Distribution that were scheduled to vest on or before November 30, 2019 vested in full as of immediately prior to the Distribution, PSUs held by such employees that were eligible to vest based on Nuance's relative total shareholder return ("TSR") as of November 6, 2019 were cancelled in exchange for a cash payment based on the portion of the PSUs that were then earned, and all other RSUs and PSUs held by such employees were forfeited for no consideration upon their termination of employment with Nuance. As of the Distribution (or an applicable employee's later transfer date), all employees continuing with Cerence following the Distribution ceased to be eligible to participate in Nuance's Employee Stock Purchase Plan ("ESPP"). As of December 31, 2019, the employees participating in the Company's ESPP were all Nuance employees. There were no changes to the plan terms of any of the foregoing plans except as described above. The incremental expense as a result of these modifications was immaterial to the condensed consolidated financial statements.

Stock Options

The table below summarizes activities related to stock options for the nine months ended June 30, 2020:



	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value ^(a)
Outstanding at September 30, 2019	11,302		$	20.04
Exercised	(3,830	)	$	17.18
Equitable Adjustment - Cerence Spin-off ^(b)	1,883
Outstanding at June 30, 2020	9,355		$	17.18	1.8 years	$	0.1	million
Exercisable at June 30, 2020	9,355		$	17.18	1.8 years	$	0.1	million
Exercisable at June 30, 2019	13,116		$	17.63	2.7 years	$	—


^(a)	The aggregate intrinsic value in this table represents any excess of the closing market price of our common stock as of June 30, 2020 ($25.31) over the exercise price of the underlying options.


^(b)	Effective with the spin-off of our Automotive business on October 1, 2019, outstanding equity awards were equitably adjusted by a conversion ratio of 1.16667 per one Nuance share then held.

The aggregate intrinsic values of stock options exercised during the nine months ended June 30, 2020 and 2019 were de minimis.

NUANCE COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Restricted Units

Restricted units are not included in issued and outstanding common stock until the units are vested and underlying shares are released. The purchase price for vested restricted units is $0.001 per share. The table below summarizes activities relating to restricted units for the nine months ended June 30, 2020:



	Number of Shares Underlying Restricted Units — Performance-Based Awards		Number of Shares Underlying Restricted Units — Time-Based Awards
Outstanding at September 30, 2019	1,991,325		8,998,944
Granted	1,067,900		4,706,143
Earned/released	(303,198	)	(6,295,504	)
Forfeited	(438,981	)	(1,362,545	)
Equitable Adjustment - Cerence Spin-off ^(b)	303,074		1,316,006
Outstanding at June 30, 2020	2,620,120		7,363,044
Weighted average remaining recognition period of outstanding Restricted Units	1.6 years		1.6 years
Unrecognized stock-based compensation expense of outstanding Restricted Units	$22.0 million		$59.1 million
Aggregate intrinsic value of outstanding Restricted Units ^(a)	$66.3 million		$186.3 million


^(a)	The aggregate intrinsic value in this table represents any excess of the closing market price of our common stock as of June 30, 2020 ($25.31) over the purchase price of the underlying restricted units.


^(b)	Effective with the spin-off of our Automotive business on October 1, 2019, outstanding equity awards were equitably adjusted by a conversion ratio of 1.16667 per one Nuance share then held.

A summary of the weighted-average grant-date fair value of restricted units granted, and the aggregate intrinsic value of restricted units vested during the periods noted is as follows:



	Nine Months Ended June 30,
	2020		2019
Weighted-average grant-date fair value per share	$	17.71	$	17.30
Total intrinsic value of shares vested (in millions)	$	115.6	$	106.1

Performance-based restricted units outstanding as of June 30, 2020 and issued in fiscal years 2020 and 2019 include performance goals based on total shareholder return relative to our peers during the performance period. The awards actually earned will be up to one-hundred and fifty percent and two hundred percent of the target number of the performance-based restricted units. Compensation expense is recorded ratably over the performance period of the award based on the grant date fair value determined using a Monte Carlo simulation model, which included the following assumptions:



	Nine Months Ended June 30,
	2020		2019
Dividend yield	0.0	%	0.0	%
Expected volatility	27.73% - 28.24%		27.32% - 30.85%
Risk-free interest rate	1.40% - 1.62%		2.23% - 3.02%
Expected term (in years)	2.72 - 3		1 - 3

NUANCE COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

14. Income Taxes

The components of income (loss) from continuing operations before income taxes are as follows (dollars in thousands):



	Three Months Ended June 30,						Nine Months Ended June 30,
	2020			2019			2020			2019
Domestic	$	(11,060	)	$	(6,469	)	$	(13,740	)	$	(16,500	)
Foreign	11,062			16,502			33,479			13,426
Income (loss) before income taxes	$	2		$	10,033		$	19,739		$	(3,074	)

The components of (benefit) provision for income taxes from continuing operations are as follows (dollars in thousands):



	Three Months Ended June 30,						Nine Months Ended June 30,
	2020			2019			2020			2019
Domestic	$	(4,557	)	$	425		$	(31,595	)	$	(1,704	)
Foreign	(12,103		)	10,295			(199		)	13,833
(Benefit) provision for income taxes	$	(16,660	)	$	10,720		$	(31,794	)	$	12,129
Effective tax rate	NA			106.8		%	(161.1		)%	(394.6		)%

The effective income tax rate is based upon the income for the year, the composition of the income in different countries, changes relating to valuation allowances for certain countries if and as necessary, and adjustments, if any, for the potential tax consequences, benefits or resolutions of audits or other tax contingencies. Our effective income tax rate may be adversely affected by earnings being lower than anticipated in countries where we have lower statutory tax rates and higher than anticipated in countries where we have higher statutory tax rates.

We recorded a $16.7 million tax benefit on near-zero income (loss) before income taxes for the three months ended June 30, 2020, primarily due to the valuation allowance on deferred tax assets in the United States and a foreign tax benefit of $14.7 million related to prior-year intangible property transfers. The effective tax rate for the three months ended June 30, 2019 differed from the U.S. federal statutory rate of 21.0% primarily due to the valuation allowance on deferred tax assets in the United States.

The effective tax rate for the nine months ended June 30, 2020 differed from the U.S. federal statutory rate of 21.0% due to a net $29.9 million deferred tax benefit from an adjustment to domestic valuation allowance, primarily related to the Cerence spin-off, and a foreign tax benefit of $14.7 million related to prior-year intangible property transfers. The effective tax rate for the nine months ended June 30, 2019 differed from the U.S. federal statutory rate of 21.0% primarily due to the valuation allowance on deferred tax assets in the United States.

Valuation Allowances

As of June 30, 2020 and September 30, 2019, we had a full valuation allowance against net domestic deferred tax assets and certain foreign deferred tax assets. We intend to continue maintaining valuation allowances on these deferred tax assets until there is sufficient evidence to support the release of all or some portion of these allowances. A significant portion of our domestic deferred tax assets relate to U.S. net operating losses. Cumulative pretax losses have historically represented significant negative evidence of our ability to realize our domestic deferred tax assets. We continue to evaluate all sources of domestic taxable income including both the reversal of existing deferred tax liabilities and the likelihood that we could sustain pretax profitability in the future. As of June 30, 2020, we believe that there is a reasonable possibility that within the next twelve months these sources of taxable income may become sufficient positive evidence to support a conclusion that a substantial portion of the domestic valuation allowance, excluding capital losses, could be released.

Automotive Deferred Taxes

We have made a policy election to classify the deferred tax assets and liabilities associated with assets and liabilities held for sale or spun off within our consolidated balance sheets of continuing operations. As a result, approximately $92.6 million of deferred tax assets related to Cerence's intellectual property was included within Other assets as of September 30, 2019, which was spun off on October 1, 2019 and was recorded against equity.

NUANCE COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Tax Adjustment Related to the CARES Act

On March 27, 2020, the CARES Act was enacted, which provided a technical correction to a provision in the TCJA related to the characterization of federal net operating losses ("NOLs") generated during fiscal year 2018. Under the TCJA, NOLs generated in fiscal years that straddled December 31, 2017 were designated as indefinite-lived NOLs. The CARES Act amended this legislation to designate these NOLs as definite-lived NOLs. This recharacterization resulted in an increase of $6.5 million in deferred tax assets related to our definite lived NOLs, thus requiring additional valuation allowance of the same amount. The adjustment should have been recorded during the three months ended March 31, 2020.

We determined that these amounts are not material to our previously issued condensed consolidated financial statements for the three months ended March 31, 2020. The line items of our previously issued financial statements that are impacted by the adjustment are as follows (dollars in thousands, except per share):



	As of March 31, 2020
	Previously Reported			Adjustment			As Revised
Deferred tax liabilities	$	63,942		$	6,496		$	70,438
Total liabilities	$	2,641,033		$	6,496		$	2,647,529
Accumulated deficit	$	(258,437	)	$	(6,496	)	$	(264,933	)
Total stockholders’ equity	$	1,115,717		$	(6,496	)	$	1,109,221



	For the three Months Ended March 31, 2020
	Previously Reported			Adjustment			As Revised
Provision for income taxes	$	14,810		$	6,496		$	21,306
Net loss from continuing operations	$	(13,510	)	$	(6,496	)	$	(20,006	)
Net loss	$	(13,510	)	$	(6,496	)	$	(20,006	)
Net loss per basic common share - Continuing operations	$	(0.05	)	$	(0.02	)	$	(0.07	)
Total net loss per basic common share	$	(0.05	)	$	(0.02	)	$	(0.07	)
Net loss per diluted common share - Continuing operations	$	(0.05	)	$	(0.02	)	$	(0.07	)
Total net loss per diluted common share	$	(0.05	)	$	(0.02	)	$	(0.07	)

15. Commitments and Contingencies

Litigation and Other Claims

Similar to many companies in the software industry, we are involved in a variety of claims, demands, suits, investigations and proceedings that arise from time to time relating to matters incidental to the ordinary course of our business, including actions with respect to contracts, intellectual property, employment, benefits and securities matters. At each balance sheet date, we evaluate contingent liabilities associated with these matters in accordance with ASC 450 "Contingencies". If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, we accrue a liability for the estimated loss. Significant judgments are required for the determination of probability and the range of the outcomes, and the estimates are based only on the information available at the time. Due to the inherent uncertainties involved in claims, legal proceedings, and in estimating the losses that may arise, actual outcomes may differ from our estimates. Contingencies deemed not probable or for which losses were not estimable in one period may become probable, or losses may become estimable in later periods which may have a material impact on our results of operations and financial position. As additional information becomes available, we reassess the potential liability related to our pending claims and litigation and may revise our estimates. As of June 30, 2020, accrued losses were not material to our condensed consolidated financial statements, and we do not expect any pending matter to have a material impact on our condensed consolidated financial statements.

NUANCE COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Guarantees and Other

We include indemnification provisions in the contracts we enter into with customers and business partners. Generally, these provisions require us to defend claims arising out of our products’ infringement of third-party intellectual property rights, breach of contractual obligations and/or unlawful or otherwise culpable conduct. The indemnity obligations generally cover damages, costs and attorneys’ fees arising out of such claims. In most, but not all cases, our total liability under such provisions is limited to either the value of the contract or a specified, agreed upon amount. In some cases, our total liability under such provisions is unlimited. In many, but not all cases, the term of the indemnity provision is perpetual. While the maximum potential amount of future payments we could be required to make under all the indemnification provisions is unlimited, we believe the estimated fair value of these provisions is minimal due to the low frequency with which these provisions have been triggered.

We indemnify our directors and officers to the fullest extent permitted by Delaware law, which provides among other things, indemnification to directors and officers for expenses, judgments, fines, penalties and settlement amounts incurred by such persons in their capacity as a director or officer of the company, regardless of whether the individual is serving in any such capacity at the time the liability or expense is incurred. Additionally, in connection with certain acquisitions, we agreed to indemnify the former officers and members of the boards of directors of those companies, on similar terms as described above, for a period of six years from the acquisition date. In certain cases, we purchase director and officer insurance policies related to these obligations, which fully cover the six-year period. To the extent that we do not purchase a director and officer insurance policy for the full period of any contractual indemnification, and such directors and officers do not have coverage under separate insurance policies, we would be required to pay for costs incurred, if any, as described above.

16. Operating Leases

Operating Leases

We have various operating leases for office space, data centers, office equipment and automobiles around the world with lease terms expiring between 2021 and 2030.

We determine if an arrangement is a lease at inception. The current portion of our operating lease liabilities is included in accrued expenses and other current liabilities and the long-term portion is included in operating lease liabilities.

Operating lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is our incremental borrowing rate. Due to the interest rate implicit in most of our leases not being readily determinable, our incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. Operating lease assets also include any prepaid lease payments and lease incentives. Our lease terms include periods under options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term.

Our lease agreements generally contain lease and non-lease components. Non-lease components primarily include payments for maintenance and utilities. We combine fixed payments for non-lease components with our lease payments and account for them together as a single lease component which increases the amount of our lease assets and liabilities. Payments under our lease arrangements are primarily fixed. Variable rents, if any, are expensed as incurred.

As of June 30, 2020, our operating leases had a weighted average remaining lease term of 4.6 years and a weighted average discount rate of 3.8%.

Future lease payments under operating leases as of June 30, 2020 were as follows (dollars in thousands):



Fiscal Year	Operating Leases		Operating leases under restructuring		Total
2020	$	7,285	$	1,209	$	8,494
2021	26,262		3,814		30,076
2022	21,829		3,267		25,096
2023	16,409		2,939		19,348
2024	14,456		1,629		16,085
Thereafter	53,085		3,189		56,274
Total	$	139,326	$	16,047	$	155,373

NUANCE COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of June 30, 2020, we have subleased certain office space that is included in the above table to third parties. As of June 30, 2020, the aggregate sublease income to be recognized during the remaining lease terms is $13.1 million, with approximately an average of $2.0 million annually for each of the next five fiscal years and approximately $3.0 million thereafter.

Our operating lease cost was approximately $8.0 million for the three months ended June 30, 2020 and $24.2 million for the nine months ended June 30, 2020. Operating lease payments included within operating cash flows were $9.5 million for the three months ended June 30, 2020 and $27.4 million for the nine months ended June 30, 2020.

17. Segment and Geographic Information

Our Chief Operating Decision Maker ("CODM") regularly reviews segment revenues and segment profits for performance evaluation and resources allocation. Segment revenues include certain acquisition-related adjustments for revenues that would otherwise have been recognized without the acquisition. Segment profits reflect controllable costs directly related to each segment and the allocation of certain corporate expenses such as corporate sales and marketing expenses and research and development project costs that benefit multiple segments. Certain items such as stock-based compensation, amortization of intangible assets, acquisition-related costs, net, restructuring and other charges, net, other expenses, net and certain unallocated corporate expenses are excluded from segment profits, which allow for more meaningful comparisons to the financial results of the historical operations for performance evaluation and resources allocation by our CODM.


•	The Healthcare segment is primarily engaged in providing clinical speech and clinical language understanding solutions that improve the clinical documentation process, from capturing the complete patient record to improving clinical documentation and quality measures for reimbursement.


•	The Enterprise segment is primarily engaged in using speech, natural language understanding, and artificial intelligence to provide automated customer solutions and services for voice, mobile, web and messaging channels.


•	The Other segment consists primarily of voicemail transcription services after the sale of our Mobile Operator Services and the wind-down of devices in 2019.

As more fully described in Note 4, on October 1, 2019, we completed the spin-off of our Automotive business as an independent publicly traded company. Effective the first quarter of fiscal year 2020, our Automotive business's historical results of operations have been included within discontinued operations. For the three months ended June 30, 2019, $4.0 million of stranded costs previously allocated to our Automotive segment have been re-allocated to Healthcare, Enterprise, and Other; for the nine months ended June 30, 2019, $12.9 million of stranded costs previously allocated to our Automotive segment have been re-allocated to Healthcare, Enterprise, and Other.

NUANCE COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We do not track our assets by segment. Consequently, it is not practical to show assets or depreciation by segment. The following table presents segment results along with a reconciliation of segment profit to Income (loss) before income taxes (dollars in thousands):



	Three Months Ended June 30,						Nine Months Ended June 30,
	2020			2019			2020			2019
Segment revenues:
Healthcare	$	199,863		$	228,384		$	694,792		$	704,911
Enterprise	130,392			137,888			406,310			383,217
Other	8,143			11,790			25,167			46,885
Total segment revenues	$	338,398		$	378,062		$	1,126,269		$	1,135,013
Less: acquisition-related revenues adjustments	—			(625		)	(301		)	(1,317		)
Total revenues	$	338,398		$	377,437		$	1,125,968		$	1,133,696
Segment profit:
Healthcare	$	62,885		$	79,343		$	227,838		$	244,239
Enterprise	36,992			38,743			118,265			101,331
Other	5,045			3,045			14,020			13,416
Total segment profit	$	104,922		$	121,131		$	360,123		$	358,986
Corporate expenses and other, net	(28,389		)	(36,328		)	(87,711		)	(103,279		)
Acquisition-related revenues	—			(625		)	(301		)	(1,317		)
Stock-based compensation	(33,135		)	(30,181		)	(98,030		)	(84,476		)
Amortization of intangible assets	(18,280		)	(19,933		)	(55,893		)	(61,636		)
Acquisition-related costs, net	(758		)	(788		)	(3,605		)	(5,440		)
Restructuring and other charges, net	(1,920		)	(1,947		)	(14,932		)	(26,446		)
Other expenses, net	(22,438		)	(21,296		)	(79,912		)	(79,466		)
Income (loss) before income taxes	$	2		$	10,033		$	19,739		$	(3,074	)

No country outside of the United States provided greater than 10% of our total revenues. Revenues, classified by the major geographic areas in which our customers are located, were as follows (dollars in thousands):



	Three Months Ended June 30,				Nine Months Ended June 30,
	2020		2019		2020		2019
United States	$	266,182	$	310,902	$	904,283	$	926,870
International	72,216		66,535		221,685		206,826
Total revenues	$	338,398	$	377,437	$	1,125,968	$	1,133,696

18. Supplemental Cash Flow Information

Cash paid for Interest and Income Taxes:



	Three Months Ended June 30,				Nine Months Ended June 30,
	2020		2019		2020		2019
	(Dollars in thousands)
Interest paid	$	22,068	$	22,657	$	49,897	$	63,411
Income taxes paid	$	13,456	$	6,231	$	26,632	$	12,182

NUANCE COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

19. COVID-19 Pandemic

The novel coronavirus ("COVID-19") pandemic has disrupted economic markets, and the future economic impact, duration and spread of COVID-19 is uncertain at this time. Through June 30, 2020, our liquidity and operations had been adversely impacted by the pandemic. Our revenue for the third quarter was negatively impacted by reduced volume in medical transcription and radiology, as well as delays in professional services and software license transactions. Our operating cash flows were also negatively impacted by delayed collections. Nevertheless, the negative effects of the pandemic were partially mitigated by our proactive expense containment and reduction efforts.

As multiple states commenced a phased reopening towards the end of June, our transaction volumes in medical transcription and radiology solutions have mostly recovered from the lows in April. However, we expect the negative impact of COVID-19 to continue into the fourth quarter as the healthcare industry and many of our customers are still coping with the operational and financial disruptions caused by the pandemic. While we expect revenue to partially recover in the fourth quarter, we expect ongoing delayed cash collections as we continue to support our customers under our customer payment relief program.

The ultimate impact of the COVID-19 pandemic and the effects of the operational changes we have made in response cannot be accurately predicted at this time. As the pandemic situation develops, we may revise our assessment, and the actual amounts may differ materially from our estimates.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis is intended to help the reader understand the results of operations and financial condition of our business. Management’s Discussion and Analysis is provided as a supplement to, and should be read in conjunction with, our condensed consolidated financial statements and the accompanying notes to the condensed consolidated financial statements.

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that, if they never materialize or if they prove incorrect, could cause our consolidated results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements include predictions regarding:


•	our future bookings, revenues, cost of revenues, research and development expenses, selling, general and administrative expenses, amortization of intangible assets and gross margin;


•	our strategy relating to our segments;


•	our programs to reduce costs and optimize processes;


•	market trends;


•	technological advancements;


•	the potential of future product releases;


•	our product development plans and the timing, amount and impact of investments in research and development;


•	future acquisitions, divestitures and other strategic transactions, and anticipated benefits from such transactions;


•	international operations and localized versions of our products;


•	the impact of the COVID-19 pandemic; and


•	the conduct, timing and outcome of legal proceedings and litigation matters.

You can identify these and other forward-looking statements by the use of words such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "intends," "potential," "continue" or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks described in Item 1A — "Risk Factors" and elsewhere in this Quarterly Report on Form 10-Q.

You should not place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

OVERVIEW

Business Overview

We are a pioneer and leader in conversational and cognitive AI innovations that bring intelligence to everyday work and life. Our solutions and technologies can understand, analyze and respond to human language to increase productivity and amplify human intelligence. Our solutions are used by businesses in the healthcare, financial services, telecommunications and travel industries, among others. We see several trends in our markets, including (i) the growing adoption of cloud-based, connected services and highly interactive mobile applications, (ii) deeper integration of virtual assistant capabilities and services, and (iii) the continued expansion of our core technology portfolio including automated speech recognition ("ASR"), natural language understanding ("NLU"), semantic processing, domain-specific reasoning, dialog management capabilities, AI, and voice biometric speaker authentication. We report our business in three segments, Healthcare, Enterprise, and Other.

•

Healthcare. Our healthcare segment provides intelligent systems that support a more natural and insightful approach to clinical documentation, freeing clinicians to spend more time caring for patients and helping technicians and health organizations drive meaningful financial and clinical outcomes. Our principal solutions include Nuance® Dragon Ambient eXperience™ ("DAX"), dragon medical cloud-based solutions ("Dragon Medical One"), computer assisted physician documentation ("CAPD"), clinical documentation improvement ("CDI") and coding, diagnostic solutions, and medical transcription services.


•	Enterprise. Our Enterprise segment is a leading provider of AI-powered intelligent customer engagement solutions and services, which enable enterprises and contact centers to enhance and automate customer service and sales engagement. Our principal solutions include interactive voice responses solutions, intelligent engagement solutions and security & biometric solutions.

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•	Other. Our Other segment currently consists primarily of voicemail transcription services following the sale of our Mobile Operator Services business and the wind-down of Devices in 2019.

•

Discontinued Operations. On February 1, 2019, we completed the sale of our Imaging business and received approximately $404.0 million in cash, after estimated transaction expenses. On October 1, 2019, we completed the previously announced spin-off of our Automotive business, Cerence, into an independent public company. As a result, the historical results of operations for Imaging and Automotive have been included within discontinued operations in our condensed consolidated financial statements.

COVID-19 Impact

As a precaution amid the pandemic, we borrowed $230.0 million under our revolving credit facility in March, which was fully repaid in June as we became more confident in our liquidity position. We remain committed to maximizing shareholders' return, and may resume our share repurchase activities based upon the prevailing market conditions, general economic conditions, capital allocation alternatives, and other factors.

While we continue to assess the full impact as the pandemic develops, we expect to our fiscal year 2020 revenue to be approximately $30 million to $70 million lower due to the pandemic. However, we expect the revenue reduction to be partially offset by lower discretionary spend. As a result, we expect to our full year operating margin to be approximately 50 basis points lower. Additionally, we expect our full year operating cash flows to be approximately $235 million to $265 million, which reflects lower revenue and cash collection delays due to the pandemic. As the pandemic situation develops, we may revise our assessment, and the actual amounts may differ materially from our estimates.

Key Metrics

In evaluating the financial condition and operating performance of our business, management focuses on revenue, net income, gross margins, operating margins, cash flow from operations, and changes in deferred revenue. A summary of key financial metrics for the nine months ended June 30, 2020, as compared to the nine months ended June 30, 2019, is as follows:


•	Total revenues were $1,126.0 million for the nine months ended June 30, 2020, as compared to $1,133.7 million for the nine months ended June 30, 2019;


•	Net income from continuing operations for the nine months ended June 30, 2020 was $51.5 million, compared to a net loss from continuing operations of $15.2 million for the nine months ended June 30, 2019;


•	Gross margins for the nine months ended June 30, 2020 were 56.9%, compared to 54.6% for the nine months ended June 30, 2019;


•	Operating margins for the nine months ended June 30, 2020 were 8.9%, compared to 6.7% for nine months ended June 30, 2019; and


•	Operating cash flows from continuing operations decreased by $38.3 million to $187.0 million for the nine months ended June 30, 2020, compared to $225.3 million for the nine months ended June 30, 2019.

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RESULTS OF OPERATIONS

Total Revenues

The following tables show total revenues by product type and by geographic location, based on the location of our customers, in dollars and percentage change (dollars in millions):



	Three Months Ended June 30,				Dollar Change			Percent Change
	2020		2019		Dollar Change			Percent Change
Hosting and professional services	$	225.3	$	232.9	$	(7.6	)	(3.2	)%
Product and licensing	48.7		78.2		(29.5		)	(37.7	)%
Maintenance and support	64.4		66.4		(2.0		)	(3.0	)%
Total revenues	$	338.4	$	377.4	$	(39.0	)	(10.3	)%

United States	$	266.2	$	310.9	$	(44.7	)	(14.4	)%
International	72.2		66.5		5.7			8.5	%
Total revenues	$	338.4	$	377.4	$	(39.0	)	(10.3	)%



	Nine Months Ended June 30,				Dollar Change			Percent Change
	2020		2019		Dollar Change			Percent Change
Hosting and professional services	$	691.3	$	678.1	$	13.2		1.9	%
Product and licensing	243.5		252.3		(8.8		)	(3.5	)%
Maintenance and support	191.2		203.3		(12.1		)	(6.0	)%
Total revenues	$	1,126.0	$	1,133.7	$	(7.7	)	(0.7	)%

United States	$	904.3	$	926.9	$	(22.6	)	(2.4	)%
International	221.7		206.8		14.9			7.2	%
Total revenues	$	1,126.0	$	1,133.7	$	(7.7	)	(0.7	)%

The geographic split was 79% of total revenues in the United States and 21% internationally for the three months ended June 30, 2020, as compared to 82% of total revenues in the United States and 18% internationally for the three months ended June 30, 2019.

The geographic split was 80% of total revenues in the United States and 20% internationally for the nine months ended June 30, 2020, as compared to 82% of total revenues in the United States and 18% internationally for the nine months ended June 30, 2019.

Hosting and Professional Services Revenue

Hosting revenue primarily relates to delivering on-demand hosted services, such as medical transcription and automated customer care applications, over a specified term. Professional services revenue primarily consists of consulting, implementation and training services for customers. The following table shows hosting and professional services revenue, in dollars and as a percentage of total revenues (dollars in millions):



	Three Months Ended June 30,						Dollar Change			Percent Change
	2020			2019			Dollar Change			Percent Change
Hosting revenue	$	191.8		$	188.0		$	3.8		2.0	%
Professional services revenue	33.5			44.8			(11.3		)	(25.3	)%
Hosting and professional services revenue	$	225.3		$	232.9		$	(7.6	)	(3.2	)%
As a percentage of total revenue	66.6		%	61.7		%



	Nine Months Ended June 30,						Dollar Change			Percent Change
	2020			2019			Dollar Change			Percent Change
Hosting revenue	$	584.6		$	554.0		$	30.6		5.5	%
Professional services revenue	106.7			124.1			(17.4		)	(14.0	)%
Hosting and professional services revenue	$	691.3		$	678.1		$	13.2		1.9	%
As a percentage of total revenue	61.4		%	59.8		%

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Three Months Ended June 30, 2020 compared to Three Months Ended June 30, 2019

Hosting revenue for the three months ended June 30, 2020 increased by $3.8 million, or 2.0%, primarily due to a $5.0 million increase in Healthcare and a $2.0 million increase in Enterprise, offset in part by a $3.2 million decrease in our Other segment. Healthcare hosting revenue increased primarily due to the continued growth in our Dragon Medical cloud-based solutions, offset in part by a decline in our medical transcription services, which was aggravated by the transaction volume loss during the COVID-19 pandemic. Enterprise hosting revenue increased primarily due to increases in security biometrics and voice engagement. Other hosting revenue decreased due to the wind-down of Devices and the sale of our Mobile Operator Services business in fiscal year 2019. As a percentage of total revenue, hosting revenue increased from 49.8% to 56.7% for the three months ended June 30, 2020.

Professional services revenue for the three months ended June 30, 2020 decreased by $11.3 million, or 25.3%, primarily due to a $12.6 million decrease in Healthcare, offset in part by a $1.5 million increase in Enterprise. Healthcare professional services revenue decreased primarily driven by lower revenue from EHR implementation due to project deferrals during the pandemic. Enterprise professional services revenue increased primarily due to the increase in our digital engagement. As a percentage of total revenue, professional services revenue decreased from 11.9% to 9.9% for the three months ended June 30, 2020.

Nine Months Ended June 30, 2020 compared to Nine Months Ended June 30, 2019

Hosting revenue for the nine months ended June 30, 2020 increased by $30.6 million, or 5.5%, primarily due to a $42.5 million increase in Healthcare and a $4.2 million increase in Enterprise, offset in part by a $16.1 million decrease in our Other segment. Healthcare hosting revenue increased primarily due to the continued growth in our Dragon Medical cloud-based solutions, offset in part by a decline in our medical transcription services, which was aggravated by the transaction volume loss during the COVID-19 pandemic. Enterprise hosting revenue increased due to increases across all business lines. Other hosting revenue decreased due to the wind-down of Devices and the sale of our Mobile Operator Services business in fiscal year 2019. As a percentage of total revenue, hosting revenue increased from 48.9% to 51.9% for the nine months ended June 30, 2020.

Professional services revenue for the nine months ended June 30, 2020 decreased by $17.4 million, or 14.0%, primarily due to a $17.5 million decrease in Healthcare and a $2.4 million decrease in Other, offset in part by a $2.6 million increase in Enterprise. Healthcare professional services revenue decreased primarily due to lower revenue from EHR implementation due to project deferrals during the pandemic. Other professional services revenue decreased due to the wind-down of Devices and the sale of our Mobile Operator Services business in Brazil and India during fiscal year 2019. Enterprise professional services revenue increased primarily due to increases in our digital engagement and security biometrics. As a percentage of total revenue, professional services revenue decreased from 10.9% to 9.5% for the nine months ended June 30, 2020.

Product and Licensing Revenue

Product and licensing revenue primarily consist of sales and licenses of our technology. The following table shows product and licensing revenue, in dollars and as a percentage of total revenues (dollars in millions):



	Three Months Ended June 30,						Dollar Change			Percent Change
	2020			2019			Dollar Change			Percent Change
Product and licensing revenue	$	48.7		$	78.2		$	(29.5	)	(37.7	)%
As a percentage of total revenue	14.4		%	20.7		%



	Nine Months Ended June 30,						Dollar Change			Percent Change
	2020			2019			Dollar Change			Percent Change
Product and licensing revenue	$	243.5		$	252.3		$	(8.8	)	(3.5	)%
As a percentage of total revenue	21.6		%	22.3		%

Three Months Ended June 30, 2020 compared to Three Months Ended June 30, 2019

Product and licensing revenue for the three months ended June 30, 2020 decreased by $29.5 million, or 37.7%, primarily due to a $17.9 million decrease in Healthcare and an $11.5 million decrease in Enterprise. Healthcare product and licensing revenue decreased primarily due to the continued transition from term licenses to cloud-based solutions. Enterprise product and licensing revenue decreased primarily due to the timing of software license transactions as well as the negative impact of COVID-19. As a percentage of total revenue, product and licensing revenue decreased from 20.7% to 14.4% for the three months ended June 30, 2020.

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Nine Months Ended June 30, 2020 compared to Nine Months Ended June 30, 2019

Product and licensing revenue for the nine months ended June 30, 2020 decreased by $8.8 million, or 3.5%, primarily due to a $17.4 million decrease in Healthcare and a $2.9 million decrease in Other, offset in part by an $11.5 million increase in Enterprise. Healthcare product and licensing revenue decreased primarily due to the continued transition from term licenses to cloud-based solutions. Enterprise product and licensing revenue increased as the increase in digital engagement was offset in part by decreases in security biometrics and voice engagement, which was primarily due to the timing of software license transactions as well as the negative impact of COVID-19. Other product and licensing revenue decreased primarily due to the wind-down of Devices. As a percentage of total revenue, product and licensing revenue decreased from 22.3% to 21.6% for the nine months ended June 30, 2020.

Maintenance and Support Revenue

Maintenance and support revenue primarily consist of technical support and maintenance services. The following table shows maintenance and support revenue, in dollars and as a percentage of total revenues (dollars in millions):



	Three Months Ended June 30,						Dollar Change			Percent Change
	2020			2019			Dollar Change			Percent Change
Maintenance and support revenue	$	64.4		$	66.4		$	(2.0	)	(3.0	)%
As a percentage of total revenue	19.0		%	17.6		%



	Nine Months Ended June 30,						Dollar Change			Percent Change
	2020			2019			Dollar Change			Percent Change
Maintenance and support revenue	$	191.2		$	203.3		$	(12.1	)	(6.0	)%
As a percentage of total revenue	17.0		%	17.9		%

Three Months Ended June 30, 2020 compared to Three Months Ended June 30, 2019

Maintenance and support revenue for the three months ended June 30, 2020 decreased by $2.0 million, or 3.0%, primarily due to the decrease in Healthcare. Healthcare maintenance and support revenue decreased primarily due to the continued transition from term licenses with maintenance and support to cloud-based solutions. As a percentage of total revenue, maintenance and support revenue increased from 17.6% to 19.0% for the three months ended June 30, 2020.

Nine Months Ended June 30, 2020 compared to Nine Months Ended June 30, 2019

Maintenance and support revenue for the nine months ended June 30, 2020 decreased by $12.1 million, or 6.0%, primarily due a $17.0 million decrease in Healthcare, offset in part by a $5.1 million increase in Enterprise. Healthcare maintenance and support revenue decreased primarily due to the continued transition from term licenses with maintenance and support to cloud-based solutions in Healthcare. Enterprise maintenance and support revenue increased primarily driven by the increase in license transactions in digital engagement and security biometrics. As a percentage of total revenue, maintenance and support revenue decreased from 17.9% to 17.0% for the nine months ended June 30, 2020.

COSTS AND EXPENSES

Cost of Hosting and Professional Services Revenue

Cost of hosting and professional services revenue primarily consists of compensation for services personnel, outside consultants and overhead, as well as the hardware, infrastructure and communications fees that support our hosting solutions. The following table shows the cost of hosting and professional services revenue, in dollars and as a percentage of professional services and hosting revenue (dollars in millions):



	Three Months Ended June 30,						Dollar Change			Percent Change
	2020			2019			Dollar Change			Percent Change
Cost of hosting and professional services revenue	$	119.8		$	138.4		$	(18.6	)	(13.4	)%
As a percentage of professional services and hosting revenue	53.2		%	59.4		%

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	Nine Months Ended June 30,						Dollar Change			Percent Change
	2020			2019			Dollar Change			Percent Change
Cost of hosting and professional services revenue	$	388.8		$	409.3		$	(20.5	)	(5.0	)%
As a percentage of professional services and hosting revenue	56.2		%	60.4		%

Three Months Ended June 30, 2020 compared to Three Months Ended June 30, 2019

Cost of hosting and professional services revenue for the three months ended June 30, 2020 decreased by $18.6 million, or 13.4%, primarily driven by lower transaction volume and project deferrals due to the COVID-19 pandemic. Gross margin increased by 6.2 percentage points primarily due to a favorable shift in revenue mix towards higher-margin Dragon Medical cloud-based solutions from lower-margin medical transcription and EHR implementation services.

Nine Months Ended June 30, 2020 compared to Nine Months Ended June 30, 2019

Cost of hosting and professional services revenue for the nine months ended June 30, 2020 decreased by $20.5 million, or 5.0%, primarily driven by lower transaction volume and project deferrals due to the COVID-19 pandemic. Gross margin increased by 4.1 percentage points primarily due to a favorable shift in revenue mix towards higher-margin Dragon Medical cloud-based solutions from lower-margin medical transcription and EHR implementation services.

Cost of Product and Licensing Revenue

Cost of product and licensing revenue primarily consists of material and fulfillment costs, manufacturing and operations costs and third-party royalty expenses. The following table shows the cost of product and licensing revenue, in dollars and as a percentage of product and licensing revenue (dollars in millions):



	Three Months Ended June 30,						Dollar Change			Percent Change
	2020			2019			Dollar Change			Percent Change
Cost of product and licensing revenue	$	10.7		$	18.7		$	(8.0	)	(42.9	)%
As a percentage of product and licensing revenue	21.9		%	23.9		%



	Nine Months Ended June 30,						Dollar Change			Percent Change
	2020			2019			Dollar Change			Percent Change
Cost of product and licensing revenue	$	54.2		$	60.5		$	(6.3	)	(10.4	)%
As a percentage of product and licensing revenue	22.2		%	24.0		%

Three Months Ended June 30, 2020 compared to Three Months Ended June 30, 2019

Cost of product and licensing revenue for the three months ended June 30, 2020 decreased by $8.0 million, or 42.9%. Gross margin increased by 2.0 percentage points year-over-year. The decrease in cost and increase in gross margin were primarily due to the upfront recognition of certain project costs associated with digital engagement in the third quarter of fiscal year 2019.

Nine Months Ended June 30, 2020 compared to Nine Months Ended June 30, 2019

Cost of product and licensing revenue for the nine months ended June 30, 2020 decreased by $6.3 million, or 10.4%. Gross margin increased by 1.7 percentage points year-over-year. The decrease in cost and increase in gross margin were primarily due to the upfront recognition of certain project costs associated with digital engagement in the third quarter of fiscal year 2019.

Cost of Maintenance and Support Revenue

Cost of maintenance and support revenue primarily consists of compensation for product support personnel and overhead. The following table shows the cost of maintenance and support revenue, in dollars and as a percentage of maintenance and support revenue (dollars in millions):



	Three Months Ended June 30,						Dollar Change			Percent Change
	2020			2019			Dollar Change			Percent Change
Cost of maintenance and support revenue	$	7.3		$	8.1		$	(0.9	)	(10.6	)%
As a percentage of maintenance and support revenue	11.3		%	12.3		%

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	Nine Months Ended June 30,						Dollar Change			Percent Change
	2020			2019			Dollar Change			Percent Change
Cost of maintenance and support revenue	$	23.0		$	24.8		$	(1.8	)	(7.2	)%
As a percentage of maintenance and support revenue	12.1		%	12.2		%

Three Months Ended June 30, 2020 compared to Three Months Ended June 30, 2019

Cost of maintenance and support revenue for the three months ended June 30, 2020 decreased by $0.9 million, or 10.6%, primarily due to the continued transition from license transactions with maintenance and support to cloud-based solutions in Healthcare. Gross margins increased by 1.0 percentage points primarily due to higher margins on diagnostics maintenance and support revenue.

Nine Months Ended June 30, 2020 compared to Nine Months Ended June 30, 2019

Cost of maintenance and support revenue for the nine months ended June 30, 2020 decreased by $1.8 million, or 7.2%, primarily due to the continued transition from license transactions with maintenance and support to cloud-based solutions in Healthcare. Gross margins increased by 0.2 percentage, or remained essentially flat during the current period.

Research and Development Expense

Research and development ("R&D") expense primarily consists of salaries, benefits, and overhead relating to engineering staff as well as third party engineering costs. The following table shows R&D expense, in dollars and as a percentage of total revenues (dollars in millions):



	Three Months Ended June 30,						Dollar Change		Percent Change
	2020			2019			Dollar Change		Percent Change
Research and development expense	$	55.2		$	47.1		$	8.2	17.3	%
As a percentage of total revenue	16.3		%	12.5		%



	Nine Months Ended June 30,						Dollar Change		Percent Change
	2020			2019			Dollar Change		Percent Change
Research and development expense	$	169.7		$	139.7		$	30.0	21.5	%
As a percentage of total revenue	15.1		%	12.3		%

Three Months Ended June 30, 2020 compared to Three Months Ended June 30, 2019

R&D expense increased by $8.2 million, or 17.3%, primarily due to higher compensation costs as we continued to invest in our core technologies to power new products and solutions.

Nine Months Ended June 30, 2020 compared to Nine Months Ended June 30, 2019

R&D expense increased by $30.0 million, or 21.5%, primarily due to higher compensation costs as we continued to invest in our core technologies to power new products and solutions.

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Sales and Marketing Expense

Sales and marketing expense include salaries and benefits, commissions, advertising, direct mail, public relations, tradeshow costs and other costs of marketing programs, travel expenses associated with our sales organization and overhead. The following table shows sales and marketing expense, in dollars and as a percentage of total revenues (dollars in millions):



	Three Months Ended June 30,						Dollar Change			Percent Change
	2020			2019			Dollar Change			Percent Change
Sales and marketing expense	$	64.4		$	65.3		$	(1.0	)	(1.5	)%
As a percentage of total revenue	19.0		%	17.3		%



	Nine Months Ended June 30,						Dollar Change		Percent Change
	2020			2019			Dollar Change		Percent Change
Sales and marketing expense	$	201.8		$	200.4		$	1.5	0.7	%
As a percentage of total revenue	17.9		%	17.7		%

Three Months Ended June 30, 2020 compared to Three Months Ended June 30, 2019

Sales and marketing expense for the three months ended June 30, 2020 decreased by $1.0 million, or 1.5%, as lower traveling and entertainment expenses were offset in part by our investment in sales force to support new products and solutions.

Nine Months Ended June 30, 2020 compared to Nine Months Ended June 30, 2019

Sales and marketing expense for the nine months ended June 30, 2020 increased by $1.5 million, or 0.7%, as lower traveling and entertainment expenses were more than offset by our investment in sales force to support new products and solutions.

General and Administrative Expense

General and administrative ("G&A") expense primarily consists of personnel costs for administration, finance, human resources, general management, fees for external professional advisers including accountants and attorneys, and provisions for doubtful accounts. The following table shows G&A expense, in dollars and as a percentage of total revenues (dollars in millions):



	Three Months Ended June 30,						Dollar Change			Percent Change
	2020			2019			Dollar Change			Percent Change
General and administrative expense	$	37.7		$	45.8		$	(8.2	)	(17.8	)%
As a percentage of total revenue	11.1		%	12.1		%



	Nine Months Ended June 30,						Dollar Change			Percent Change
	2020			2019			Dollar Change			Percent Change
General and administrative expense	$	114.4		$	129.2		$	(14.8	)	(11.5	)%
As a percentage of total revenue	10.2		%	11.4		%

Three Months Ended June 30, 2020 compared to Three Months Ended June 30, 2019

G&A expense decreased by $8.2 million, or 17.8%, primarily driven by decreases in compensation and professional services costs due to our cost saving initiatives, and lower traveling and entertainment expenses.

Nine Months Ended June 30, 2020 compared to Nine Months Ended June 30, 2019

G&A expense decreased by $14.8 million, or 11.5%, primarily driven by decreases in compensation and professional services costs due to our cost saving initiatives, and lower traveling and entertainment expenses.

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Amortization of Intangible Assets

Amortization of acquired patents and technologies are included within cost of revenue and the amortization of acquired customer and contractual relationships, non-compete agreements, acquired trade names and trademarks, and other intangibles are included within Operating expenses. Customer relationships are amortized based upon the pattern in which the economic benefits of the customer relationships are expected to be realized. Other identifiable intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization expense was recorded as follows (dollars in millions):



	Three Months Ended June 30,				Dollar Change			Percent Change
	2020		2019		Dollar Change			Percent Change
Cost of revenue	$	6.4	$	6.6	$	(0.1	)	(2.0	)%
Operating expenses	11.8		13.4		(1.5		)	(11.4	)%
Total amortization expense	$	18.3	$	19.9	$	(1.7	)	(8.3	)%



	Nine Months Ended June 30,				Dollar Change			Percent Change
	2020		2019		Dollar Change			Percent Change
Cost of revenue	$	19.7	$	20.6	$	(0.9	)	(4.5	)%
Operating expenses	36.2		41.0		(4.8		)	(11.7	)%
Total amortization expense	$	55.9	$	61.6	$	(5.7	)	(9.3	)%

The decreases in total amortization of intangible assets for the three and nine months ended June 30, 2020, as compared to the prior year periods, were primarily due to certain intangible assets having been fully amortized or written off during fiscal year 2019.

Acquisition-Related Costs, Net

Acquisition-related costs include costs related to business and asset acquisitions. These costs consist of (i) transition and integration costs, including retention payments, transitional employee costs, earn-out payments, and other costs related to integration activities; (ii) professional service fees, including financial advisory, legal, accounting, and other outside services incurred in connection with acquisition activities, and disputes and regulatory matters related to acquired entities; and (iii) fair value adjustments to acquisition-related contingencies. A summary of the Acquisition-related cost, net is as follows (dollars in millions):



	Three Months Ended June 30,						Dollar Change			Percent Change
	2020			2019			Dollar Change			Percent Change
Transition and integration costs	$	0.9		$	1.2		$	(0.4	)	(29.5	)%
Professional service fees	(0.1		)	0.9			(0.9		)	(109.2	)%
Acquisition-related adjustments	—			(1.3		)	1.3			(96.8	)%
Total Acquisition-related costs, net	$	0.8		$	0.8		$	—		(3.8	)%



	Nine Months Ended June 30,						Dollar Change			Percent Change
	2020			2019			Dollar Change			Percent Change
Transition and integration costs	$	3.7		$	6.1		$	(2.4	)	(38.9	)%
Professional service fees	(0.1		)	1.2			(1.2		)	(104.5	)%
Acquisition-related adjustments	—			(1.8		)	1.8			(97.6	)%
Total Acquisition-related costs, net	$	3.6		$	5.4		$	(1.8	)	(33.7	)%

The decreases in Acquisition-related cost, net for the nine months ended June 30, 2020 were primarily due to overall reduced acquisition and integration activities as we focus on portfolio optimization and organizational simplification.

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Restructuring and Other Charges, Net

Restructuring and other charges, net include restructuring expenses together with other charges that are unusual in nature, are the result of unplanned events, or arise outside of the ordinary course of our business. While restructuring and other charges, net are excluded from segment profits, the table below presents the restructuring and other charges, net associated with each segment (dollars in thousands):



	Three Months Ended June 30,
	2020													2019
	Personnel			Facilities		Total Restructuring			Other Charges		Total			Personnel			Facilities		Total Restructuring			Other Charges		Total
Healthcare	$	119		$	2	$	121		$	—	$	121		$	222		$	1	$	223		$	—	$	223
Enterprise	(121		)	76		(45		)	—		(45		)	(165		)	—		(165		)	—		(165		)
Other	—			34		34			—		34			529			15		544			239		783
Corporate	445			9		454			1,356		1,810			730			354		1,084			22		1,106
Total	$	443		$	121	$	564		$	1,356	$	1,920		$	1,316		$	370	$	1,686		$	261	$	1,947



	Nine Months Ended June 30,
	2020													2019
	Personnel		Facilities			Total Restructuring			Other Charges		Total			Personnel		Facilities		Total Restructuring		Other Charges		Total
Healthcare	$	1,901	$	1,777		$	3,678		$	—	$	3,678		$	4,672	$	142	$	4,814	$	—	$	4,814
Enterprise	1,416		794			2,210			—		2,210			5,086		13		5,099		—		5,099
Other	—		(277		)	(277		)	—		(277		)	1,443		15		1,458		3,306		4,764
Corporate	1,461		360			1,821			7,500		9,321			2,680		676		3,356		8,413		11,769
Total	$	4,778	$	2,654		$	7,432		$	7,500	$	14,932		$	13,881	$	846	$	14,727	$	11,719	$	26,446

Fiscal Year 2020

Additionally, for the nine months ended June 30, 2020, we recorded $4.6 million expenses related to the separation of our Automotive business, a $2.0 million impairment charge a right-of-use asset due to the COVID-19 pandemic, and a $0.9 million expense related to a malware incident that occurred in the third quarter of fiscal year 2017 (the "2017 Malware Incident"). Of these amounts, we recorded $0.4 million related to the separation of our Automotive business and $0.9 million related to the 2017 Malware Incident for the three months ended June 30, 2020.

Fiscal Year 2019

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Other (Expense) Income, Net

A summary is as follows (dollars in millions):



	Three Months Ended June 30,						Dollar Change			Percent Change
	2020			2019			Dollar Change			Percent Change
Interest income	$	0.6		$	3.8		$	(3.2	)	(83.9	)%
Interest expense	(23.7		)	(28.4		)	4.7			(16.5	)%
Other income, net	0.6			3.3			(2.7		)	(80.7	)%
Total other expense, net	$	(22.4	)	$	(21.3	)	$	(1.1	)	5.4	%



	Nine Months Ended June 30,						Dollar Change			Percent Change
	2020			2019			Dollar Change			Percent Change
Interest income	$	4.3		$	10.0		$	(5.7	)	(56.9	)%
Interest expense	(71.1		)	(91.8		)	20.7			(22.5	)%
Other (expense) income, net	(13.1		)	2.3			(15.4		)	(663.3	)%
Total other expense, net	$	(79.9	)	$	(79.5	)	$	(0.4	)	0.6	%

Interest income for the three and nine months ended June 30, 2020 decreased primarily due to lower yields on marketable securities for the current year periods.

Interest expense for the three and nine months ended June 30, 2020 decreased as we repaid $300.0 million of the 2020 Senior Notes in March 2019 and $300.0 million of the 2024 Senior Notes in October 2019. We also repurchased $123.8 million notional amounts of the 1.25% and 1.5% Convertible Debentures during the second quarter of fiscal year 2020.

Other income, net for the three months ended June 30, 2020 decreased primarily due to income recognized under the transition services agreement related to the Imaging sale in fiscal year 2019. Other expense, net for the nine months ended June 30, 2020 increased primarily due to losses on redemption and repurchases of debt in fiscal year 2020, offset in part by higher gains on foreign currency transactions.

(Benefit) Provision for Income Taxes

The following table shows the (benefit) provision for income taxes on continuing operations and the effective income tax rate (dollars in millions):



	Three Months Ended June 30,						Dollar Change			Percent Change
	2020			2019			Dollar Change			Percent Change
(Benefit) provision for income taxes	$	(16.7	)	$	10.7		$	(27.4	)	(255.4	)%
Effective income tax rate	NA			106.8		%



	Nine Months Ended June 30,						Dollar Change			Percent Change
	2020			2019			Dollar Change			Percent Change
(Benefit) provision for income taxes	$	(31.8	)	$	12.1		$	(43.9	)	(362.1	)%
Effective income tax rate	(161.1		)%	(394.6		)%

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months ended June 30, 2019 differed from the U.S. federal statutory rate of 21.0% primarily due to the valuation allowance on deferred tax assets in the United States.

Valuation Allowances

Net Income (Loss) from Discontinued Operations

As more fully described in Note 4 to the accompanying condensed consolidated financial statements, on February 1, 2019, we completed the sale of our Imaging business and received approximately $404.0 million in cash, after estimated transaction expenses. On October 1, 2019, we completed the spin-off of our Automotive business into an independent public company, Cerence. As a result, the historical results of operations for Imaging and Automotive have been included within discontinued operations in our condensed consolidated financial statements.

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SEGMENT ANALYSIS

The following table presents certain financial information about our operating segments (dollars in millions):



	Three Months Ended June 30,						Change			Percent Change
	2020			2019			Change			Percent Change
Segment Revenues ^(a):
Healthcare	$	199.9		$	228.4		$	(28.5	)	(12.5	)%
Enterprise	130.4			137.9			(7.5		)	(5.4	)%
Other	8.1			11.8			(3.6		)	(30.9	)%
Total segment revenues	$	338.4		$	378.1		$	(39.7	)	(10.5	)%
Less: acquisition related revenues adjustments	—			(0.6		)	0.6			(100.0	)%
Total revenues	$	338.4		$	377.4		$	(39.0	)	(10.3	)%
Segment Profit:
Healthcare	$	62.9		$	79.3		$	(16.5	)	(20.7	)%
Enterprise	37.0			38.7			(1.8		)	(4.5	)%
Other	5.0			3.0			2.0			65.7	%
Total segment profit	$	104.9		$	121.1		$	(16.2	)	(13.4	)%
Segment Profit Margin:
Healthcare	31.5		%	34.7		%	(3.3		)
Enterprise	28.4		%	28.1		%	0.3
Other	62.0		%	25.8		%	36.1
Total segment profit margin	31.0		%	32.0		%	(1.0		)



	Nine Months Ended June 30,						Change			Percent Change
	2020			2019			Change			Percent Change
Segment Revenues ^(a):
Healthcare	$	694.8		$	704.9		$	(10.1	)	(1.4	)%
Enterprise	406.3			383.2			23.1			6.0	%
Other	25.2			46.9			(21.7		)	(46.3	)%
Total segment revenues	$	1,126.3		$	1,135.0		$	(8.7	)	(0.8	)%
Less: acquisition related revenues adjustments	(0.3		)	(1.3		)	1.0			(77.1	)%
Total revenues	$	1,126.0		$	1,133.7		$	(7.7	)	(0.7	)%
Segment Profit:
Healthcare	$	227.8		$	244.2		$	(16.4	)	(6.7	)%
Enterprise	118.3			101.3			16.9			16.7	%
Other	14.0			13.4			0.6			4.5	%
Total segment profit	$	360.1		$	359.0		$	1.1		0.3	%
Segment Profit Margin:
Healthcare	32.8		%	34.6		%	(1.9		)
Enterprise	29.1		%	26.4		%	2.7
Other	55.7		%	28.6		%	27.1
Total segment profit margin	32.0		%	31.6		%	0.3


^(a)	Segment revenues differ from reported revenues due to certain revenue adjustments related to acquisitions that would otherwise have been recognized but for the purchase accounting treatment of the business combinations. These revenues are included to allow for more complete comparisons to the financial results of historical operations and in evaluating management performance.

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Segment Revenues

Three Months Ended June 30, 2020 compared to Three Months Ended June 30, 2019


•	Healthcare segment revenue decreased by $28.5 million, or 12.5%, primarily driven by:


◦	Revenue from Dragon Medical cloud-based solutions increased by $18.1 million, or 33.8%, to $71.4 million for the three months ended June 30, 2020 from $53.3 million for the three months ended June 30, 2019, primarily due to the continued market penetration and customer transition to our cloud-based solutions.


◦	Revenue from radiology and other decreased by $18.0 million, or 32.3%, to $37.7 million for the three months ended June 30, 2020 from $55.7 million for the three months ended June 30, 2019, primarily due to the timing of multi-year term license renewals and the negative impact of COVID-19.


◦	Revenue from transcription services decreased by $13.3 million, or 26.0%, to $37.9 million for the three months ended June 30, 2020 from $51.2 million for the three months ended June 30, 2019, primarily driven by customers' transition to our cloud-based solutions and lower transaction volume due to COVID-19.


◦	Revenue from Dragon Medical licensing and maintenance and support decreased by $4.5 million, or 20.1%, to $17.8 million for the three months ended June 30, 2020 from $22.3 million for the three months ended June 30, 2019, primarily driven by the continued transition from term licenses sold with maintenance and support to cloud-based solutions.


◦	Professional services revenue decreased by $12.9 million or 61.8%, to $8.0 million for the three months ended June 30, 2020 from $20.9 million for the three months ended June 30, 2019, primarily driven by lower revenue related to EHR implementation due to project deferrals during the pandemic.


•	Enterprise segment revenue decreased by $7.5 million, or 5.4%, as the growth in digital engagement was more than offset by decreases in security biometrics and voice engagement, which was primarily due to the timing of software license transactions and the negative impact of COVID-19.


•	Other segment revenue decreased by $3.6 million, or 30.9%, as we continue to wind down our Other segment.

Nine Months Ended June 30, 2020 compared to Nine Months Ended June 30, 2019


•	Healthcare segment revenue decreased by $10.1 million, or 1.4%, primarily driven by:


◦	Revenue from Dragon Medical cloud-based solutions increased by $61.6 million, or 43.0%, to $204.8 million for the nine months ended June 30, 2020 from $143.2 million for the nine months ended June 30, 2019, primarily due to the continued market penetration and customer transition to our cloud-based solutions.


◦	Revenue from radiology and other decreased by $4.7 million, or 2.5%, to $179.7 million for the nine months ended June 30, 2020 from $184.4 million for the nine months ended June 30, 2019, primarily due to the timing of multi-year term license renewals and the negative impact of COVID-19.


◦	Revenue from transcription services decreased by $29.8 million, or 18.3%, to $132.8 million for the nine months ended June 30, 2020 from $162.6 million for the nine months ended June 30, 2019, primarily driven by customers' transition to our cloud-based solutions and lower transaction volume due to COVID-19.


◦	Revenue from Dragon Medical licensing and maintenance and support decreased by $20.1 million, or 25.4%, to $58.9 million for the nine months ended June 30, 2020 from $78.9 million for the nine months ended June 30, 2019, primarily driven by the continued transition from term licenses sold with maintenance and support to cloud-based solutions.


◦	Professional services revenue decreased by $15.9 million or 29.1%, to $38.8 million for the nine months ended June 30, 2020 from $54.7 million for the nine months ended June 30, 2019, primarily driven by lower revenue related to EHR implementation due to project deferrals during the pandemic.


•	Enterprise segment revenue increased by $23.1 million, or 6.0%, as the growths in digital engagement and security biometrics were offset in part by the decrease in voice engagement, which was primarily due to the timing of software license transactions and the negative impact of COVID-19.


•	Other segment revenue decreased by $21.7 million, or 46.3%, as we continue to wind down our Other segment.

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Segment Profit

Three Months Ended June 30, 2020 compared to Three Months Ended June 30, 2019

•

Healthcare segment profit decreased by $16.5 million, or 20.7%, primarily due to lower revenue and higher R&D and sales and marketing expenses, offset in part by gross margin improvement. The increases in R&D and sales and marketing expenses were primarily due to higher spend to support the development and launch of new products and solutions. Gross margin increased primarily due to a favorable shift in mix to higher margin Dragon Medical cloud-based solution from lower margin medical transcription and EHR implementation services. As a result, segment profit margin decreased by 3.3 percentage points to 31.5%.

•

Enterprise segment profit decreased by $1.8 million, or 4.5%, primarily due to lower revenue and higher R&D expense, offset in part by higher gross margin and lower sales and marketing expenses. Gross margin increased primarily due to the upfront recognition of certain project costs associated with digital engagement in the same period of last year. The increase in R&D expense was primarily due to higher spend on core technologies to support future growth. The decrease in sales and marketing expense was primarily driven by lower travel and entertainment expenses due to the pandemic. As a result, segment profit margin increased by 0.3 percentage points to 28.4%.


•	Other segment profit increased by $2.0 million, or 65.7%, primarily driven by lower expense profile of the remaining business, offset in part by lower revenue as we continue to wind down our Other segment. As a result, segment profit margin increased by 36.1 percentage points to 62.0%.

Nine Months Ended June 30, 2020 compared to Nine Months Ended June 30, 2019

•

Healthcare segment profit decreased by $16.4 million, or 6.7%, primarily due to lower revenue and higher R&D and sales and marketing expenses, offset in part by gross margin improvement. Gross margin increased primarily due to a favorable shift in mix to higher margin Dragon Medical cloud-based solution from lower margin medical transcription and EHR implementation services. The increases in R&D and sales and marketing expenses were primarily due to higher spend to support the development and launch of new products and solutions. As a result, segment profit margin decreased by 1.9 percentage points to 32.8%.

•

Enterprise segment profit increased by $16.9 million, or 16.7%, primarily due to higher segment revenue and gross margin, offset in part by higher R&D and sales and marketing expenses. Gross margin improvement was primarily driven by a favorable shift in revenue mix towards higher margin licensing revenue. The increase in R&D expense was primarily due to higher spend on core technologies to support future growth. The increase in sales and marketing expense was primarily driven by higher commission costs due to higher bookings, offset in part by lower travel and entertainment expenses due to the pandemic. As a result, segment profit margin increased by 2.7 percentage points to 29.1%.


•	Other segment profit increased by $0.6 million, or 4.5%, primarily driven by lower expense profile of the remaining business, offset in part by lower revenue as we continue to wind down our Other segment. As a result, segment profit margin increased by 27.1 percentage points to 55.7%.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

We had cash and cash equivalents and marketable securities of $312.8 million as of June 30, 2020, a decrease of $452.0 million from $764.8 million as of September 30, 2019. Our working capital, defined as total current assets less total current liabilities from continuing operations, was $148.1 million as of June 30, 2020, compared to $591.3 million as of September 30, 2019. As of June 30, 2020, we had $240.0 million available for borrowing under our revolving credit facility. We believe that our existing sources of liquidity are sufficient to support our operating needs, capital requirements and any debt service requirements for the next twelve months.

Cash and cash equivalents and marketable securities held by our international operations totaled $75.8 million as of June 30, 2020 and $135.9 million as of September 30, 2019. We utilize a variety of financing strategies to ensure that our worldwide cash is available to meet our liquidity needs. We expect the cash held overseas to be permanently invested in our international operations, and our U.S. operation to be funded through its own operating cash flows, cash and marketable securities within the U.S., and if necessary, borrowing under our revolving credit facility.

As more fully described in "COVID-19 Impact" in the "Overview", we expect our full year operating cash flows to be approximately$235 million to $265 million, which reflects lower revenue and delayed collections due to the pandemic. As a precaution amid the pandemic, we borrowed $230.0 million under our revolving credit facility in March, which was fully repaid in June as we

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became more confident in our liquidity position. We remain committed to maximizing shareholders' return in the long term, and may resume our share repurchase activity based upon the prevailing market conditions, general economic conditions, capital allocation alternatives, and other factors. We believe our existing cash and investments, revolving credit facility, and future cash flows from operations to be sufficient for future liquidity needs.

Spin-Off of Automotive

On October 1, 2019, we completed the previously announced spin-off of our Automotive business as an independent public company, Cerence, and a pro rata and tax-free distribution to our stockholders of all of the outstanding shares of Cerence owned by Nuance on October 1, 2019. The distribution was made in the amount of one share of Cerence common stock for every eight shares of Nuance common stock owned by Nuance’s stockholders of record as of 5:00 p.m. Eastern Time on September 17, 2019.

Upon the spin-off on October 1, 2019, we received an approximately $139.1 million distribution from Cerence. We used the proceeds from the distribution and existing cash to redeem all the $300.0 million outstanding principal amount of the 2024 Senior Notes for $313.5 million, plus accrued and unpaid interest of $4.5 million.

Net Cash Provided by Operating Activities

Cash provided by operating activities for the nine months ended June 30, 2020 was $173.7 million, a decrease of $123.5 million from $297.2 million cash provided for the nine months ended June 30, 2019. The decrease was primarily due to:


•	A decrease of $78.0 million in cash provided due to unfavorable changes in working capital, primarily due to the timing of cash collections and cash payments;


•	A decrease of $85.2 million in cash flows from discontinued operations; offset in part by,


•	An increase of $36.5 million in cash provided due to higher income before non-cash charges; and


•	An increase of $3.3 million in cash provided from changes in deferred revenue. Deferred revenue had a positive effect of $19.7 million on operating cash flows for the nine months ended June 30, 2020, as compared to $16.4 million for the nine months ended June 30, 2019.

Net Cash Provided by Investing Activities

Cash provided by investing activities for the nine months ended June 30, 2020 was $88.4 million, a decrease of $289.8 million from $378.3 million cash provided for the nine months ended June 30, 2019. The decrease was primarily due to:


•	Net proceeds of $407.0 million, primarily from the sale of our Imaging business during the second quarter of fiscal year 2019;


•	An increase of $13.3 million in cash used for capital expenditures; offset in part by,


•	An increase of $126.0 million in net proceeds from the sale and purchase of marketable securities and other investments; and


•	An increase of $4.5 million in cash used in other investing activities.

Net Cash Used in Financing Activities

Cash used in financing activities for the nine months ended June 30, 2020 was $579.4 million, an increase of $123.1 million from $456.3 million cash used for the nine months ended June 30, 2019. The increase was primarily due to:


•	An increase of $213.6 million in cash used for the repayment and redemption of debt; and


•	An increase of $48.3 million in cash used for share repurchases; offset in part by,


•	A net contribution of $139.1 million from Cerence in connection with the spin-off of our Automotive business during the first quarter of fiscal year 2020.

Debt

For a detailed description of the terms and restrictions of the debt and revolving credit facility, see Note 10 to the accompanying condensed consolidated financial statements. For the nine months ended June 30, 2020, we spent approximately $513.6 million on repurchase and redemption of debt:


•	Upon the spin-off on October 1, 2019, we received an approximately $139.1 million distribution from Cerence. We used the proceeds from the distribution and existing cash to redeem all the $300.0 million outstanding principal amount of the 2024 Senior Notes for $313.5 million, plus accrued and unpaid interest of $4.5 million.

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•	During the second quarter of fiscal year 2020, we repurchased $87.3 million notional amount of our 1.25% 2025 Debentures for $112.3 million and $36.5 million notional amount of 1.5% 2035 Debentures for $41.3 million.


•	In March 2020, we redeemed the remaining outstanding $46.6 million of our 2.75% 2031 Debentures at par.


•	On March 24, 2020, we borrowed $230.0 million under our revolving credit facility at an effective interest rate of 2.68% per annum, which was fully repaid on June 26, 2020.

As of June 30, 2020, we were in compliance with all the debt covenants.

We may from time to time, depending on market and business conditions, repurchase outstanding debt in the open market or by private negotiation. We will not incur any cash interest payments during the fourth quarter of fiscal year 2020 due to the timing of such payments due. We expect to fund our debt service requirements through existing sources of liquidity and our operating cash flows.

Share Repurchase Program

Off-Balance Sheet Arrangements, Contractual Obligations

Contractual Obligations

The following table outlines our contractual payment obligations (dollars in millions):



	Contractual Payments Due in Fiscal Year
Contractual Obligations	Total		2020		2021 and 2022		2023 and 2024		Thereafter
Convertible debentures ⁽¹⁾	$	1,166.6	$	—	$	227.4	$	676.5	$	262.7
Senior notes ⁽²⁾	500.0		—		—		—		500.0
Interest payable on long-term debt ⁽³⁾	217.5		10.4		80.0		64.5		62.6
Letters of credit ⁽⁴⁾	2.5		2.5		—		—		—
Lease obligations and other liabilities:
Operating leases ⁽⁵⁾	139.4		7.3		48.1		30.9		53.1
Operating leases under restructuring	16.1		1.2		7.1		4.6		3.2
Purchase commitments for inventory, property and equipment ⁽⁶⁾	160.0		17.5		99.1		43.4		—
Total contractual cash obligations	$	2,202.1	$	38.9	$	461.7	$	819.9	$	881.6


⁽¹⁾	Pursuant to the terms of each convertible instrument, holders have the right to redeem the debt on specific dates prior to maturity. The repayment schedule above assumes that payment is due on the next redemption date after June 30, 2020.


⁽²⁾	The repayment schedule reflects all the senior notes outstanding as of June 30, 2020.


⁽³⁾	Interest per annum is due and payable semi-annually and is determined based on the outstanding principal as of June 30, 2020, the stated interest rate of each debt instrument and the assumed redemption dates discussed above.


⁽⁴⁾	Letters of credit are in place primarily to secure future operating lease payments.


⁽⁵⁾	Obligations include contractual lease commitments related to facilities that have subsequently been subleased. As of June 30, 2020, we have subleased certain facilities with total sublease income of $13.1 million through fiscal year 2027.

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⁽⁶⁾	These amounts include non-cancelable purchase commitments for property and equipment as well as inventory in the normal course of business to fulfill customer backlog.

Total unrecognized tax benefits as of June 30, 2020 were $26.0 million. We do not expect any significant change in the amount of unrecognized tax benefits within the next twelve months.

Contingent Liabilities and Commitments

Certain acquisition payments to selling shareholders were contingent upon the achievement of pre-determined performance target over a period of time after the acquisition. Such contingent payments were recorded at estimated fair values upon the acquisition and re-measured in subsequent reporting periods. As of June 30, 2020, we may be required to pay the selling stockholders up to $4.8 million upon achieving specified performance goals, including the achievement of future bookings and sales targets related to the products of the acquired entities. In addition, certain deferred compensation payments to selling shareholders contingent upon their continued employment after the acquisition was recorded as compensation expense over the requisite service period. Additionally, as of June 30, 2020, the remaining deferred payment obligations of $12.4 million to certain former stockholders, which are contingent upon their continued employment, will be recognized ratably as compensation expense over the remaining requisite service periods.

Off-Balance Sheet Arrangements

Through June 30, 2020, we have not entered into any off-balance sheet arrangements or material transactions with unconsolidated entities or other persons.

CRITICAL ACCOUNTING POLICIES

Our critical accounting policies are included in the "Critical Accounting Policies" section of "Management’s Discussion and Analysis of Financial Condition and Results of Operations" included in the Form 10-K for the fiscal year ended September 30, 2019. There has been no material change to our critical accounting policies since September 30, 2019.

RECENTLY ADOPTED ACCOUNTING STANDARDS AND ISSUED ACCOUNTING STANDARDS NOT YET ADOPTED

See Note 2 to the accompanying condensed consolidated financial statements for a discussion of the recently adopted and issued accounting standards.


Item 3.	Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk from changes in foreign currency exchange rates, interest rates and equity prices which could affect operating results, financial position and cash flows. We manage our exposure to these market risks through our regular operating and financing activities and, when appropriate, through the use of derivative financial instruments.

Exchange Rate Sensitivity

We are exposed to changes in foreign currency exchange rates. Any foreign currency transaction, defined as a transaction denominated in a currency other than the local functional currency, will be reported in the functional currency at the applicable exchange rate in effect at the time of the transaction. A change in the value of the functional currency compared to the foreign currency of the transaction will have either a positive or negative impact on our financial position and results of operations.

Assets and liabilities of our foreign entities are translated into U.S. dollars at exchange rates in effect at the balance sheet date and income and expense items are translated at average rates for the applicable period. Therefore, the change in the value of the U.S. dollar compared to foreign currencies will have either a positive or negative effect on our financial position and results of operations. Historically, our primary exposure has related to transactions denominated in the euro, British pound, Brazilian real, Canadian dollar, Japanese yen, and Indian rupee.

Periodically, we enter into forward exchange contracts to hedge against foreign exchange rate fluctuations. As of June 30, 2020, we had not designated any contracts as fair value or cash flow hedges. The contracts generally have a maturity of less than 90 days. As of June 30, 2020, the notional contract amount of outstanding foreign currency exchange contracts was $41.4 million.

Interest Rate Sensitivity

We are exposed to interest rate risk as a result of our cash and cash equivalents and marketable securities.

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At June 30, 2020, we held approximately $312.8 million of cash and cash equivalents and marketable securities consisting of cash, money-market funds, bank deposits and a separately managed investment portfolio. Assuming a one percentage point increase in interest rates, our interest income on our investments classified as cash and cash equivalents and marketable securities would increase by approximately $3.1 million per annum, based on the June 30, 2020 reported balances of our investment accounts.

Convertible Debentures

The fair values of our convertible debentures are dependent on the price and volatility of our common stock as well as movements in interest rates. The fair market values of these debentures will generally increase as the market price of our common stock increases and will decrease as the market price of our common stock decreases. The fair market values of these debentures will generally increase as interest rates fall and decrease as interest rates rise. The market value and interest rate changes affect the fair market values of these debentures, but do not impact our financial position, results of operations or cash flows due to the fixed nature of the debt obligations. However, increases in the value of our common stock above the stated trigger price for each issuance for a specified period of time may provide the holders of these debentures the right to convert each bond using a conversion ratio and payment method as defined in the debenture agreement.

The following table summarizes the fair value and conversion value of our convertible debentures, and the estimated increase in fair value and conversion value with a hypothetical 10% increase in the stock price of $25.31 as of June 30, 2020 (dollars in millions):



	June 30, 2020
	Fair value		Conversion value		Increase to fair value		Increase to conversion value
1.5% 2035 Debentures	$	293.9	$	279.2	$	23.8	$	27.9
1.0% 2035 Debentures	$	789.4	$	709.7	$	46.4	$	71.0
1.25% 2025 Debentures	$	367.9	$	337.6	$	25.4	$	33.8


Item 4.	Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) designed to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

We have evaluated the effectiveness of the design and operation of our disclosure controls and procedures under the supervision of, and with the participation of, management, including our Chief Executive Officer and Chief Financial Officer, as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective to meet the requirements of Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Changes in Internal Control Over Financial Reporting

There have been no material changes in our internal controls over financial reporting during the three months ended June 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Part II. Other Information

Item 1.Legal Proceedings

This information is included in Note 15, Commitments and Contingencies, in the accompanying notes to the unaudited condensed consolidated financial statements and is incorporated herein by reference from Item 1 of Part I.

Item 1A.Risk Factors

Item 1A of our Annual Report on Form 10-K for the year ended September 30, 2019 sets forth information relating to important risks and uncertainties that could materially affect our business, financial condition or operating results. Those risk factors, in addition to the other information set forth in this report, continue to be relevant to an understanding of our business, financial condition and operating results for the three and six months ended June 30, 2020. Other than as set forth below, there have been no material changes in our risk factors from those disclosed in our Annual Report. The following risk factor should be read in conjunction with the risk factors included in our Annual Report.

Our liquidity and operations have been adversely impacted, and our business, financial condition, results of operations and cash flows may continue to be adversely impacted, by the novel coronavirus (COVID-19).

On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 to be a pandemic, which continues to spread throughout the U.S. and the world. The global spread of COVID-19 has created significant market volatility, uncertainty and economic disruption. The extent to which the coronavirus pandemic will impact our business, operations, and financial results in the future will depend on numerous evolving factors that we may not be able to accurately predict, including:


•	the duration and scope of the pandemic;


•	governmental, business and individual actions taken in response to the pandemic and the impact of those actions on global economic activity;


•	the actions taken in response to economic disruption;


•	the impact of business disruptions on our customers and partners and the resulting impact on their demand for our products and services;


•	our customers’ and partners’ ability to pay for our products and services; and


•	our ability to provide our products and services, including as a result of our employees working remotely and/or closures of offices and facilities.

We are closely monitoring the impact of the COVID-19 pandemic and continually assessing its potential effects on our business. While we have not experienced significant disruptions to our ability to conduct business thus far as a result of the pandemic, we are currently conducting business with substantial modifications to employee travel, employee work locations, virtualization or cancellation of customer and employee events, and remote sales, implementation, and support activities, among other modifications. In addition, many of our customers are hospitals and other healthcare providers that are facing capital shortages and other changes to their businesses as they focus on fighting the pandemic. As a result, in particular with respect to our healthcare customers, our net new sales may continue to be lower than expected; our ability to recognize revenue may continue to be negatively impacted due to implementation delays, decreased utilization of certain products such as our HIM, PowerScribe and DAX solutions, decrease in volumes where we have transaction-based revenue, or other factors; our collections may continue to be delayed, which will negatively affect our cash flows; some customers may go out of business, and we will be unsecured creditors and may not be able to collect what we are owed; our ability to provide 24x7 worldwide support to our customers may be affected; and our employees’ productivity may be negatively impacted as a result of almost all of our workforce working from home. The pandemic and accompanying market volatility, uncertainty and economic disruption may also have the effect of heightening many of the other risks described in the “Risk Factors” set forth in Item 1A of our Annual Report on Form 10-K. The ultimate impact of the COVID-19 pandemic and the effects of the operational changes we have made in response cannot be accurately predicted at this time. The COVID-19 pandemic has adversely affected our results of operations and liquidity as of June 30, 2020, and may continue to adversely impact our business, results of operations, cash flows and financial condition.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

The following is a summary of our share repurchases for the three months ended June 30, 2020:



Period	Total Number of Shares Purchased	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Program ⁽¹⁾	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program⁽¹⁾
April 1, 2020 - April 30, 2020	—	—	—	$261.2 Million
May 1, 2020 - May 31, 2020	—	—	—	$261.2 Million
June 1, 2020 - June 30, 2020	—	—	—	$261.2 Million
Total	—		—

⁽¹⁾ On April 29, 2013, our Board of Directors approved a share repurchase program for up to $500.0 million, which was increased by $500.0 million on April 29, 2015. On August 1, 2018, our Board of Directors approved additional $500.0 million under our share repurchase program. As of June 30, 2020, approximately $261.2 million remained available for future repurchases under the program.

For the majority of restricted stock units granted to employees, the number of shares issued on the date the restricted stock units vest is net of the minimum statutory income withholding tax requirements that we pay in cash to the applicable taxing authorities on behalf of our employees. We do not consider these transactions to be common stock repurchases.


Item 3.	Defaults Upon Senior Securities

None.


Item 4.	Mine Safety Disclosures

Not applicable.


Item 5.	Other Information

None.


Item 6.	Exhibits

The exhibits listed on the Exhibit Index are filed or incorporated by reference (as stated therein) as part of this Quarterly Report on Form 10-Q.

EXHIBIT INDEX

Incorporated by Reference

Exhibit

Number

Exhibit Description

Form

File No.

Exhibit

Filing

Date

Filed

Herewith

3.1

Amended and Restated Certificate of Incorporation of the Registrant.

10-Q

000-27038

3.2

5/11/2001

3.2

Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Registrant.

10-Q

000-27038

3.1

8/9/2004

3.3

Certificate of Ownership and Merger.

8-K

000-27038

3.1

10/19/2005

3.4

Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Registrant, as amended.

S-3

333-142182

3.3

4/18/2007

3.5

Amended and Restated Bylaws of the Registrant.

10-K

001-36056

3.4

11/7/2019

10.1

Amendment No. 3, dated as of July 31, 2020, to the Revolving Credit Agreement, dated April 15, 2016, among Nuance Communications, Inc., the lender’s party thereto, Barclays Bank PLC, as Administrative Agent, and the other parties named therein

8-K

001-36056

10.1

8/5/2020

31.1

Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a).

31.2

Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a).

32.1

Certification Pursuant to 18 U.S.C. Section 1350.

101

The following materials from Nuance Communications, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Loss, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Unaudited Condensed Consolidated Financial Statements.

104

The cover page of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 formatted in Inline XBRL (included in Exhibit 101)

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Burlington, Commonwealth of Massachusetts, on August 6, 2020.




	Nuance Communications, Inc.

	By:		/s/ Daniel D. Tempesta
			Daniel D. Tempesta
			Executive Vice President and Chief Financial Officer