GlobeNewswire Inc | Aug 4, 2020 07:00AM EDT

August 04, 2020

Third Quarter Highlights

-- Bookings momentum continued with the second highest total in the companys history, supported by strategic wins in all major geographic markets -- Secular technology trends continue driving fiscal YTD revenue of $238.8M, up 8% year-over-year despite major impact of COVID-19 on global auto production -- Strong financial performance generated $19.3M from cash flow from operations during the quarter -- Generated adjusted EBITDA of $23.8M and adjusted EBITDA margin of 31.8% -- Successfully refinanced total debt resulting in more than $10M annual cash interest expense savings

BURLINGTON, Mass., Aug. 04, 2020 (GLOBE NEWSWIRE) -- Cerence Inc. (NASDAQ: CRNC), AI for a world in motion, today reported its third fiscal quarter 2020 results for the quarter ended June 30, 2020.

ResultsSummary (1)(in millions, except per share data)

Three Three Nine Nine Months Months Months Months Ended Ended Ended Ended June 30, June June 30, June 30, 2020 30, 2020 2019 2019GAAP Revenue $ 74.8 $ 77.6 $ 238.8 $ 220.4 GAAP Gross Margin% 63.1 % 69.5 % 65.5 % 67.2 %Non-GAAP Gross 68.7 % 72.5 % 69.9 % 70.6 %Margin%GAAP Operating -6.3 % 4.2 % 2.2 % 2.8 %Margin%Non-GAAP Operating 28.4 % 33.9 % 28.3 % 27.7 %Margin%Adjusted EBITDA $ 23.8 $ 28.1 $ 74.6 $ 66.9 Adjusted EBITDA 31.8 % 36.2 % 31.2 % 30.4 %marginGAAP net (loss) $ (28.2 ) $ 1.8 $ (27.4 ) $ 4.5 incomeNon-GAAP net income $ 12.1 $ 18.9 $ 38.6 $ 43.7 GAAP net (loss)income per share - $ (0.77 ) $ 0.05 $ (0.76 ) $ 0.12 dilutedNon-GAAP net income $ 0.31 $ 0.52 $ 1.03 $ 1.20 per share - diluted

(1)Please refer to the Discussion of Non-GAAP Financial Measures and Reconciliations of GAAP Financial Measures to Non-GAAP Financial Measures included elsewhere in this release for more information regarding our use of non-GAAP financial measures.

Sanjay Dhawan, Chief Executive Officer of Cerence, stated, While the impact of COVID-19 has weighed on the global economy, our fiscal year to-date revenues are up 8% compared to the same period in the prior year. During a period of a dramatic drop-off in auto production our revenue declined less than 4% in the quarter versus a year ago. This was primarily due to the SaaS revenue contribution of our connected services and continued strength in our professional services business.

Dhawan added, We recorded the second highest bookings quarter in the companys history supported by several strategic wins in all major geographic markets. While the business environment in the near term remains challenging, we are maintaining the 2024 growth targets in large part due to the strong bookings we have seen this year and the initial positive reactions by customers to our new product initiatives. These new products such as CarLife and Cerence Pay will play a key role in generating a new line of SaaS or transaction-based revenue as we move toward the 2024 target model.

Dhawan continued, A key accomplishment in the quarter was the refinancing of our debt. Refinancing will allow us to save over $10M per year in cash interest expense and will be accretive to our earnings. The adjustments we made to our business early in the quarter contributed over $6M in expense savings in the third quarter. While we will continue to prioritize the long-term growth of the company, we will continue to look for ways to minimize any short-term impact of COVID-19 on our operations.

The following table represents a set of KPIs management believes is helpful to investors to gain further insight into Cerences business.

Key Performance Q3FY20 Q2FY20 Q1FY20 Q4FY19 Q3FY19 Indicator^1Percent ofworldwide autoproduction with 54 % 55 % 53 % 54 % 53 %CerenceTechnology (TTM)Average contract 6.2 5.7 4.9 5.1 5.2 duration (TTM):Repeatablesoftware >80 % contribution(TTM):Change in numberof Cerenceconnected cars -3 % shipped^2 (TTMover prior yearTTM)Growth inbillings per carYTD vs. prior 7 % year (excludeslegacy contract)

(1)Please refer to the Key Performance Indicators included elsewhere in this release for more information regarding our use of key performance indicators.

(2)Change in connected cars for the same period according to IHS data is approximately -6%.

Statement on GuidanceWhile the business environment remains challenging to predict, with a quarters experience of operating in the current conditions, management is providing guidance for fiscal Q4. For the fiscal quarter ending September 30, 2020, GAAP revenue is expected to be in the range of $76M to $80M. Adjusted EBITDA is expected to be in the range of $23M to $26M. The adjusted EBITDA guidance excludes acquisition-related costs, amortization of purchased intangible assets, stock-based compensation, and restructuring and other costs. Additional details regarding guidance will be provided on the earnings call.

Third Quarter Conference CallThe company will host a live conference call and webcast with slides to discuss the results at 10:00 a.m. Eastern Time/7:00 a.m. Pacific Time today. Interested investors and analysts are invited to dial into the conference call by using 1.844.467.7116 (domestic) or +1.409.983.9838 (international) and entering the pass code 8370039. Webcast access will be available on the Investor Information section of the companys website at https://investors.cerence.com/news-and-events/events-and-presentations.

The teleconference replay will be available through August 11, 2020. The replay dial-in number is 1.855.859.2056 (domestic) or +1.404.537.3406 (international) using pass code 8370039. A replay of the webcast can be accessed by visiting our web site 90 minutes following the conference call at https://investors.cerence.com/news-and-events/events-and-presentations.

Forward Looking StatementsStatements in this presentation regarding Cerences future performance, results and financial condition, expected growth and innovation and our 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, intends or estimates or similar expressions) should also be considered to be forward-looking statements. Although we believe forward-looking statements are based upon reasonable assumptions, such statements involve known and unknown risk, uncertainties and other factors, which may cause actual results or performance of the company to be materially different from any future results or performance expressed or implied by such forward-looking statements including but not limited to: impacts of the COVID-19 pandemic on our and our customers businesses; the highly competitive and rapidly changing market in which we operate; adverse conditions in the automotive industry or the global economy more generally; our ability to control and successfully manage our expenses and cash position; our strategy to increase cloud; escalating pricing pressures from our customers; our failure to win, renew or implement service contracts; the loss of business from any of our largest customers; effects of customer defaults; the inability to recruit and retain qualified personnel; cybersecurity and data privacy incidents; fluctuating currency rates; and the other factors in our Annual Report on our most recent Form 10-K, quarterly reports on Form 10-Q, and other filings with the Securities and Exchange Commission. We disclaim any obligation to update any forward-looking statements as a result of developments occurring after the date of this document.

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

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

Consistent with this approach, we believe that disclosing non-GAAP financial measures to the readers of our financial statements provides such readers with useful supplemental data that, while not a substitute for GAAP financial statements, allows for greater transparency in the review of our financial and operational performance. In assessing the overall health of the business during the three and nine months ended June 30, 2020 and 2019, our management has either included or excluded items in five general categories, each of which is described below.

Adjusted EBITDA Adjusted EBITDA is defined as net income attributable to Cerence Inc. before net (income) loss attributable to income tax benefit (expense), other income (expense) items, net, depreciation and amortization expense, and other operating gains, and excluding acquisition-related costs, amortization of purchased intangible assets, stock-based compensation, and restructuring and other costs or impairment charges related to fixed and intangible assets and gains or losses on the sale of long-lived assets, if any. From time to time we may exclude from Adjusted EBITDA the impact of events, gains, losses or other charges (such as significant legal settlements) that affect the period-to-period comparability of our operating performance. Other income (expense) items, net include interest expense, investment income (loss), equity in net income (losses) of investees, and other income (expense), net (as stated in our Consolidated Statement of Income). Our management and Board of Directors use this financial measure to evaluate our operating performance. It is also a significant performance measure in our annual incentive compensation programs.

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

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

-- Transition and integration costs. Transition and integration costs include retention payments, transitional employee costs, and earn-out payments treated as compensation expense, as well as the costs of integration-related activities, including services provided by third-parties. -- Professional service fees and expenses. Professional service fees and expenses include financial advisory, legal, accounting and other outside services incurred in connection with acquisition activities, and disputes and regulatory matters related to acquired entities. -- Acquisition-related adjustments. Acquisition-related adjustments include adjustments to acquisition-related items that are required to be marked to fair value each reporting period, such as contingent consideration, and other items related to acquisitions for which the measurement period has ended, such as gains or losses on settlements of pre-acquisition contingencies.

Amortization of acquired intangible assets. We exclude the amortization of acquired intangible assets from non-GAAP expense and income measures. These amounts are inconsistent in amount and frequency and are significantly impacted by the timing and size of acquisitions. Providing a supplemental measure which excludes these charges allows management and investors to evaluate results as-if the acquired intangible assets had been developed internally rather than acquired and, therefore, provides a supplemental measure of performance in which our acquired intellectual property is treated in a comparable manner to our internally developed intellectual property. Although we exclude amortization of acquired intangible assets from our non-GAAP expenses, we believe that it is important for investors to understand that such intangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Future acquisitions may result in the amortization of additional intangible assets.

Other expenses.We exclude certain other expenses that result from unplanned events outside the ordinary course of continuing operations, in order to measure operating performance and current and future liquidity both with and without these expenses. By providing this information, we believe management and the users of the financial statements are better able to understand the financial results of what we consider to be our organic, continuing operations. Included in these expenses are items such as restructuring charges, asset impairments and other charges (credits), net. Other items such as consulting and professional services fees related to separation costs directly attributable to the Cerence business becoming a standalone public company.

Backlog.

Revenue backlog consists of the following categories: (i) fixed backlog, (ii) variable backlog, and (iii) adjusted backlog. These categories are further discussed as follows:

-- Fixed backlog. Future revenue related to remaining performance obligations and contractual commitments which have not been invoiced. -- Variable backlog. Estimated future revenue from variable forecasted royalties related to our embedded and connected businesses. Our estimation of forecasted royalties is based on our royalty rates for embedded and connected technologies from expected car shipments under our existing contracts over the term of the programs. Anticipated shipments are based on historical shipping experience and current customer projections that management believes are reasonable. Both our embedded and connected technologies are priced and sold on a per-vehicle or device basis, where we receive a single fee for either or both the embedded license and the connected service term. -- Adjusted backlog. The total of fixed backlog and variable backlog.

Our fixed and variable backlog may not be indicative of our actual future revenue. The revenue we actually recognize is subject to several factors, including the number and timing of vehicles our customers ship, potential terminations or changes in scope of customer contracts and currency fluctuations.

Key performance indicatorsWe believe that providing key performance indicators (KPIs), allows investors to gain insight into the way management views the performance of the business. We further believe that providing KPIs allows investors to better understand information used by management to evaluate and measure such performance. KPIs should not be considered superior to, or a substitute for, operating results prepared in accordance with GAAP. In assessing the performance of the business during the three and nine months ended June 30, 2020 and 2019, our management has reviewed the following KPIs, each of which is described below:

-- Percent of worldwide auto production with Cerence Technology: The number of Cerence enabled cars shipped as compared to IHS Market car sales data. -- Average contract duration: The weighted average period over which we expect to recognize the estimated revenues from new license and connected contracts signed during the quarter, calculated on a trailing twelve months (TTM) basis. -- Repeatable software contribution: The percentage of repeatable revenues as compared to total GAAP revenue in the quarter. Repeatable revenues are defined as the sum of License and Connected Services revenues. -- Change in number of Cerence connected cars shipped: The year over year change in the number of cars shipped with Cerence connected solutions. Amounts calculated on a TTM basis. -- Growth in billings per car YTD vs. prior year: The rate of growth calculated from the average billings per car on a year to date basis as compared to the prior fiscal year excluding legacy contract.

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

About Cerence Inc.Cerence (NASDAQ: CRNC) is the global industry leader in creating unique, moving experiences for the automotive world. As an innovation partner to the worlds leading automakers, it is helping transform how a car feels, responds and learns. Its track record is built on more than 20 years of knowledge and more than 325 million cars on the road today. Whether its connected cars, autonomous driving or e-vehicles, Cerence is mapping the road ahead. For more information, visit www.cerence.com.

Contact InformationRich YerganianCerence Inc.Tel: 617-987-4799Email: richard.yerganian@cerence.com

CERENCE INC.Consolidated and Combined Statements of Operations(unaudited - in thousands, except per share data)

Three Months Ended Nine Months Ended June 30, June 30, 2020 2019 2020 2019 Revenues: License $ 32,454 $ 43,961 $ 117,843 $ 127,287 Connected services 24,996 19,717 71,148 55,830 Professional services 17,360 13,891 49,773 37,240 Total revenues 74,810 77,569 238,764 220,357 Cost of revenues: License 820 521 2,344 1,428 Connected services 7,191 8,232 24,742 28,591 Professional services 17,529 12,943 48,773 36,132 Amortization of 2,063 1,979 6,408 6,175 intangible assetsTotal cost of revenues 27,603 23,675 82,267 72,326 Gross profit 47,207 53,894 156,497 148,031 Operating expenses: Research and development 22,041 22,975 66,898 69,344 Sales and marketing 9,180 8,232 24,829 27,476 General and 14,261 6,237 36,456 17,647 administrativeAmortization of 3,120 3,132 9,376 9,396 intangible assetsRestructuring and other 3,301 9,691 13,725 17,147 costs, netAcquisition-related ? 366 ? 783 costsTotal operating expenses 51,903 50,633 151,284 141,793 (Loss) income from (4,696 ) 3,261 5,213 6,238 operationsInterest income 38 ? 563 ? Interest expense (5,546 ) ? (19,043 ) ? Other income (expense), (20,446 ) (150 ) (20,366 ) 100 net(Loss) income before (30,650 ) 3,111 (33,633 ) 6,338 income taxes(Benefit from) provision (2,469 ) 1,341 (6,185 ) 1,859 for income taxesNet (loss) income $ (28,181 ) $ 1,770 $ (27,448 ) $ 4,479 Net (loss) income per share:Basic $ (0.77 ) $ 0.05 $ (0.76 ) $ 0.12 Diluted $ (0.77 ) $ 0.05 $ (0.76 ) $ 0.12 Weighted-average common share outstanding:Basic 36,509 36,391 36,315 36,391 Diluted 36,509 36,391 36,315 36,391

CERENCE INC.Consolidated and Combined Balance Sheets(unaudited - in thousands, except per share data)

June 30, September 30, 2020 2019 ASSETS Current assets: Cash and cash equivalents $ 132,844 $ - Accounts receivable, net of allowances of$1,406 and $865 at June 30, 2020 and 62,566 65,787 September 30, 2019, respectivelyDeferred costs 6,679 9,195 Prepaid expenses and other current assets 34,389 17,343 Total current assets 236,478 92,325 Property and equipment, net 28,366 20,113 Deferred costs 36,913 32,428 Operating lease right of use assets 19,547 - Goodwill 1,121,616 1,119,329 Intangible assets, net 50,152 65,561 Deferred tax assets 160,140 150,629 Other assets 15,863 3,444 Total assets $ 1,669,075 $ 1,483,829 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 11,637 $ 16,687 Deferred revenue 116,894 88,233 Short-term operating lease liabilities 5,727 - Short-term debt 6,250 - Accrued expenses and other current 54,672 24,194 liabilitiesTotal current liabilities 195,180 129,114 Long-term debt 267,172 - Deferred revenue, net of current portion 219,197 265,051 Long-term operating lease liabilities 16,305 - Other liabilities 32,528 21,536 Total liabilities 730,382 415,701 Stockholders' Equity: Common stock, $0.01 par value, 600,000shares authorized as of June 30, 2020; 366 - 36,520 shares issued and outstanding asof June 30, 2020Net parent investment - 1,097,127 Accumulated other comprehensive loss (8,237 ) (28,999 )Additional paid-in capital 974,012 - Accumulated deficit (27,448 ) - Total stockholders' equity 938,693 1,068,128 Total liabilities and stockholders' $ 1,669,075 $ 1,483,829 equity

CERENCE INC.Consolidated and Combined Statements of Cash Flows(unaudited - in thousands)

Nine Months Ended June 30, 2020 2019 Cash flows from operating activities: Net (loss) income $ (27,448 ) $ 4,479 Adjustments to reconcile net (loss) incometo net cash provided by operating activities:Depreciation and amortization 22,704 21,522 Provision for doubtful accounts 525 - Stock-based compensation expense 32,954 21,195 Non-cash interest expense 4,025 - Loss on debt extinguishment 19,279 - Deferred tax benefit (12,572 ) (469 )Changes in operating assets and liabilities: Accounts receivable 3,853 (7,368 )Prepaid expenses and other assets (21,328 ) (5,513 )Deferred costs (749 ) 1,876 Accounts payable (170 ) 6,674 Accrued expenses and other liabilities 19,283 4,441 Deferred revenue (21,779 ) 21,822 Net cash provided by operating activities 18,577 68,659 Cash flows from investing activities: Capital expenditures (16,075 ) (2,868 )Net cash used in investing activities (16,075 ) (2,868 )Cash flows from financing activities: Net transactions with Parent 12,964 (65,791 )Distributions to Parent (152,978 ) - Proceeds from long-term debt, net of 547,719 - discountPayments for long-term debt issuance costs (5,765 ) - Principal payments of long-term debt (270,000 ) - Common stock repurchases for taxwithholdings for net settlement of equity (1,613 ) - awardsPrincipal payments of lease liabilities (96 ) - arising from a finance leaseNet cash provided by (used in) financing 130,231 (65,791 )activitiesEffects of exchange rate changes on cash and 111 - cash equivalentsNet change in cash and cash equivalents 132,844 - Cash and cash equivalents at the beginning - - of the periodCash and cash equivalents at the end of the $ 132,844 $ - period

CERENCE INC.Reconciliations of GAAP Financial Measures to Non-GAAP Financial Measures(unaudited - in thousands)

Three Months Ended Nine Months Ended June 30, June 30, 2020 2019 2020 2019 GAAP revenue $ 74,810 $ 77,569 $ 238,764 $ 220,357 GAAP gross profit $ 47,207 $ 53,894 $ 156,497 $ 148,031 Stock-based 2,141 327 3,985 1,460 compensationAmortization of 2,063 1,979 6,408 6,175 intangible assetsNon-GAAP gross $ 51,411 $ 56,200 $ 166,890 $ 155,666 profitGAAP gross margin 63.1 % 69.5 % 65.5 % 67.2 %Non-GAAP gross 68.7 % 72.5 % 69.9 % 70.6 %margin GAAP operating $ (4,696 ) $ 3,261 $ 5,213 $ 6,238 (loss) incomeAmortization of 5,183 5,111 15,784 15,571 intangible assetsStock-based 17,425 7,828 32,954 21,195 compensationRestructuring and 3,301 9,691 13,725 17,147 other costs, netAcquisition-related - 366 - 783 costsNon-GAAP operating $ 21,213 $ 26,258 $ 67,676 $ 60,935 incomeGAAP operating -6.3 % 4.2 % 2.2 % 2.8 %marginNon-GAAP operating 28.4 % 33.9 % 28.3 % 27.7 %margin GAAP net (loss) $ (28,181 ) $ 1,770 $ (27,448 ) $ 4,479 incomeTotal other income (25,954 ) (150 ) (38,846 ) 100 (expense), net(Benefit from)provision for (2,469 ) 1,341 (6,185 ) 1,859 income taxesDepreciation 2,540 1,837 6,905 5,950 Amortization of 5,183 5,111 15,784 15,571 intangible assetsStock-based 17,425 7,828 32,954 21,195 compensationRestructuring and 3,301 9,691 13,725 17,147 other costs, netAcquisition-related - 366 - 783 costsAdjusted EBITDA $ 23,753 $ 28,095 $ 74,581 $ 66,885 GAAP net income -37.7 % 2.3 % -11.5 % 2.0 %marginAdjusted EBITDA 31.8 % 36.2 % 31.2 % 30.4 %margin

CERENCE INC.Reconciliations of GAAP Financial Measures to Non-GAAP Financial Measures (cont.)(unaudited - in thousands, except per share data)

Three Months Ended Nine Months Ended June 30, June 30, 2020 2019 2020 2019 GAAP net (loss) $ (28,181 ) $ 1,770 $ (27,448 ) $ 4,479 incomeAmortization of 5,183 5,111 15,784 15,571 intangible assetsStock-based 17,425 7,828 32,954 21,195 compensationRestructuring and 3,301 9,691 13,725 17,147 other costs, netAcquisition-related - 366 - 783 costsNon-cash interest 1,379 - 4,025 - expenseLoss on debt 19,279 - 19,279 - extinguishmentIncome tax impactof Non-GAAP (6,252 ) (5,839 ) (19,701 ) (15,451 )adjustmentsNon-GAAP net income $ 12,134 $ 18,928 $ 38,618 $ 43,725 Weighted-averagecommon shares 36,509 36,391 36,315 36,391 outstanding - basicWeighted-averagecommon shares 39,556 36,391 37,649 36,391 outstanding -dilutedGAAP net (loss)income per share - $ (0.77 ) $ 0.05 $ (0.76 ) $ 0.12 dilutedNon-GAAP net income $ 0.31 $ 0.52 $ 1.03 $ 1.20 per share - diluted GAAP net cashprovided by $ 19,312 $ 26,408 $ 18,577 $ 68,659 operatingactivitiesCapital (5,930 ) (396 ) (16,075 ) (2,868 )expendituresFree Cash Flow $ 13,382 $ 26,012 $ 2,502 $ 65,791

CERENCE INC.Reconciliations of GAAP Financial Measures to Non-GAAP Financial Measures (cont.)(unaudited - in thousands, except per share data)

Q3FY20 Q2FY20 Q1FY20 Q4FY19 Q3FY19 Q2FY19 Q1FY19 Q4FY18 (ASC 606) (ASC 606) (ASC 606) (ASC 606) (ASC 606) (ASC 606) (ASC 606) (ASC 605)GAAP $ 74,810 $ 86,495 $ 77,459 $ 82,957 $ 77,569 $ 70,304 $ 72,484 $ 75,356revenuesLess:Professional 17,360 18,742 13,671 15,006 13,891 12,122 11,227 11,403servicesrevenueNon-GAAPRepeatable $ 57,450 $ 67,753 $ 63,788 $ 67,951 $ 63,678 $ 58,182 $ 61,257 $ 63,953revenues GAAP $ 321,721 $ 324,480 $ 308,289 $ 303,314 $ 295,713 revenues TTMLess:Professional 64,779 61,310 54,690 52,246 48,643 servicesrevenue TTMNon-GAAPRepeatable $ 256,942 $ 263,170 $ 253,599 $ 251,068 $ 247,070 revenues TTMRepeatablesoftware 80% 81% 82% 83% 84% contribution

CERENCE INC.Reconciliations of GAAP Financial Measures to Non-GAAP Financial Measures (cont.)(unaudited - in thousands, except per share data)

Q4 2020 Low High GAAP revenue $ 76,000 $ 80,000 GAAP gross profit $ 48,050 $ 52,050 Stock-based compensation 1,800 1,800 Amortization of intangible assets 1,900 1,900 Non-GAAP gross profit $ 51,750 $ 55,750 GAAP gross margin 63 % 65 %Non-GAAP gross margin 68 % 70 % GAAP operating (loss) income $ (200 ) $ 2,700 Amortization of intangible assets 5,000 5,000 Stock-based compensation 15,100 15,100 Restructuring and other costs, net 500 500 Acquisition-related costs - - Non-GAAP operating income $ 20,400 $ 23,300 GAAP operating margin 0 % 3 %Non-GAAP operating margin 27 % 29 % GAAP net loss $ (3,755 ) $ (855 )Total other income (expense), net (3,700 ) (3,700 )Benefit from income taxes (195 ) (195 )Depreciation 2,600 2,600 Amortization of intangible assets 5,000 5,000 Stock-based compensation 15,100 15,100 Restructuring and other costs, net 500 500 Acquisition-related costs - - Adjusted EBITDA $ 22,950 $ 25,850 GAAP net income margin -5 % -1 %Adjusted EBITDA margin 30 % 32 %

CERENCE INC.Reconciliations of GAAP Financial Measures to Non-GAAP Financial Measures (cont.)(unaudited - in thousands, except per share data)

Q4 2020 Low High GAAP net loss $ (3,755 ) $ (855 )Amortization of intangible assets 5,000 5,000 Stock-based compensation 15,100 15,100 Restructuring and other costs, net 500 500 Acquisition-related costs - - Non-cash interest expense 1,300 1,300 Income tax impact of Non-GAAP adjustments (4,800 ) (5,500 )Non-GAAP net income $ 13,345 $ 15,545 Weighted-average common shares outstanding - 36,879 36,879 basicWeighted-average common shares outstanding - 43,908 43,908 dilutedGAAP net loss per share - diluted $ (0.09 ) $ (0.02 )Non-GAAP net income per share - diluted $ 0.30 $ 0.35