EX-99.1 2 b61920ncexv99w1.htm EX-99.1 PRESS RELEASE DATED AUGUST 8, 2006 exv99w1
 

Exhibit 99.1
News Release
From Nuance Communications

 
Contacts:

For Investors and Press   For Press
Richard Mack   Erica Hill
Nuance Communications, Inc.   Nuance Communications, Inc.
Tel: 781-565-5000   Tel: 781-565-5000
Email: richard.mack@nuance.com   Email: erica.hill@nuance.com
     
Nuance Announces Fiscal 2006 Third Quarter Results
 
Performance of Healthcare, Embedded Speech and Imaging
Drive Revenue and Earnings above Expectations

 
BURLINGTON, Mass., August 8, 2006 – Nuance Communications, Inc. (Nasdaq: NUAN) today announced financial results for the third quarter ended June 30, 2006.
Nuance reported revenues of $113.1 million in the quarter ended June 30, 2006, a 100 percent increase over revenues of $56.8 million in the quarter ended June 30, 2005. In addition to using GAAP results in evaluating the business, management also believes it is useful to evaluate results using non-GAAP measures. Using a non-GAAP measure, the Company reported non-GAAP revenue of $121.0 million which includes $7.9 million in revenue lost to purchase accounting in conjunction with Company’s acquisition of Dictaphone Corporation.
On a GAAP basis, Nuance recognized a net loss of $9.4 million, or $(0.06) per share, in the quarter ended June 30, 2006, compared with net income of $0.2 million, or $0.00 per diluted share, in the quarter ended June 30, 2005. Using a non-GAAP measure, Nuance reported non-GAAP net income of $19.7 million, or $0.11 per diluted share, for the period ending June 30, 2006, compared to non-GAAP net income of $5.9 million, or $0.05 per diluted share, in the quarter ended June 30, 2005.
These non-GAAP figures exclude non-cash taxes and interest, amortization of intangible assets, non-cash amortization of stock-based compensation, and acquisition-related transition and integration costs and charges, and include revenue lost to purchase accounting in conjunction with Company’s acquisition of Dictaphone Corporation. See “GAAP to non-GAAP Reconciliation” below for further information on the Company’s non-GAAP measures.
“Strong performance from our healthcare business, including Dictaphone, embedded speech and our imaging products fueled revenues and earnings above our expectations,” said Paul Ricci, chairman and CEO at Nuance. “In particular, we believe early results for Dictaphone reflect a smooth integration and strong demand for its enterprise and hosted dictation solutions. We experienced a very strong quarter in our imaging business. In addition, demand for our network speech solutions was up from the previous quarter. Our results from embedded speech are noteworthy, especially in international where we secured several important contracts and design wins.”

 


 

Consistent with the Company’s strategy and recent trends, highlights from the quarter include:
  Dictaphone Healthcare – After the close of the Dictaphone acquisition on March 31, 2006, Nuance established a Dictaphone Healthcare division that expands the Company’s solutions portfolio, market reach and revenue streams within the large and rapidly growing healthcare vertical. In its first quarter within Nuance, Dictaphone generated revenues consistent with expectations owing to the rapid adoption of speech-based transcription solutions within its base and through new customer wins.
 
  Embedded Speech – Revenues from embedded speech were a record in the quarter, up more than 35 percent year-over-year. Nuance secured strategic design wins with Alpine, Audi, Casio, Ford and Samsung. Within the mobile phone market, Nuance signed an important contract with a significant handset manufacturer in Asia-Pacific.
 
  Enterprise Speech – The Company continued to generate revenue growth from its network speech solutions, benefiting from new and expanded agreements with enterprises and telecommunications providers, including AT&T, EchoStar, Nestle, Verizon and Wachovia. In addition, the Company strengthened its international presence through Conversations Europe, an inaugural event that drew participation from more than 200 partners, customers and industry experts.
 
  Dictation – Nuance’s Dragon NaturallySpeaking products continued to perform well in the healthcare industry and led to expanded contracts within Kaiser-Permanente and the VA Hospital network. As expected however, total dictation revenues were down year-over-year as the Company prepared for the launch of Dragon NaturallySpeaking version 9 which launched subsequently in July 2006.
 
  Imaging Solutions – Nuance’s imaging revenues were strong in the quarter, increasing 35 percent over the previous year. In the quarter, Nuance signed contracts with OEMs and enterprises including Brother, Kinkos, Kodak, the U.S. Chamber of Commerce and Xerox.
 
  Operational Achievement – Nuance continued its disciplined approach to acquisition integration, cost synergies and expense controls which resulted in additional improvements and leverage in its operating margins. The Company noted it is on track to achieve its synergy targets associated with the acquisition of Dictaphone Corporation.
Nuance to Host Quarterly Conference Call at 4:30 p.m. Today
In conjunction with today’s announcement, Nuance will broadcast its quarterly conference call over the Internet at 4:30 p.m. ET. Those who wish to listen to the live broadcast should visit the Investor Relations section of the Company’s Web site at www.nuance.com at least 15 minutes prior to the event and follow the instructions provided to ensure that the necessary audio applications are downloaded and installed.
The conference call can also be heard via telephone by dialing (800) 288-8961 or (612) 332-0228 five minutes prior to the call and referencing conference code 837791. A replay of the call will be available within 24 hours of the announcement. To access the replay, dial (800) 475-6701 or (320) 365-3844 and refer to access code 837791.
About Nuance Communications, Inc .
Nuance Communications, Inc. (Nasdaq: NUAN) is the leading provider of speech and imaging solutions for businesses and consumers around the world. Its technologies, applications and services make the user experience more compelling by transforming the way people interact with information and how they create, share and use documents. Every day, millions of users and thousands of businesses experience Nuance’s proven applications. For more information, please visit www.nuance.com.
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Trademark reference: Nuance, the Nuance logo, Dictaphone, Dragon, and NaturallySpeaking are registered trademarks or trademarks of Nuance Communications, Inc. or its affiliates in the United States and/or other countries. All other trademarks referenced herein are the property of their respective owners.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements in this document regarding the future demand for, performance of, and opportunities for growth in Nuance’s speech, imaging, healthcare and dictation solutions; the size of the market for Nuance’s solutions within the healthcare industry; the strength of our sales pipeline; the continued strength of existing products, services and relationships as well as the development and introduction of new products, services and relationships; the integration planning efforts; and any other statements about Nuance managements’ future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” or “estimates” or similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: fluctuations in demand for Nuance’s existing and future products; economic conditions in the United States and abroad; Nuance’s ability to control and successfully manage its expenses, inventory and cash position; the effects of competition, including pricing pressure; possible defects in Nuance’s products and technologies; the ability of Nuance’s to successfully integrate operations and employees of acquired businesses; the ability to realize anticipated synergies from acquired businesses; and the other factors described in Nuance’s Annual Report on Form 10 K/A for the year ended September 30, 2005 and Nuance’s most recent quarterly report on Form 10-Q filed with the SEC. Nuance disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this document.
DISCUSSION OF NON-GAAP FINANCIAL MEASURES
Management utilizes a number of different financial measures, both GAAP and non-GAAP, in analyzing and assessing the overall performance of our business, for making operating decisions and for forecasting and planning for future periods. We consider the use of non-GAAP revenue helpful in understanding the performance of our business, as it excludes the purchase accounting impact on acquired deferred revenue. We also consider the use of non-GAAP earnings per share helpful in assessing the organic performance of the continuing operation of our business from a cash perspective. By organic performance we mean performance as if we had not incurred certain costs and expenses associated with acquisitions. By continuing operations we mean the ongoing results of the business excluding certain unplanned costs. While our management uses these non-GAAP financial measures as a tool to enhance their understanding of certain aspects of our financial performance, our management does not consider these measures to be a substitute for, or superior to, the information provided by GAAP revenue and earnings per share. Consistent with this approach, we believe that disclosing non-GAAP revenue and non-GAAP earnings per share to the readers of our financial statements provides such readers with useful supplemental data that, while not a substitute for GAAP revenue and earnings per share, allows for greater transparency in the review of our financial and operational performance. In assessing the overall health of our business during the fiscal third quarter ended June 30, 2006, and, in particular, in evaluating our revenue and earnings per share, our management has either included or excluded items in three general categories, each of which are described below.
Acquisition Related Revenues and Expenses. We included revenue related to our acquisition of Dictaphone that we would otherwise recognize but for the purchase accounting treatment of this transaction to allow for more accurate comparisons to our financial results of our historical operations, forward looking guidance and the financial results of our peer companies. We also excluded certain expense items resulting from acquisitions to allow more accurate comparisons of our financial results to our historical operations, forward looking guidance and the financial results of our peer companies. These items include the following: (i) acquisition-related integration costs; (ii) amortization of intangible assets associated with our acquisitions; and (iii) costs associated with the investigation of the restatement of the financial results of an acquired entity (SpeechWorks International, Inc.). In recent years, we have completed a number of acquisitions, which result

 


 

in non-continuing operating expenses which would not otherwise have been incurred. For example, we have incurred transition and integration costs such as retention bonuses for Former Nuance employees. In addition, actions taken by an acquired company, prior to an acquisition, could result in expenses being incurred by us, such as expenses incurred as a result of the restatement of the financial results of SpeechWorks International, Inc. We believe that providing non-GAAP information for certain revenue and expenses related to material acquisitions allows the users of our financial statements to review both the GAAP revenue and expenses in the period, as well as the non-GAAP expenses, thus providing for enhanced understanding of our historic and future financial results and facilitating comparisons to less acquisitive peer companies. Additionally, had we internally developed the products acquired, the amortization of intangible assets would have been expensed historically, and we believe the assessment of our operations excluding these costs is relevant to our assessment of internal operations and comparisons to industry performance.
Non-Cash Expenses. We provide non-GAAP information relative to the following non-cash expenses: (i) stock-based compensation; (ii) certain accrued interest; and (iii) certain accrued income taxes. Because of varying available valuation methodologies, subjective assumptions and the variety of award types, we believe that the exclusion of stock-based compensation allows for more accurate comparisons of our operating results to our peer companies. Further, we believe that excluding stock-based compensation expense allows for a more accurate comparison of our financial results to previous periods during which our equity compensation programs relied more heavily on equity-based awards that were not required to be reflected on our income statement. We believe that excluding non-cash interest expense and non-cash income taxes provides our senior management as well as other users of our financial statements, with a valuable perspective on the cash based performance and health of the business, including our current near-term projected liquidity.
Other Expenses. We exclude certain other expenses that are the result of other, unplanned events to measure our operating performance as well as our current and future liquidity both with and without these expenses. Included in these expenses are items such as: (i) non-acquisition-related restructuring charges and (ii) redundant costs associated with a change in independent accountants. These events are unplanned and arose outside of the ordinary course of our continuing operations. We assess our operating performance with these amounts included, but also excluding these amounts; the amounts relate to costs which are unplanned, and therefore by providing this information we believe our management and the users of our financial statements are better able to understand the financial results of what we consider to be our organic continuing operations.
We believe that providing the non-GAAP information to investors, in addition to the GAAP presentation, allows investors to view our financial results in the way management views the operating results. We further believe that providing this information allows investors to not only better understand our financial performance but more importantly, to evaluate the efficacy of the methodology and information used by management to evaluate and measure such performance.
The non-GAAP financial measures described above, and used in this press release, should not be considered in isolation from, or as a substitute for, a measure of financial performance prepared in accordance with GAAP. Further, investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool. In particular, many of the adjustments to the Company’s GAAP financial measures reflect the inclusion or exclusion of items that are recurring and will be reflected in the Company’s financial results for the foreseeable future. In addition, other companies, including other companies in the Company’s industry, may calculate non-GAAP net income (loss) differently than the Company, limiting it’s usefulness as a comparative tool. Management compensates for these limitations by providing specific information regarding the GAAP amounts included and excluded from the non-GAAP financial measures. In addition, as noted above, the Company’s management evaluates the non-GAAP financial measures together with the most directly comparable GAAP financial information.
Nuance Financial Tables Follow

 


 

Nuance Communications, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)
Unaudited
                                 
    Three months ended     Nine months ended  
    June 30,     June 30,  
    2006     2005     2006     2005  
 
                               
Product
  $ 60,535     $ 40,958     $ 162,271     $ 125,380  
Maintenance
    27,441       3,227       43,014       9,629  
Professional services
    25,099       12,629       55,071       35,496  
 
                       
Total revenue
    113,075       56,814       260,356       170,505  
 
                               
Costs and expenses:
                               
Cost of product
    8,553       4,782       18,290       14,769  
Cost of maintenance
    6,223       1,363       9,573       3,293  
Cost of professional services
    19,824       8,899       42,144       26,295  
Cost of revenue from amortization of intangible assets
    2,468       1,752       7,419       7,260  
 
                       
Total costs of revenue
    37,068       16,796       77,426       51,617  
 
                               
Gross Margin
    76,007       40,018       182,930       118,888  
 
                               
Research and development
    16,457       9,891       41,516       29,291  
Selling and marketing
    36,474       18,866       90,159       57,353  
General and administrative
    15,018       7,686       40,571       21,714  
Amortization of other intangible assets
    6,377       1,083       10,361       2,731  
Restructuring and other charges
    67       2,080       (1,233 )     2,739  
 
                       
Total operating expenses
    74,393       39,606       181,374       113,828  
 
                               
Income (loss) from operations
    1,614       412       1,556       5,060  
 
                               
Other income (expense), net
    (6,867 )     108       (8,052 )     (458 )
 
                       
 
                               
Income (loss) before income taxes
    (5,253 )     520       (6,496 )     4,602  
 
                               
Provision (benefit from) for income taxes
    4,168       360       8,524       2,303  
 
                       
 
                               
Income (loss) before cumulative effect of accounting change
    (9,421 )     160       (15,020 )     2,299  
 
                               
Cumulative effect of accounting change
                672        
 
                       
 
                               
Net income (loss)
  $ (9,421 )   $ 160     $ (15,692 )   $ 2,299  
 
                       
 
                               
Net Income (loss) per share: basic & fully diluted
  $ (0.06 )   $ 0.00     $ (0.10 )   $ 0.02  
 
                       
 
                               
Weighted average common shares outstanding:
                               
Basic
    167,482       108,713       162,400       106,414  
 
                       
Fully Diluted
    167,482       116,417       162,400       114,029  
 
                       

 


 

Nuance Communications, Inc.
Condensed Consolidated Balance Sheet
(Unaudited, in thousands)
                 
Assets
  June 30, 2006     September 30, 2005  
 
               
Current assets:
               
Cash and cash equivalents
  $ 82,620     $ 71,687  
Marketable Securities
          24,127  
Accounts receivable, net
    111,969       66,488  
Acquired unbilled accounts receivable
    30,487       3,052  
Prepaid expenses and other current assets
    17,415       9,548  
 
           
Total current assets
    242,491       174,902  
 
               
Goodwill
    693,918       458,313  
Other intangible assets, net
    230,602       92,350  
Property and equipment, net
    28,099       14,333  
Other assets
    27,154       17,314  
 
           
Total assets
  $ 1,222,264     $ 757,212  
 
           
 
               
Liabilities and Stockholders’ Equity
               
 
               
Current liabilities:
               
Current portion of long term debt and notes payable
  $ 4,068     $ 27,711  
Accounts payable and accrued expenses
    74,679       77,500  
Deferred revenue
    91,673       24,120  
Deferred acquisition payments, net
    19,023       16,414  
Accrued business combination costs
    15,186       17,027  
 
           
Total current liabilities
    204,629       162,772  
 
           
 
               
Long term portion of deferred revenue
    10,098       291  
Long term debt and notes payable
    350,971       35  
Deferred tax liability
    17,781       4,241  
Deferred acquisition payment, net
          16,266  
Accrued business combination costs and other
    47,161       54,972  
Other liabilites
    19,706       3,970  
 
           
Total liabilities
    650,346       242,547  
 
               
Stockholders’ equity
    571,918       514,665  
 
           
Total liabilities and stockholders’ equity
  $ 1,222,264     $ 757,212  
 
           
 
               
 
  $          

 


 

Nuance Communications, Inc.
Reconciliation of Supplemental Financial Information
(in thousands, except per share amounts)
Unaudited
                                 
    Three months ended     Nine months ended  
    June 30,     June 30,  
    2006     2005     2006     2005  
 
                               
GAAP total revenue
  $ 113,075     $ 56,814     $ 260,356     $ 170,505  
Purchase accounting adjustment — Dictaphone revenue
    7,915             7,915        
 
                       
Total Non-GAAP revenue
  $ 120,990     $ 56,814     $ 268,271     $ 170,505  
 
                               
GAAP net income (loss)
  $ (9,421 )   $ 160     $ (15,692 )   $ 2,299  
Cost of revenue from amortization of intangible assets
    2,468       1,752       7,419       7,260  
Amortization of other intangible assets
    6,377       1,083       10,361       2,731  
Non-cash stock based compensation (1)
    5,553       580       15,196       1,934  
Restructuring and other charges
    67       2,080       (1,233 )     2,739  
Non-cash interest expense
    1,180       286       2,880       638  
Non-cash taxes
    2,782       4       5,588       1,008  
Purchase accounting adjustment — Dictaphone cost of revenue (3)
    (1,987 )           (1,987 )      
Purchase accounting adjustment — Dictaphone revenue (3)
    7,915             7,915        
Acquisition related transition and integration costs (2)
    4,775             10,909        
 
                       
Non-GAAP net income
  $ 19,709     $ 5,945     $ 41,356     $ 18,609  
 
                       
 
                               
Non-GAAP net income diluted:
  $ 0.11     $ 0.05     $ 0.23     $ 0.16  
 
                       
 
                               
Shares used in computing non-GAAP net income per share:
                               
 
                               
Weighted average common shares outstanding:
                               
Basic
    167,482       108,713       162,400       106,414  
 
                       
Fully Diluted
    183,475       116,417       178,989       114,029  
 
                       
                                 
    Three months ended     Nine months ended  
    June 30,     June 30,  
(1) Non-cash stock based compensation   2006     2005     2006     2005  
Cost of product licenses
  $ 17     $ 4     $ 65     $ 9  
Cost of maintenance
    186       3       298       5  
Cost of professional services
    490       22       1,199       75  
Research and development
    1,097       (97 )     3,157       67  
Selling and marketing
    2,081       199       4,836       560  
General and administrative
    1,682       449       4,969       1,218  
Cumulative effect of accounting change
                672        
 
                       
Total
  $ 5,553     $ 580     $ 15,196     $ 1,934  
 
                       
 
                               
(2) Acquisition related transition and integration costs
                               
Cost of product licenses
  $ 49     $     $ 49     $  
Cost of maintenance
                115        
Cost of professional services
    887             1,018        
Research and development
    707             831        
Selling and marketing
    642             1,036        
General and administrative
    2,490             7,860        
 
                       
Total
  $ 4,775     $     $ 10,909     $  
 
                       
 
                               
(3) Purchase accounting adjustment
                               
Revenue
  $ 7,915     $     $ 7,915     $  
Cost of product licenses
    (1,987 )           (1,987 )      
 
                       
Total
  $ 5,628     $     $ 5,628     $