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10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended June 30, 2023


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

For the transition period from __________ to __________

Commission File Number: 001-39030

CERENCE INC.

(Exact name of registrant as specified in its charter)


Delaware	83-4177087
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1 Burlington Woods Drive, Suite 301A Burlington, Massachusetts	01803
(Address of principal executive offices)	(Zip Code)

(857) 362-7300

(Registrant’s telephone number, including area code)

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 $0.01 per share

CRNC

The Nasdaq Global Select Market

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.

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 ☒

As of August 2, 2023, the registrant had 40,333,242 shares of common stock, $0.01 par value per share, outstanding.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION	3
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	3
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended June 30, 2023 and 2022	3
	Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended June 30, 2023 and 2022	4
	Condensed Consolidated Balance Sheets as of June 30, 2023 and September 30, 2022	5
	Consolidated Statements of Stockholders' Equity for the Three and Nine Months Ended June 30, 2023 and 2022	6
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2023 and 2022	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	51
Item 4.	Controls and Procedures	52
PART II.	OTHER INFORMATION	53
Item 1.	Legal Proceedings	53
Item 1A.	Risk Factors	54
Item 5	Other Information	55
Item 6.	Exhibits	56
Signatures		57

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Form 10-Q”), filed by Cerence Inc. together with its consolidated subsidiaries, “Cerence,” the “Company,” “we,” “us” or “our” unless the context indicates otherwise, contains “forward-looking statements” that involve risks and uncertainties. These statements can be identified by the fact that they do not relate strictly to historical or current facts, but rather are based on current expectations, estimates, assumptions, plans and projections about our business, operations, industry, financial results, financial condition, strategy, goals or prospects. Forward-looking statements often include words such as “anticipates,” “estimates,” “expects,” “projects,” “forecasts,” “intends,” “plans,” “continues,” “believes,” “may,” “will,” “goals” and words and terms of similar substance in connection with discussions of our business and future operating or financial performance. As with any projection or forecast, forward-looking statements are inherently susceptible to uncertainty and changes in circumstances. Our actual results may vary materially from those expressed or implied in our forward-looking statements. Accordingly, undue reliance should not be placed on any forward-looking statement made by us or on our behalf. Although we believe that the forward-looking statements contained in this Form 10-Q are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in such forward-looking statements, including but not limited to:

•

adverse conditions in the automotive industry or the global economy more generally, including as a result of the COVID-19 pandemic, the conflict between Russia and Ukraine, inflation and rising interest rates;

•

the continuation of the semiconductor shortage being experienced by, and shipping or production issues in, the automotive industry;

•

the duration and severity of the COVID-19 pandemic and its impact on our business and financial performance, including the impact of new variants;

•

the highly competitive and rapidly changing market in which we operate;

•

our employees are represented by workers councils or unions or are subject to local laws that are less favorable to employers than the laws of the U.S.;

•

the transition in our senior management positions;

•

fluctuations in our financial and operating results;

•

our inability to control and successfully manage our expense and cash positions;

•

escalating pricing pressures from our customers;

•

the impact on our business of the transition to a lower level of fixed contracts, including, but not limited to, the failure to achieve the expected predictability and growth in our reported revenue following a transition year of fiscal 2023;

•

our failure to win, renew or implement service contracts;

•

the cancellation or postponement of service contracts after a design win;

•

the loss of business from any of our largest customers;

•

inability to recruit and retain qualified personnel;

•

cybersecurity and data privacy incidents that damage client relations;

•

interruptions or delays in our services or services from data center hosting facilities or public clouds;

•

economic, political, regulatory, foreign exchange and other risks of international operations;

•

unforeseen U.S. and foreign tax liabilities;

•

increases or decreases to valuation allowances recorded against deferred tax assets;

•

impairment of our goodwill and other intangible assets;

•

the failure to protect our intellectual property or allegations that we have infringed the intellectual property of others;

•

defects in our software products that result in lost revenue, expensive corrections or claims against us;

•

our inability to quickly respond to changes in technology and to develop our intellectual property into commercially viable products;

•

our strategy to increase cloud services and ability to successfully introduce new products, applications or services;

•

a significant interruption in the supply or maintenance of our third-party hardware, software, services or data;

•

restrictions on our current and future operations under the terms of our debt and the use of cash to service our debt; and

•

certain factors discussed elsewhere in this Form 10-Q.

These and other factors are more fully discussed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 30, 2022 and elsewhere in this Form 10-Q, including Part II, “Item 1A, Risk Factors." These risks could cause actual results to differ materially from those implied by forward-looking statements in this Form 10-Q. Even if our results of operations, financial condition and liquidity and the development of the industry in which we operate are consistent with the forward-looking statements contained in this Form 10-Q, those results or developments may not be indicative of results or developments in subsequent periods.

Any forward-looking statements made by us in this Form 10-Q speak only as of the date on which they are made. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements, whether as a result of new information, subsequent events or otherwise, except as required by law.

PART I—FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.

CERENCE INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(unaudited)


	Three Months Ended June 30,						Nine Months Ended June 30,
	2023			2022			2023			2022
Revenues:
License	$	25,837		$	46,452		$	102,054		$	139,610
Connected services		18,583			19,990			55,903			67,475
Professional services		17,240			22,599			55,754			62,662
Total revenues		61,660			89,041			213,711			269,747
Cost of revenues:
License		2,343			585			6,166			1,692
Connected services		5,562			5,391			18,218			16,766
Professional services		12,930			18,173			47,441			51,448
Amortization of intangible assets		103			103			310			2,879
Total cost of revenues		20,938			24,252			72,135			72,785
Gross profit		40,722			64,789			141,576			196,962
Operating expenses:
Research and development		30,202			26,040			88,190			81,808
Sales and marketing		4,277			8,299			21,656			22,487
General and administrative		13,019			10,614			46,453			31,941
Amortization of intangible assets		553			2,862			5,297			9,151
Restructuring and other costs, net		1,172			1,197			11,075			6,586
Total operating expenses		49,223			49,012			172,671			151,973
(Loss) income from operations		(8,501	)		15,777			(31,095	)		44,989
Interest income		1,207			243			3,240			416
Interest expense		(4,120	)		(3,815	)		(11,637	)		(10,602	)
Other income (expense), net		(2,030	)		(478	)		2,757			(764	)
(Loss) income before income taxes		(13,444	)		11,727			(36,735	)		34,039
Provision for income taxes		3,011			110,994			7,967			114,738
Net loss	$	(16,455	)	$	(99,267	)	$	(44,702	)	$	(80,699	)
Net loss per share:
Basic	$	(0.41	)	$	(2.53	)	$	(1.11	)	$	(2.06	)
Diluted	$	(0.41	)	$	(2.53	)	$	(1.11	)	$	(2.06	)
Weighted-average common share outstanding:
Basic		40,324			39,313			40,167			39,113
Diluted		40,324			39,313			40,167			39,113

Refer to accompanying Notes to the unaudited condensed consolidated financial statements.

CERENCE INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(unaudited)


	Three Months Ended June 30,						Nine Months Ended June 30,
	2023			2022			2023			2022

Net loss	$	(16,455	)	$	(99,267	)	$	(44,702	)	$	(80,699	)
Other comprehensive (loss) income:
Foreign currency translation adjustments		(1,152	)		(12,013	)		8,949			(22,697	)
Pension adjustments, net		(21	)		122			(50	)		256
Net unrealized (loss) gains on available-for-sale securities		(106	)		(81	)		186			(248	)
Total other comprehensive (loss) income		(1,279	)		(11,972	)		9,085			(22,689	)
Comprehensive loss	$	(17,734	)	$	(111,239	)	$	(35,617	)	$	(103,388	)

Refer to accompanying Notes to the unaudited condensed consolidated financial statements.

CERENCE INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)


	June 30, 2023			September 30, 2022
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	86,100		$	94,847
Marketable securities		16,717			20,317
Accounts receivable, net of allowances of $4,048 and $157		56,984			45,073
Deferred costs		7,585			7,098
Prepaid expenses and other current assets		51,748			60,184
Total current assets		219,134			227,519
Long-term marketable securities		13,194			11,584
Property and equipment, net		34,924			37,707
Deferred costs		20,875			22,451
Operating lease right of use assets		13,445			14,702
Goodwill		904,910			890,802
Intangible assets, net		4,644			9,700
Deferred tax assets		52,198			51,989
Other assets		48,854			52,039
Total assets	$	1,312,178		$	1,318,493
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	16,118		$	10,372
Deferred revenue		75,296			72,662
Short-term operating lease liabilities		5,505			5,071
Short-term debt		24,700			10,938
Accrued expenses and other current liabilities		46,802			47,990
Total current liabilities		168,421			147,033
Long-term debt		254,702			259,436
Deferred revenue, net of current portion		153,002			165,972
Long-term operating lease liabilities		9,330			11,375
Other liabilities		23,909			21,727
Total liabilities		609,364			605,543
Commitments and contingencies (Note 12)
Stockholders' Equity:
Common stock, $0.01 par value, 560,000 shares authorized; 40,333 and 39,430 shares issued and outstanding, respectively		403			394
Accumulated other comprehensive loss		(24,652	)		(33,737	)
Additional paid-in capital		1,049,173			1,029,542
Accumulated deficit		(322,110	)		(283,249	)
Total stockholders' equity		702,814			712,950
Total liabilities and stockholders' equity	$	1,312,178		$	1,318,493

Refer to accompanying Notes to the unaudited condensed consolidated financial statements.

CERENCE INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(unaudited)


Three Months Ended June 30, 2023
	Common Stock
	Shares			Amount		Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total
Balance at March 31, 2023		40,292		$	403	$	1,038,048		$	(305,655	)	$	(23,373	)	$	709,423
Net loss		-			-		-			(16,455	)		-			(16,455	)
Other comprehensive loss		-			-		-			-			(1,279	)		(1,279	)
Issuance of common stock		45			-		293			-			-			293
Increase in fair value of conversion option		-			-		4,054			-			-			4,054
Stock withheld to cover tax withholdings requirements upon stock vesting		(4	)		-		(404	)		-			-			(404	)
Stock-based compensation		-			-		7,182			-			-			7,182
Balance at June 30, 2023		40,333		$	403	$	1,049,173		$	(322,110	)	$	(24,652	)	$	702,814


Three Months Ended June 30, 2022
	Common Stock
	Shares			Amount		Additional Paid-In Capital			Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Loss			Total
Balance at March 31, 2022		39,305		$	393	$	1,018,731		$	46,145		$	(9,083	)	$	1,056,186
Net loss		-			-		-			(99,267	)		-			(99,267	)
Other comprehensive loss		-			-		-			-			(11,972	)		(11,972	)
Issuance of common stock		12			-		103			-			-			103
Stock withheld to cover tax withholdings requirements upon stock vesting		(1	)		-		(134	)		-			-			(134	)
Stock-based compensation		-			-		5,196			-			-			5,196
Balance at June 30, 2022		39,316		$	393	$	1,023,896		$	(53,122	)	$	(21,055	)	$	950,112

CERENCE INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Cont.)

(In thousands)

(unaudited)


Nine Months Ended June 30, 2023
	Common Stock
	Shares			Amount			Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total
Balance at September 30, 2022		39,430		$	394		$	1,029,542		$	(283,249	)	$	(33,737	)	$	712,950
Net loss		-			-			-			(44,702	)		-			(44,702	)
Cumulative effect adjustment due to the adoption of ASU 2020-06		-			-			(14,371	)		5,841						(8,530	)
Other comprehensive income		-			-			-			-			9,085			9,085
Issuance of common stock		965			10			4,677			-			-			4,687
Increase in fair value of conversion option		-			-			4,054			-			-			4,054
Stock withheld to cover tax withholdings requirements upon stock vesting		(62	)		(1	)		(4,833	)		-			-			(4,834	)
Stock-based compensation		-			-			30,104			-			-			30,104
Balance at June 30, 2023		40,333		$	403		$	1,049,173		$	(322,110	)	$	(24,652	)	$	702,814


Nine Months Ended June 30, 2022
	Common Stock
	Shares			Amount			Additional Paid-In Capital			Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Income (Loss)			Total
Balance at September 30, 2021		38,025		$	381		$	1,002,353		$	27,577		$	1,634		$	1,031,945
Net loss		-			-			-			(80,699	)		-			(80,699	)
Other comprehensive loss		-			-			-			-			(22,689	)		(22,689	)
Issuance of common stock		1,437			13			34,930			-			-			34,943
Stock withheld to cover tax withholdings requirements upon stock vesting		(146	)		(1	)		(47,959	)		-			-			(47,960	)
Stock-based compensation		-			-			34,572			-			-			34,572
Balance at June 30, 2022		39,316		$	393		$	1,023,896		$	(53,122	)	$	(21,055	)	$	950,112

Refer to accompanying Notes to the unaudited condensed consolidated financial statements.

CERENCE INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)


	Nine Months Ended June 30,
	2023			2022
Cash flows from operating activities:
Net loss	$	(44,702	)	$	(80,699	)
Adjustments to reconcile net loss to net cash (used in) provided by operations:
Depreciation and amortization		13,151			18,853
Provision for (benefit from) credit loss reserve		3,626			(414	)
Stock-based compensation		31,801			23,020
Non-cash interest expense		1,450			3,922
Loss on debt extinguishment		1,333			—
Deferred tax benefit		1,536			103,394
Unrealized foreign currency transaction (gain) losses		(5,441	)		4,854
Other		(4,004	)		283
Changes in operating assets and liabilities:
Accounts receivable		(10,951	)		(21,626	)
Prepaid expenses and other assets		19,902			(34,621	)
Deferred costs		2,511			3,753
Accounts payable		4,799			4,638
Accrued expenses and other liabilities		(334	)		(2,698	)
Deferred revenue		(18,437	)		(19,844	)
Net cash (used in) provided by operating activities		(3,760	)		2,815
Cash flows from investing activities:
Capital expenditures		(3,597	)		(14,418	)
Purchases of marketable securities		(18,025	)		(21,153	)
Sale and maturities of marketable securities		20,200			31,003
Payments for equity investments		—			(584	)
Other investing activities		(1,024	)		1,735
Net cash used in investing activities		(2,446	)		(3,417	)
Cash flows from financing activities:
Proceeds from revolving credit facility		24,700			—
Proceeds from long-term debt, net of discount		190,000			—
Payments for long-term debt issuance costs		(16,786	)		—
Principal payments of long-term debt		(198,438	)		(4,689	)
Common stock repurchases for tax withholdings for net settlement of equity awards		(4,834	)		(47,960	)
Principal payment of lease liabilities arising from a finance lease		(355	)		(289	)
Proceeds from the issuance of common stock		4,687			34,943
Net cash used in financing activities		(1,026	)		(17,995	)
Effects of exchange rate changes on cash and cash equivalents		(1,515	)		(1,377	)
Net change in cash and cash equivalents		(8,747	)		(19,974	)
Cash and cash equivalents at beginning of period		94,847			128,428
Cash and cash equivalents at end of period	$	86,100		$	108,454
Supplemental information:
Cash paid for income taxes	$	5,752		$	9,868
Cash paid for interest	$	11,468		$	7,724

Refer to accompanying Notes to the unaudited condensed consolidated financial statements.

CERENCE INC.

Notes to Condensed Consolidated Financial Statements

Note 1. Business Overview

Business

Cerence Inc. (referred to in this Quarterly Report on Form 10-Q as “we,” “our,” “us,” “ourselves,” the “Company” or “Cerence”) is a global, premier provider of AI-powered assistants and innovations for connected and autonomous vehicles. Our customers include all major automobile original equipment manufacturers (“OEMs”), or their tier 1 suppliers worldwide. We deliver our solutions on a white-label basis, enabling our customers to deliver customized virtual assistants with unique, branded personalities and ultimately strengthening the bond between automobile brands and end users. We generate revenue primarily by selling software licenses and cloud-connected services. In addition, we generate professional services revenue from our work with OEMs and suppliers during the design, development and deployment phases of the vehicle model lifecycle and through maintenance and enhancement projects.

Note 2. Significant Accounting Policies

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company, as well as those of our wholly owned subsidiaries. All significant intercompany transactions and balances are eliminated in consolidation.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by GAAP for complete financial statements.

The condensed consolidated financial statements reflect all adjustments considered necessary for a fair presentation of the consolidated results of operations and financial position for the interim periods presented. All such adjustments are of a normal recurring nature. The results of operations for the three and nine months ended June 30, 2023 are not necessarily indicative of the results to be expected for any other interim period or for the fiscal year ending September 30, 2023. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022.

Use of Estimates

The financial statements are prepared in accordance with GAAP, which requires management to make estimates and assumptions. These estimates, judgments and assumptions can affect the reported amounts in the financial statements and the footnotes thereto. Actual results could differ materially from these estimates.

On an ongoing basis, we evaluate our estimates, assumptions and judgments. Significant estimates inherent to the preparation of financial statements include: revenue recognition; allowance for credit losses; accounting for deferred costs; accounting for internally developed software; the valuation of goodwill and intangible assets; accounting for business combinations; accounting for stock-based compensation; accounting for income taxes; accounting for leases; accounting for convertible debt; and loss contingencies. We base our estimates on historical experience, market participant fair value considerations, projected future cash flows, and various other factors that are believed to be reasonable under the circumstances. Actual amounts could differ significantly from these estimates.

Concentration of Risk

Financial instruments that potentially subject us to significant concentrations of credit risk primarily consist of trade accounts receivable. We perform ongoing credit evaluations of our customers’ financial condition and limit the amount of credit extended when deemed appropriate. Two customers accounted for 12.2% and 11.5%, respectively, of our Accounts receivable, net balance at June 30, 2023. One customer accounted for 17.4% of our Accounts receivable, net balance at September 30, 2022.

Allowance for Credit Losses

We are exposed to credit losses primarily through our sales of software licenses and services to customers. We determine credit ratings for each customer in our portfolio based upon public information and information obtained directly from our customers. A credit limit for each customer is established and in certain cases we may require collateral or prepayment to mitigate credit risk. Our expected loss methodology is developed using historical collection experience, current customer credit information, current and future economic and market conditions and a review of the current status of the customer's account balances. We monitor our ongoing credit

exposure through reviews of customer balances against contract terms and due dates, current economic conditions, and dispute resolution. Estimated credit losses are written off in the period in which the financial asset is no longer collectible.

The change in the allowance for credit losses for the nine months ended June 30, 2023 is as follows (dollars in thousands):


	Allowance for Credit Losses
Balance as of September 30, 2022	$	371
Credit loss provision		3,626
Effect of foreign currency translation		140
Balance as of June 30, 2023	$	4,137

Recently Adopted Accounting Standards

In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for debt with conversion options, revises the criteria for applying the derivatives scope exception for contracts in an entity’s own equity, and improves the consistency for the calculation of earnings per share. We adopted ASU 2020-06 on October 1, 2022 using the modified retrospective approach. As a result, the 3.00% Convertible Senior Notes due 2025 (the “2025 Notes” and together with the 2028 Notes (as defined below) and the 2025 Modified Notes (as defined below), the "Notes") are no longer bifurcated into separate liability and equity components. The 2028 Notes (as defined below) were issued during June 2023. The adoption does not have a material impact on our Condensed Consolidated Statements of Operations and Cash Flows.

The following tables summarize the impact of adopting ASU 2020-06 on the Condensed Consolidated Balance Sheet as of October 1, 2022 (dollars in thousands):


	As of October 1, 2022
	As Previously Reported			Impact of Adoption of ASU 2020-06			As Adjusted
Assets:
Deferred tax assets	$	51,989		$	2,463		$	54,452

Liabilities:
Long-term debt, net of discounts and issuance costs	$	259,436		$	10,994		$	270,430

Equity:
Additional paid-in capital	$	1,029,542		$	(14,371	)	$	1,015,171
Accumulated deficit	$	(283,249	)	$	5,841		$	(277,408	)

Note 3. Revenue Recognition

We primarily derive revenue from the following sources: (1) royalty-based software license arrangements, (2) connected services, and (3) professional services. 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 collectability of consideration is probable.

Our arrangements with customers may 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 currently 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, when possible. Since prices vary from customer to customer based on customer relationship, volume discount and contract type, in instances where the SSP is not directly observable, we estimate SSP by considering a number of data points, including cost of developing and supplying each performance obligation; types of offerings; and gross margin objectives and pricing practices, such as contractually stated prices, discounts offered, and applicable price lists.

We only include estimated amounts 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 Accounting Standards Codification (“ASC”) 606, which we estimate based on historical return experience and other relevant factors, and record a corresponding refund liability as a component of Accrued expenses and other current liabilities. Other forms of contingent revenue or variable consideration are infrequent.

Revenue is recognized when control of these products or services are transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those products or 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 year or less. If the difference in timing arises for reasons other than the provision of finance 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.

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.

(a) Performance Obligations

Licenses

Embedded software and technology licenses operate without access to external networks and information. Embedded licenses sold with non-distinct professional services to customize and/or integrate the underlying software and technology 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 embedded software and technology 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 and technology is made available to the customer and control is transferred. For income statement presentation purposes, we separate distinct embedded license revenue from professional services revenue based on their relative SSPs.

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

For royalty arrangements that include fixed consideration related to minimum purchase commitment deals, the fixed consideration is recognized when the software is made available to the customer.

Connected Services

Connected 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. Subscription basis revenue represents a single promise to stand-ready to provide access to our connected services. Our connected services 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 connected services arrangements are a single performance obligation comprised of a series of distinct services. These services include variable consideration, typically a function of usage. We recognize revenue as each distinct service period is performed (i.e., recognized as incurred).

Our connected service arrangements generally include services to develop, customize, and stand-up applications for each customer. In determining whether these services are distinct, we consider the dependence of the cloud service on the up-front development and stand-up, as well as availability of the services from other vendors. We have concluded that the up-front development, stand-up and customization services are not distinct performance obligations, and as such, revenue for these activities is recognized over the period during which the cloud-connected services are provided, and is included within connected services revenue. There can be instances where the customer purchases a software license that allows them to take possession of the software to enable hosting by the customer or a third-party. For such arrangements, the performance obligation of the license is completed at a point in time once the customer takes possession of the software.

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.

(b) 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. Furthermore, hybrid contracts that contain both embedded and connected license and professional services are analyzed to determine if the products and services are distinct or have stand-alone functionality to determine the revenue treatment.

We allocate the transaction price of the arrangement based on the relative estimated SSP of each distinct performance obligation. Judgment is required to determine the SSP for each distinct performance obligation. In determining SSP, we maximize observable inputs, when possible. Since our prices vary from customer to customer based on customer relationship, volume discount and contract type, there are instances where the SSP is not directly observable. In such instances, we estimate SSP by considering a number of data points, including cost of developing and supplying each performance obligation; types of offerings; and gross margin objectives and pricing practices, such as contractually stated prices, discounts offered, and applicable price lists. These factors may vary over time, depending upon the unique facts and circumstances related to each deliverable. We review the SSP for each distinct performance obligation on a periodic basis, or when the underlying factors are deemed to have changed, and make updates when appropriate.

Revenues, classified by the major geographic region in which our customers are located, for the three and nine months ended June 30, 2023 and 2022 (dollars in thousands):


	Three Months Ended June 30,				Nine Months Ended June 30,
	2023		2022		2023		2022
Revenues:
United States	$	22,500	$	23,317	$	65,598	$	80,401
Other Americas		106		20		160		57
Germany		19,861		18,880		62,652		61,520
Other Europe, Middle East and Africa		3,968		4,561		11,152		11,091
Japan		3,798		17,476		35,377		68,965
Other Asia-Pacific		11,427		24,787		38,772		47,713
Total net revenues	$	61,660	$	89,041	$	213,711	$	269,747

For the nine months ended June 30, 2023, revenues within China were $22.0 million, which were over 10% of revenues. For the three months ended June 30, 2023, revenues within China were not over 10% of revenues.

Revenues relating to two customers accounted for $10.8 million, or 17.6%, and $6.3 million, or 10.1%, of revenues for the three months ended June 30, 2023. Revenues relating to two customers accounted for $31.7 million, or 14.8%, and $23.1 million, or 10.8%, of revenues for the nine months ended June 30, 2023.

Revenues relating to one customer accounted for $10.1 million, or 11.4%, of revenues for the three months ended June 30, 2022. Revenues relating to two customers accounted for $54.3 million, or 20.1%, and $38.3 million, or 14.2%, of revenues for the nine months ended June 30, 2022. During the nine months ended June 30, 2022, certain existing variable long-term contracts with our largest customer were converted into minimum purchase commitment deals. The estimated future revenues related to these long-term

contracts were previously included in our variable backlog, which includes estimated future revenues from variable forecasted royalties related to our embedded and connected businesses. These minimum purchase commitment deals accounted for $47.1 million of revenues for the nine months ended June 30, 2022. The cash associated with these deals is expected to be collected over the distribution period, which could be up to five years.

(d) Contract Acquisition Costs

In conjunction with the adoption of ASC 606, we are required to capitalize certain contract acquisition costs. The capitalized costs primarily relate to paid commissions. 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. Contract acquisition costs are deferred and amortized on a straight-line basis over the period of benefit, which we have estimated to be, on average, between one and eight 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. We assess the amortization term for all major transactions based on specific facts and circumstances. 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, 2023 and September 30, 2022, we had $8.2 million and $8.3 million of contract acquisition costs, respectively. We had amortization expense of $0.8 million and $0.7 million related to these costs during the three months ended June 30, 2023 and 2022, respectively, and $2.4 million and $1.9 million for the nine months ended June 30, 2023 and 2022, respectively. There was no impairment related to contract acquisition costs.

(e) Capitalized Contract Costs

We capitalize incremental costs incurred to fulfill our contracts that (i) relate directly to the contract, (ii) are expected to generate resources that will be used to satisfy our performance obligation under the contract, and (iii) 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, which are incurred to satisfy our stand-ready obligation to provide access to our connected offerings. These 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 eight years, on average. The contract term 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 these 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 presented as Deferred costs.

We had amortization expense of $2.2 million and $2.3 million related to these costs during the three months ended June 30, 2023 and 2022, respectively, and $7.4 million and $7.8 million for the nine months ended June 30, 2023 and 2022, respectively. There was no impairment related to contract costs capitalized.

(f) 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 at their net estimated realizable value. We maintain an allowance for credit losses to provide for the estimated amount of receivables and contract assets that may not be collected.

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

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, respectively. The table below shows significant changes in contract assets (dollars in thousands):


	Contract assets
Balance as of September 30, 2022	$	76,292
Revenues recognized but not billed		31,971
Amounts reclassified to Accounts receivable, net		(47,923	)
Effect of foreign currency translation		4,247
Balance as of June 30, 2023	$	64,587

Our contract liabilities, which we present as 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. The table below shows significant changes in deferred revenue (dollars in thousands):


	Deferred revenue
Balance as of September 30, 2022	$	238,634
Amounts billed but not recognized		58,056
Revenue recognized		(75,717	)
Effect of foreign currency translation		7,325
Balance as of June 30, 2023	$	228,298

(g) 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, 2023 (dollars in thousands):


	Within One Year		Two to Five Years		Greater than Five Years		Total
Total revenue	$	135,113	$	132,083	$	21,769	$	288,965

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

Note 4. Earnings Per Share

Basic earnings per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period, increased to include the number of shares of common stock that would have been outstanding had potential dilutive shares of common stock been issued. The dilutive effect of restricted stock units is reflected in diluted net loss per share by applying the treasury stock method.

The dilutive effect of the Notes (as defined in Note 2) is reflected in net loss per share by application of the “if-converted” method. The “if-converted” method is only assumed in periods where such application would be dilutive. In applying the “if-converted” method for diluted net loss per share, we would assume conversion of the Notes at the respective conversion ratio as further described in Note 14. Assumed converted shares of our common stock are weighted for the period the Notes were outstanding.

The following table presents the reconciliation of the numerator and denominator for calculating net loss per share:


	Three Months Ended June 30,						Nine Months Ended June 30,
in thousands, except per share data	2023			2022			2023			2022

Numerator:
Net loss - basic and diluted	$	(16,455	)	$	(99,267	)	$	(44,702	)	$	(80,699	)

Denominator:
Weighted average common shares outstanding - basic and diluted		40,324			39,313			40,167			39,113

Net loss per common share:
Basic and diluted	$	(0.41	)	$	(2.53	)	$	(1.11	)	$	(2.06	)

We exclude weighted-average potential shares from the calculations of diluted net loss per share during the applicable periods when their inclusion is anti-dilutive. The following table sets forth potential shares that were considered anti-dilutive during the three and nine months ended June 30, 2023 and 2022.


	Three Months Ended June 30,				Nine Months Ended June 30,
in thousands	2023		2022		2023		2022
Restricted stock unit awards		669		-		126		369
Contingently issuable stock awards		32		-		71		-
Conversion option of our Notes		4,780		4,677		4,711		4,677

Note 5. 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 fair value measurements for assets and liabilities 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 in pricing the asset or liability.

The classification of a financial asset or liability within the hierarchy is based upon the lowest level input that is significant to the fair value measurement as of the measurement date as follows:

•

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

•

Level 2 - Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the assets or liabilities.

•

Level 3 - Unobservable inputs that are supported by little or no market activity.

The following table presents information about our financial assets that are measured at fair value and indicates the fair value hierarchy of the valuation inputs used (dollars in thousands) as of:


	June 30, 2023
	Fair Value		Cash and Cash Equivalents		Marketable Securities
Level 1:
Money market funds $46,404 at cost (a)	$	46,404	$	46,404	$	-
Government securities $4,886 at cost (b)		4,817		-		4,817
Level 2:
Government securities $7,134 at cost (b)		7,082		-		7,082
Time deposits, $5,727 at cost (a)		5,727		5,727		-
Commercial paper, $5,957 at cost (b)		5,955		-		5,955
Corporate bonds, $12,184 at cost (b)		12,057		-		12,057
Debt securities, $2,000 at cost (c)		2,695		-		-
Total assets	$	84,737	$	52,131	$	29,911


	September 30, 2022
	Fair Value		Cash and Cash Equivalents		Marketable Securities
Level 1:
Money market funds $59,146 at cost (a)	$	59,138	$	59,138	$	-
Government securities $4,976 at cost (b)		4,892		-		4,892
Level 2:
Government securities $2,377 at cost (b)		2,361		-		2,361
Time deposits, $1,472 at cost (a)		1,472		1,472		-
Commercial paper, $7,648 at cost (b)		7,647		-		7,647
Corporate bonds, $17,328 at cost (b)		17,001		-		17,001
Debt securities, $2,000 at cost (c)		2,000		-		-
Total assets	$	94,511	$	60,610	$	31,901

(a)

Money market funds and other highly liquid investments with original maturities of 90 days or less are included within Cash and cash equivalents in the Condensed Consolidated Balance Sheets.

(b)

Government securities, commercial paper and corporate bonds with original maturities greater than 90 days are included within Marketable securities in the Condensed Consolidated Balance Sheets and classified as current or noncurrent based upon whether the maturity of the financial asset is less than or greater than 12 months.

(c)

Debt securities are included within Prepaid and other current assets and Other assets in the Condensed Consolidated Balance Sheets and classified as current or noncurrent based upon whether the maturity of the financial asset is less than or greater than 12 months. During the second quarter of fiscal year 2023, we obtained debt securities in a privately held company as part of a non-cash transaction.

During the three and nine months ended June 30, 2023, we recorded unrealized (losses) gains related to our marketable securities of ($0.1) million and $0.2 million, respectively, within Accumulated other comprehensive loss. During the three months ended June 30, 2022, unrealized losses related to our marketable securities were immaterial. During the nine months ended June 30, 2022, we recorded unrealized losses related to our marketable securities of $0.2 million within Accumulated other comprehensive loss.

The carrying amounts of certain financial instruments, including cash held in banks, accounts receivable, and accounts payable, approximate fair value due to their short-term maturities and are excluded from the fair value tables above.

Derivative financial instruments are recognized at fair value and are classified within Level 2 of the fair value hierarchy. See Note 6 – Derivative Financial Instruments for additional details.

Long-term debt

The estimated fair value of our Long-term debt is determined by Level 2 inputs and is based on observable market data including prices for similar instruments. As of June 30, 2023 and September 30, 2022, the estimated fair value of our Notes was $283.2 million and $155.3 million, respectively. The Notes are recorded at face value less transaction costs on our Condensed Consolidated Balance Sheets. The carrying amount of the Senior Credit Facilities (as defined in Note 14) approximates fair value given the underlying interest rate applied to such amounts outstanding is currently set to the prevailing market rate.

Equity securities

During the second quarter of fiscal year 2023, we obtained equity securities in a privately held company as part of a non-cash transaction. These equity securities are recognized at fair value and are classified within Level 2 of the fair value hierarchy.

We have non-controlling equity investments in privately held companies. We evaluated the equity investments under the voting model and concluded consolidation was not applicable. We accounted for the investments by electing the measurement alternative for investments without readily determinable fair values and for which we do not have the ability to exercise significant influence. The non-marketable equity securities are carried at cost less any impairment, plus or minus adjustments resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer, which is recorded within the Condensed Consolidated Statements of Operations.

Investments without readily determinable fair values were $3.1 million as of June 30, 2023 and September 30, 2022. The investments are included within Other assets on the Condensed Consolidated Balance Sheets. There have been no adjustments to the carrying value of the investments resulting from impairments or observable price changes.

Note 6. Derivative Financial Instruments

We operate internationally and, in the normal course of business, are exposed to fluctuations in foreign currency exchange rates related to third-party vendor and intercompany payments for goods and services within our non-U.S. subsidiaries. We use foreign exchange forward contracts that are not designated as hedges to manage currency risk. The contracts can have maturities up to three years. As of June 30, 2023 and September 30, 2022, the total notional amount of forward contracts was $106.2 million and $63.3 million, respectively. As of June 30, 2023 and September 30, 2022, the weighted-average remaining maturity of these instruments was approximately 11.7 and 10.5 months, respectively.

The following table summarizes the fair value and presentation in the Condensed Consolidated Balance Sheet for derivative instruments as of June 30, 2023 and September 30, 2022 (dollars in thousands):


		Fair Value
Derivatives not designated as hedges	Classification	June 30, 2023		September 30, 2022
Foreign currency forward contracts	Prepaid expenses and other current assets	$	533	$	1,627
Foreign currency forward contracts	Other assets		236		660
Foreign currency forward contracts	Accrued expenses and other current liabilities		1,852		1,812
Foreign currency forward contracts	Other liabilities		680		711

The following tables display a summary of the (loss) income related to foreign currency forward contracts for the three and nine months ended June 30, 2023 and 2022 (dollars in thousand):


		(Loss) income recognized in earnings
		Three Months Ended June 30,					Nine Months Ended June 30,
Derivatives not designated as hedges	Classification	2023			2022		2023			2022
Foreign currency forward contracts	Other income (expense), net	$	(798	)	$	272	$	(2,564	)	$	2,736

Note 7. Goodwill and Other Intangible Assets

(a) Goodwill

We believe our Chief Executive Officer (“CEO”) is our chief operating decision maker (“CODM”). Our CEO approves all major decisions, including reorganizations and new business initiatives. Our CODM reviews routine consolidated operating

information and makes decisions on the allocation of resources at this level, as such, we have concluded that we have one operating segment.

All goodwill is assigned to one or more reporting units. A reporting unit represents an operating segment or a component within an operating segment for which discrete financial information is available and is regularly reviewed by segment management for performance assessment and resource allocation. Upon consideration of our components, we have concluded that our goodwill is associated with one reporting unit.

On June 30, 2023, we concluded that no goodwill impairment indicators were present.

The changes in the carrying amount of goodwill for the nine months ended June 30, 2023 are as follows (dollars in thousands):


	Total
Balance as of September 30, 2022	$	890,802
Effect of foreign currency translation		14,108
Balance as of June 30, 2023	$	904,910

(b) Intangible Assets, Net

The following tables summarizes the gross carrying amounts and accumulated amortization of intangible assets by major class (dollars in thousands):


	June 30, 2023
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted Average Remaining Life (Years)
Customer relationships	$	107,715	$	(103,278	)	$	4,437		1.7
Technology and patents		89,848		(89,641	)		207		0.5
Total	$	197,563	$	(192,919	)	$	4,644


	September 30, 2022
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted Average Remaining Life (Years)
Customer relationships	$	104,498	$	(95,315	)	$	9,183		1.7
Technology and patents		88,600		(88,083	)		517		1.2
Total	$	193,098	$	(183,398	)	$	9,700

Amortization expense related to intangible assets in the aggregate was $0.6 million and $2.9 million for the three months ended June 30, 2023 and 2022, respectively, and $5.6 million and 12.0 million for the nine months ended June 30, 2023 and 2022, respectively. We expect amortization of intangible assets to be approximately $0.6 million for the remainder of fiscal year 2023.

Note 8. Leases

We have entered into a number of facility and equipment leases which qualify as operating leases under GAAP. We also have a limited number of equipment leases that qualify as finance leases. We determine if contracts with vendors represent a lease or have a lease component under GAAP at contract inception. Our leases have remaining terms ranging from less than one year to five years. Some of our leases include options to extend or terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise such options.

Operating lease right of use assets and liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the lease commencement date. As our leases generally do not provide an implicit rate, we use an estimated incremental borrowing rate in determining the present value of future payments. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease within a particular location and currency environment.

The following table presents certain information related to lease term and incremental borrowing rates for leases as of June 30, 2023 and September 30, 2022:


	June 30, 2023			September 30, 2022
Weighted-average remaining lease term (in months):
Operating leases		38.8			46.5
Finance leases		27.6			35.6
Weighted-average discount rate:
Operating leases		5.2	%		3.7	%
Finance leases		4.4	%		4.4	%

Lease costs for minimum lease payments is recognized on a straight-line basis over the lease term. For operating leases, costs are included within Cost of revenues, Research and development, Sales and marketing, and General and administrative lines on the Condensed Consolidated Statements of Operations. For financing leases, amortization of the finance right of use assets is included within Research and development, Sales and marketing, and General and administrative lines on the Condensed Consolidated Statements of Operations, and interest expense is included within Interest expense.

The following table presents lease expense for the three and nine months ended June 30, 2023 and 2022 (dollars in thousands):


	Three Months Ended June 30,						Nine Months Ended June 30,
	2023			2022			2023			2022
Finance lease costs:
Amortization of right of use asset	$	108		$	109		$	324		$	327
Interest on lease liability		9			12			29			39
Operating lease cost		1,594			1,677			4,925			5,184
Variable lease cost		749			843			2,248			2,532
Sublease income		(48	)		(46	)		(141	)		(141	)
Total lease cost	$	2,412		$	2,595		$	7,385		$	7,941

For operating leases, the related cash payments are included in the operating cash flows on the Condensed Consolidated Statements of Cash Flows. For the three months ended June 30, 2023 and 2022, cash payments related to operating leases were $1.7 million and $1.6 million, respectively, and $5.1 million and $5.0 million for the nine months ended June 30, 2023 and 2022, respectively. For financing leases, the related cash payments for the principal portion of the lease liability are included in the financing cash flows on the Condensed Consolidated Statement of Cash Flows and the related cash payments for the interest portion of the lease liability are included within the operating section of the Condensed Consolidated Statement of Cash Flows. For the three months ended June 30, 2023 and 2022, cash payments related to financing leases were immaterial. For the nine months ended June 30, 2023 and 2022, cash payments related to financing leases were $0.3 million, of which an immaterial amount related to the interest portion of the lease liability. For the three months ended June 30, 2023 and 2022, right of use assets obtained in exchange for lease obligations were $(0.2) million and $0.3 million, respectively, and $2.7 million and $7.3 million for the nine months ended June 30, 2023 and 2022.

The table below reconciles the undiscounted future minimum lease payments under non-cancelable leases to the total lease liabilities recognized on the Condensed Consolidated Balance Sheet as of June 30, 2023 (dollars in thousands):


Year Ending September 30,	Operating Leases			Financing Leases			Total
2023	$	1,510		$	104		$	1,614
2024		6,059			417			6,476
2025		4,138			362			4,500
2026		2,039			53			2,092
2027		1,562			—			1,562
Thereafter		826			—			826
Total future minimum lease payments	$	16,134		$	936		$	17,070
Less effects of discounting		(1,299	)		(36	)		(1,335	)
Total lease liabilities	$	14,835		$	900		$	15,735
Reported as of June 30, 2023
Short-term lease liabilities	$	5,505		$	392		$	5,897
Long-term lease liabilities		9,330			508			9,838
Total lease liabilities	$	14,835		$	900		$	15,735

Note 9. Accrued Expenses and Other Liabilities

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


	June 30, 2023		September 30, 2022

Compensation	$	22,046	$	19,710
Sales and other taxes payable		8,928		4,598
Professional fees		4,300		3,866
Cost of revenue related liabilities		3,941		4,257
Interest payable		350		1,828
Other		7,237		13,731
Total	$	46,802	$	47,990

Note 10. Restructuring and Other Costs, Net

Restructuring and other costs, net includes restructuring expenses as well as 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 sets forth accrual activity relating to restructuring reserves for the nine months ended June 30, 2023 (dollars in thousands):


	Personnel			Facilities			Restructuring Subtotal			Other			Total
Balance at September 30, 2022	$	1,277		$	1,600		$	2,877		$	2,277		$	5,154
Restructuring and other costs, net		7,423			310			7,733			3,342			11,075
Non-cash adjustments		—			(314	)		(314	)		3,300			2,986
Cash payments		(7,549	)		(427	)		(7,976	)		(8,646	)		(16,622	)
Effect of foreign currency translation		(6	)		26			20			—			20
Balance at June 30, 2023	$	1,145		$	1,195		$	2,340		$	273		$	2,613

The following table sets forth restructuring and other costs, net recognized for the three and nine months ended June 30, 2023 and 2022 (dollars in thousands):


	Three Months Ended June 30,						Nine Months Ended June 30,
	2023			2022			2023		2022

Personnel	$	1,003		$	1,278		$	7,423	$	1,528
Facilities		(33	)		154			310		521
Restructuring subtotal		970			1,432			7,733		2,049
Other		202			(235	)		3,342		4,537
Restructuring and other costs, net	$	1,172		$	1,197		$	11,075	$	6,586

Fiscal Year 2023

For the three months ended June 30, 2023, we recorded restructuring and other costs, net of $1.2 million which included a $1.0 million severance charge related to the elimination of personnel, $3.5 million of third-party fees relating to the modification of the 2025 Notes offset by a $3.3 million other one-time gain.

For the nine months ended June 30, 2023, we recorded restructuring and other costs, net of $11.1 million, which included a $7.4 million severance charge related to the elimination of personnel, $3.5 million of third-party fees relating to the modification of the 2025 Notes, a $0.3 million charge resulting from the closure of facilities that will no longer be utilized, offset by a $3.3 million other one-time gain.

Fiscal Year 2022

For the three months ended June 30, 2022, we recorded restructuring and other charges, net of $1.2 million, which included $1.3 million severance charge related to the elimination of personnel, a $0.2 million charge resulting from the closure of facilities that will no longer be utilized, and $0.2 million related to other one-time gains.

For the nine months ended June 30, 2022, we recorded restructuring and other charges, net of $6.6 million, which included $4.0 million, net of $5.0 million in forfeitures, in stock-based compensation due to the resignation of our former CEO and the resulting modification of certain stock-based awards, $1.5 million severance charge related to the elimination of personnel, and a $0.5 million charge resulting from the closure of facilities that will no longer be utilized.

Note 11. Stockholders’ Equity

On October 2, 2019, we registered the issuance of 6,350,000 shares of Common Stock, par value $0.01 per share (“Common Stock”), consisting of 5,300,000 shares of Common Stock reserved for issuance upon the exercise of options granted, or in respect of awards granted, under the Cerence 2019 Equity Incentive Plan (“Equity Incentive Plan”), and 1,050,000 shares of Common Stock that are reserved for issuance under the Cerence 2019 Employee Stock Purchase Plan. The Equity Incentive Plan provides for the grant of incentive stock options, stock awards, stock units, stock appreciation rights, and certain other stock-based awards. The shares available for issuance will automatically increase on January 1st of each year, by the lesser of (A) 3% of the number of shares of Common Stock outstanding as of the close of business on the immediately preceding December 31st; and (B) the number of shares of Common Stock determined by the Board on or prior to such date for such year.

Restricted Units

Information with respect to our non-vested restricted stock units for the nine months ended June 30, 2023 was as follows:


	Non-Vested Restricted Stock Units
	Time-Based Shares			Performance- Based Shares			Total Shares			Weighted- Average Grant-Date Fair Value		Weighted- Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (in thousands)
Non-vested at September 30, 2022	$	996,016		$	434,995		$	1,431,011			62.49
Granted	$	2,541,420		$	1,343,484		$	3,884,904			19.96
Vested	$	(836,004	)	$	(79,986	)	$	(915,990	)		57.89
Forfeited	$	(313,943	)	$	(497,660	)	$	(811,603	)		42.13
Non-vested at June 30, 2023	$	2,387,489		$	1,200,833		$	3,588,322			32.73
Expected to vest							$	3,588,322			32.73		1.42		104,851

Stock-based Compensation

Stock-based compensation was included in the following captions in our Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2023 and 2022 (in thousands):


	Three Months Ended June 30,					Nine Months Ended June 30,
	2023			2022		2023		2022
Cost of connected services	$	(42	)	$	97	$	329	$	440
Cost of professional services		205			625		2,370		2,944
Research and development		3,477			2,531		12,019		8,672
Sales and marketing		(438	)		1,239		2,744		2,083
General and administrative		3,772			1,761		14,339		4,881
Restructuring and other costs, net		—			—		—		4,000
	$	6,974		$	6,253	$	31,801	$	23,020

During the nine months ended June 30, 2022, we recorded $4.0 million, net of $5.0 million in forfeitures, in stock-based compensation due to the resignation of our former CEO and the resulting modification of certain stock-based awards in Restructuring and other costs, net. We recorded $2.4 million, net of $0.2 million in forfeitures, in stock-based compensation due to the retirement of our former Chief Financial Officer and resignation of our former General Counsel and the resulting modification of certain stock-based awards.

Note 12. 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 at times 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 estimates are based only on the best information available at the time. Due to the inherent uncertainties involved in claims and legal proceedings and in estimating 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 of June 30, 2023, 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.

City of Miami Fire Fighters' and Police Officers' Retirement Trust Action

On February 25, 2022, a purported shareholder class action captioned as City Of Miami Fire Fighters’ And Police Officers’ Retirement Trust v. Cerence Inc. et al. (the "Securities Action") was filed in the United States District Court for the District of Massachusetts, naming the Company and two of its former officers as defendants. Following the court's selection of a lead plaintiff and lead counsel, an amended complaint was filed on July 26, 2022. The plaintiff claims to be suing on behalf of anyone who purchased the Company’s common stock between November 16, 2020 and February 4, 2022. The lawsuit alleges that material misrepresentations and/or omissions of material fact regarding the Company’s operations, financial performance and prospects were made in the Company’s public disclosures during the period from November 16, 2020 to February 4, 2022, in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. The plaintiff seeks unspecified monetary damages on behalf of the putative class and an award of costs and expenses, including attorney’s fees. We intend to defend the claims vigorously. Cerence has filed a motion to dismiss, which is fully briefed. Given the uncertainty of litigation, the preliminary stage of the case, and the legal standards that must be met for, among other things, class certification and success on the merits, we cannot estimate the reasonably possible loss or range of loss that may result from this action.

Derivative Actions

On May 10 and 12, 2022, respectively, plaintiffs William Shafer and Peter Morse filed shareholder derivative complaints in the United States District Court for the District of Massachusetts on behalf of Cerence Inc. against defendants (and former officers) Sanjay Dwahan and Mark J. Gallenberger as well as board members Arun Sarin, Thomas Beaudoin, Marianne Budnik, Sanjay Jha, Kristi Ann Matus, Alfred Nietzel and current CEO and board member Stefan Ortmanns. These actions contain substantially similar factual and legal contentions and, as such, on June 13, 2022, at the parties' request, the court consolidated these derivative actions into a single action (the "Consolidated Derivative Action") and appointed Co-Lead Counsel for plaintiffs. In addition, the parties agreed to stay the Consolidated Derivative Action pending a ruling on the motion to dismiss in the Securities Action, and the court has ordered that stay.

On October 19, 2022, plaintiff Melinda Hipp filed a shareholder derivative complaint in the Delaware Court of Chancery on behalf of Cerence Inc. against the defendants named in the Consolidated Derivative Action and board member Douglas Davis. This complaint makes factual and legal contentions substantially similar to those made in the Consolidated Derivative Actions. This case has been stayed pending a ruling on the motion to dismiss in the Securities Action.

Given the uncertainty of litigation, the preliminary stage of the cases, and the legal standards that must be met for, among other things, derivative standing and success on the merits, we cannot estimate the reasonably possible loss or range of loss that may result from these derivative action

A.P, a minor, by and through her guardian, Carlos Pena and Carlos Pena Action

On March 24, 2023, plaintiffs A.P., a minor, by and through her guardian, Carlos Pena, and Carlos Pena, each individually and on behalf of similarly situated individuals filed a purported class action lawsuit in the Circuit Court of Cook County, Illinois, Chancery Division. The case caption is Pena v. Cerence Inc., Case. No. 2023CH02866 (Cir. Ct. Cook Cnty. 2023). Plaintiffs allege that Cerence violated the Illinois Biometric Information Privacy Act (“BIPA”), 740 ILCS 14/1 et seq. through Cerence’s Drive Platform technology, which is integrated in various automobiles. The named plaintiffs allegedly drove or rode in a Volkswagen with Cerence’s Drive Platform technology. Plaintiffs allege that Cerence violated: (1) BIPA Section 15(a) by possessing biometrics without any public written policy for their retention or destruction; (2) BIPA Section 15(b) by collecting, capturing, or obtaining biometrics without written notice or consent; (3) BIPA Section 15(c) by profiting from biometrics obtained from Plaintiffs and putative class members; and (4) BIPA Section 15(d) by disclosing biometrics to third party companies without consent. Plaintiffs are seeking statutory damages of $5,000 for each willful and/or reckless violation of BIPA and, alternatively, damages of $1,000 for each negligent violation of BIPA. Given the uncertainty of litigation, the preliminary stage of the case, and the legal standards that must be met for, among other things, class certification and success on the merits, we cannot estimate the reasonably possible loss or range of loss that may result from this action.

Guarantees and Other

We include indemnification provisions in the contracts we enter 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.

As of June 30, 2023, we have a $0.9 million letter of credit that is used as a security deposit in connection with our leased Bellevue, Washington office space. In the event of default on the underlying lease, the landlord would be eligible to draw against the letter of credit. The letter of credit is subject to aggregate reductions, provided that we are not in default under the underlying lease. We also have letters of credit in connection with security deposits for other facility leases totaling $0.5 million in the aggregate. These letters of credit have various terms and expire during fiscal year 2024 and beyond, while some of the letters of credit may automatically renew based on the terms of the underlying agreements.

Note 13. Income Taxes

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


	Three Months Ended June 30,						Nine Months Ended June 30,
	2023			2022			2023			2022

Domestic	$	(9,497	)	$	38,167		$	(19,363	)	$	52,366
Foreign		(3,947	)		(26,440	)		(17,372	)		(18,327	)
(Loss) income before income taxes	$	(13,444	)	$	11,727		$	(36,735	)	$	34,039

The components of the provision for income taxes are as follows (dollars in thousands):


	Three Months Ended June 30,						Nine Months Ended June 30,
	2023			2022			2023			2022

Domestic	$	699		$	(4,807	)	$	1,068		$	(3,137	)
Foreign		2,312			115,801			6,899			117,875
Provision for income taxes	$	3,011		$	110,994		$	7,967		$	114,738
Effective income tax rate		(22.4	)%		946.5	%		(21.7	)%		337.1	%

The effective tax rates for the periods presented are based upon estimated income for the fiscal year and the statutory tax rates enacted in the jurisdictions in which we operate. For all periods presented, the effective tax rate differs from the 21.0% statutory U.S. tax rate due to the impact of the nondeductible stock-based compensation and our mix of jurisdictional earnings and related differences in foreign statutory tax rates.

Our effective tax rate for the three months ended June 30, 2023 was negative 22.4% compared to 946.5% for the three months ended June 30, 2022. Consequently, our provision for income taxes for the three months ended June 30, 2023 was $3.0 million, a net change of $108.0 million from a provision for income taxes of $111.0 million for the three months ended June 30, 2022. This difference was primarily attributable to the establishment of a valuation allowance in a foreign jurisdiction during the three months ended June 30, 2022 in the amount of $107.6 million as discussed below.

Our effective tax rate for the nine months ended June 30, 2023 was negative 21.7% compared to 337.1% for the nine months ended June 30, 2022. Consequently, our provision for income taxes for the nine months ended June 30, 2023 was $8.0 million, a net change of $106.7 million from a provision for income taxes of $114.7 million for the nine months ended June 30, 2022. This difference was primarily attributable to the establishment of a valuation allowance in a foreign jurisdiction during the three months ended June 30, 2022 in the amount of $107.6 million as discussed below.

Starting with fiscal year 2023, the Tax Cuts and Jobs Act of 2017 eliminated the option to deduct research and development expenditures in the current year. It requires us to amortize U.S. expenses over five years and foreign expenses over 15 years. The change in deductibility of the foreign research and development expenditures increases our tested income included in the Global Intangible Low Tax Income (“GILTI”). This led to an increase in our overall effective tax rate for the three and nine months ended June 30, 2023.

Deferred tax assets and liabilities are measured using the statutory tax rates and laws expected to apply to taxable income in the years in which the temporary differences are expected to reverse. Valuation allowances are provided against net deferred tax assets if, based upon all available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the timing of the temporary differences becoming deductible. Management considers, among other available information, scheduled reversals of deferred tax liabilities, projected future taxable income, limitations of availability of net operating loss carryforwards, and other matters in making this assessment.

During the third quarter of fiscal year 2022, we established a valuation allowance of $107.6 million against our deferred tax assets in the Netherlands, which consists of tax amortizable intellectual property and net operating loss carryforwards. We determined we had new evidence, based on updates to transfer pricing arrangements and changes to the earnings guidance for fiscal year 2022. We will continue to maintain a valuation allowance against our Netherlands deferred tax assets until we believe it is more likely than not that these assets will be realized. If sufficient positive evidence arises in the future indicating that all or a portion of the deferred tax assets meet the more likely than not standard, the valuation allowance would be reversed accordingly in the period that such determination is made.

Note 14. Long-Term Debt

Long-term debt consisted of the following (in thousands):


June 30, 2023
Description	Maturity Date	Convertible Debt Coupon Rate	Effective Interest Rate	Principal		Unamortized Discount			Deferred Issuance Costs			Carrying Value
2025 Modified Notes	6/1/2025	3.00%	3.35%	$	87,500	$	-		$	(1,135	)	$	86,365
2025 Modified Notes	7/1/2028	1.50%	5.77%		87,500		(4,042	)		(15,433	)		68,025
2028 Notes	7/1/2028	1.50%	3.94%		102,500		-			(2,188	)		100,312
Senior Credit Facility	4/1/2025	N/A	8.18%		24,700		-			-			24,700
Total debt				$	302,200	$	(4,042	)	$	(18,756	)		279,402
Less: current portion of long-term debt													(24,700	)
Total long-term debt												$	254,702


September 30, 2022
Description	Maturity Date	Convertible Debt Coupon Rate	Effective Interest Rate	Principal		Unamortized Discount			Deferred Issuance Costs			Carrying Value
2025 Notes	6/1/2025	3.00%	6.29%	$	175,000	$	(11,264	)	$	(2,832	)	$	160,904
Senior Credit Facility	4/1/2025	N/A	5.37%		110,938		(1,310	)		(158	)		109,470
Total debt				$	285,938	$	(12,574	)	$	(2,990	)		270,374
Less: current portion of long-term debt													(10,938	)
Total long-term debt												$	259,436

The following table summarizes the maturities of our borrowing obligations as of June 30, 2023 (in thousands):


Fiscal Year	2028 Notes			2025 Modified Notes			Senior Facilities			Total
2023	$	—		$	—		$	24,700		$	24,700
2024		—			—			—			—
2025		—			87,500			—			87,500
2026		—			—			—			—
2027		—			—			—			—
Thereafter		102,500			87,500			—			190,000
Total before unamortized discount and issuance costs and current portion	$	102,500		$	175,000		$	24,700		$	302,200
Less: unamortized discount and issuance costs		(2,188	)		(20,610	)		—			(22,798	)
Less: current portion of long-term debt		—			—			(24,700	)		(24,700	)
Total long-term debt	$	100,312		$	154,390		$	—		$	254,702

1.50% Senior Convertible Notes due 2028

On June 26, 2023, we issued $190.0 million in aggregate principal amount of 1.50% Convertible Senior Notes due 2028 (the “2028 Notes”), which are governed by an indenture (the "2028 Indenture"), between us and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. On July 3, 2023, we issued an additional $20.0 million in aggregate principal amount of 2028 Notes. As of June 30, 2023, the initial net proceeds from the issuance of the 2028 Notes were $173.6 million after deducting transaction costs.

The 2028 Notes are senior, unsecured obligations and accrue interest payable semiannually in arrears on January 1 and July 1 of each year at a rate of 1.50% per year. The 2028 Notes will mature on July 1, 2028, unless earlier converted, redeemed, or repurchased. The 2028 Notes are convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election.

A holder of 2028 Notes may convert all or any portion of its 2028 Notes at its option at any time prior to the close of business on the business day immediately preceding April 3, 2028 only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on September 30, 2023 (and only during such fiscal quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the 2028 Indenture) per $1,000 principal amount of 2028 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (3) if we call such 2028 Notes for redemption, at any time prior to the close of business on the business day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after April 3, 2028 until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert all or any portion of its 2028 Notes at any time, regardless of the foregoing circumstances.

The conversion rate is 24.5586 shares of our common stock per $1,000 principal amount of 2028 Notes (equivalent to an initial conversion price of approximately $40.72 per share of our common stock). The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 2028 Notes in connection with such a corporate event or convert its 2028 Notes called for redemption in connection with such notice of redemption, as the case may be.

We may not redeem the 2028 Notes prior to July 6, 2026. We may redeem for cash all or any portion of the 2028 Notes (subject to certain limitations), at our option, on a redemption date occurring on or after July 6, 2026 and on or before the 31st scheduled trading day immediately before the maturity date, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 2028 Notes.

If we undergo a “fundamental change”, subject to certain conditions, holders may require us to repurchase for cash all or any portion of their 2028 Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 2028 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The 2028 Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the holders of not less than 25% in aggregate principal amount of the 2028 Notes then outstanding may declare the entire principal amount of all the 2028 Notes plus accrued special interest, if any, to be immediately due and payable.

In connection with the offering of the 2028 Notes, we repurchased $87.5 million in aggregate principal amount of the 2025 Notes in a privately negotiated transaction. We specifically negotiated the repurchase of the 2025 Notes with investors who concurrently purchased the 2028 Notes. We evaluated the transaction to determine whether the exchange should be accounted for as a modification or extinguishment under the provisions of ASC 470-50, which allows for an exchange of debt instruments between the same debtor and creditor to be accounted for as a modification so long as the instruments do not have substantially different terms. Because the concurrent redemption of the 2025 Notes and a portion of issuance of the 2028 Notes were executed with the same investors, we evaluated the transaction as a debt modification, on a creditor by creditor basis. The repurchase of the 2025 Notes and issuance of the 2028 Notes were deemed to not have substantially different terms on the basis that (1) the present value of the cash flows under the terms of the new debt instrument were less than 10% different from the present value of the remaining cash flows under the terms of the original instrument and (2) the fair value of the conversion feature did not change by more than 10% of the carrying value of the 2025 Notes, and therefore, the repurchase of the 2025 Notes was accounted for as a debt modification.

As a result, $87.5 million of the 2028 Notes are considered a modification of the 2025 Notes and are included in the balances of the 2025 Notes along with the remaining $87.5 million of the 2025 Notes (together the "2025 Modified Notes") that were not repurchased as part of the transaction. We recorded $14.3 million of fees paid directly to the lenders as deferred debt issuance costs, and $3.5 million of fees paid to third-parties were expensed in the period. As of June 30, 2023, the carrying amount of the 2025 Modified Notes was $154.4 million, net of unamortized costs of $20.6 million.

If a convertible debt instrument is modified or exchanged in a transaction that is not accounted for as an extinguishment, an increase in the fair value of the embedded conversion option shall reduce the carrying amount of the debt instrument with a corresponding increase in Additional paid-in capital. We recognized the increase in the fair value of the embedded conversion feature of $4.1 million as Additional paid-in capital and an equivalent discount that reduced the carrying value of the 2025 Modified Notes.

We accounted for $102.5 million of the 2028 Notes, that were not negotiated with the investors of the 2025 Notes, as a single liability. We incurred transaction costs of $2.2 million relating to the issuance of the 2028 Notes, which were recorded as a direct deduction from the face amount of the 2028 Notes and are being amortized as interest expense over the term of the 2028 Notes using the interest method. As of June 30, 2023, the carrying amount of the 2028 Notes was $100.3 million and unamortized issuance costs of $2.2 million. As of June 30, 2023, the 2028 Notes were not convertible. As of June 30, 2023, the if-converted value of the 2028 Notes was $28.9 million less than its principal amount.

3.00% Senior Convertible Notes due 2025

On June 2, 2020, we issued $175.0 million in aggregate principal amount of 3.00% Convertible Senior Notes due 2025 (the “2025 Notes”), including the initial purchasers’ exercise in full of their option to purchase $25.0 million principal amount of the 2025 Notes, which are governed by an indenture (the "2025 Indenture"), between us and the Trustee, in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The net proceeds from the issuance of the 2025 Notes were $169.8 million after deducting transaction costs.

The 2025 Notes are senior, unsecured obligations and accrue interest payable semiannually in arrears on June 1 and December 1 of each year at a rate of 3.00% per year. The 2025 Notes will mature on June 1, 2025, unless earlier converted, redeemed, or repurchased. The 2025 Notes are convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. As of June 30, 2023, the if-converted value of the 2025 Modified Notes was $43.8 million less than its principal amount.

A holder of 2025 Notes may convert all or any portion of its 2025 Notes at its option at any time prior to the close of business on the business day immediately preceding March 1, 2025 only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on September 30, 2020 (and only during such fiscal quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the 2025 Indenture) per $1,000 principal amount of 2025 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (3) if we call such 2025 Notes for redemption, at any time prior to the close of business on the business day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after March 1, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert all or any portion of its 2025 Notes at any time, regardless of the foregoing circumstances.

events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 2025 Notes in connection with such a corporate event or convert its 2025 Notes called for redemption in connection with such notice of redemption, as the case may be.

We may not redeem the 2025 Notes prior to June 5, 2023. We may redeem for cash all or any portion of the 2025 Notes, at our option, on a redemption date occurring on or after June 5, 2023 and on or before the 31st scheduled trading day immediately before the maturity date, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 2025 Notes.

On October 1, 2022, we adopted ASU 2020-06 based on a modified retrospective transition method. No prior-period information has been retrospectively adjusted. After the adoption of ASU 2020-06, the 2025 Notes are no longer bifurcated into a separate liability and equity component. The 2025 Notes are accounted for as a single liability. The issuance costs related to the 2025 Notes are being amortized to interest expense over the contractual term. Refer to Note 2 - Significant Accounting Policies for the impact of our adoption. As of June 30, 2023 and September 30, 2022, the carrying amount of the equity component, net of taxes and transaction costs, was $0 and $14.4 million, respectively.

See "1.50% Senior Convertible Notes due 2028" section above for discussion on modification of the 2025 Notes as part of the offering of the 2028 Notes.

The interest expense recognized related to the Notes for the three and nine months ended June 30, 2023 and 2022 was as follows (dollars in thousands):


	Three Months Ended June 30,				Nine Months Ended June 30,
	2023		2022		2023		2022
Contractual interest expense	$	1,315	$	1,308	$	3,931	$	3,924
Amortization of debt discount		11		943		11		2,786
Amortization of issuance costs		346		237		902		700
Total interest expense related to the Notes	$	1,672	$	2,488	$	4,844	$	7,410

The conditional conversion feature of the Notes was not triggered during the three and nine months ended June 30, 2023. As of June 30, 2023, the Notes were not convertible. As of this Quarterly Report, no Notes have been converted by the holders. Whether any of the Notes will be convertible in future quarters will depend on the satisfaction of one or more of the conversion conditions in the future. If one or more holders elect to convert their Notes at a time when any such Notes are convertible, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity.

Senior Credit Facilities

On June 12, 2020 (the “Financing Closing Date”), we entered into a Credit Agreement, by and among the Borrower, the lenders and issuing banks party thereto and Wells Fargo Bank, N.A., as administrative agent (the “Credit Agreement”), consisting of a four-year senior secured term loan facility in the aggregate principal amount of $125.0 million (the “Term Loan Facility”). The net proceeds from the issuance of the Term Loan Facility were $123.0 million. We also entered into a senior secured first-lien revolving credit facility in an aggregate principal amount of $50.0 million (the “Revolving Facility” and, together with the Term Loan Facility, the “Senior Credit Facilities”), which may be drawn on in the event that our working capital and other cash needs are not supported by our operating cash flow.

On December 17, 2020 (the “Amendment No. 1 Effective Date”), we entered into Amendment No. 1 to the Credit Agreement (“Amendment No. 1"). Amendment No. 1 extended the scheduled maturity date of the revolving credit and term facilities from June 12, 2024 to April 1, 2025.

Amendment No. 1 revised certain interest rates in the Credit Agreement. Following delivery of a compliance certificate for the first full fiscal quarter after the Amendment No. 1 Effective Date, the applicable margins for the revolving credit and term facilities is subject to a pricing grid based upon the net total leverage ratio as follows (i) if the net total leverage ratio is greater than 3.00 to 1.00, the applicable margin is LIBOR plus 3.00% or ABR plus 2.00%; (ii) if the net total leverage ratio is less than or equal to 3.00 to 1.00 but greater than 2.50 to 1.00, the applicable margin is LIBOR plus 2.75% or ABR plus 1.75%; (iii) if the net total leverage ratio is less than or equal to 2.50 to 1.00 but greater than 2.00 to 1.00, the applicable margin is LIBOR plus 2.50% or ABR plus 1.50%; (iv) if the net total leverage ratio is less than or equal to 2.00 to 1.00 but greater than 1.50 to 1.00, the applicable margin is LIBOR plus 2.25% or ABR plus 1.25%; and (v) if the net total leverage ratio is less than or equal to 1.50 to 1.00, the applicable margin is LIBOR plus 2.20% or ABR plus 1.00%. As a result of Amendment No. 1, the applicable LIBOR floor was reduced from 0.50% to 0.00%.

In addition, the quarterly commitment fee required to be paid based on the unused portion of the revolving facility is subject to a pricing grid based upon the net total leverage ratio as follows (i) if the net total leverage ratio is greater than 3.00 to 1.00, the unused line fee is 0.500%; (ii) if the net total leverage ratio is less than or equal to 3.00 to 1.00 but greater than 2.50 to 1.00, the unused line fee is 0.450%; (iii) if the net total leverage ratio is less than or equal to 2.50 to 1.00 but greater than 2.00 to 1.00, the unused line fee is 0.400%; (iv) if the net total leverage ratio is less than or equal to 2.00 to 1.00 but greater than 1.50 to 1.00, the unused line fee is 0.350%; and (v) if the net total leverage ratio is less than or equal to 1.50 to 1.00, the unused line fee is 0.300%.

Through the fiscal quarter ending December 31, 2022, we are obligated to make quarterly principal payments in an aggregate amount equal to 1.25% of the original principal amount of the Term Loan Facility. From the fiscal quarter ending March 31, 2023 and for each fiscal quarter thereafter, we are obligated to make quarterly principal payments in an aggregate amount equal to 2.50% of the original principal amount of the Term Loan Facility, with the balance payable at the maturity date thereof.

The Credit Agreement contains certain affirmative and negative covenants customary for financings of this type that, among other things, limit our and our subsidiaries’ ability to incur additional indebtedness or liens, to dispose of assets, to make certain fundamental changes, to designate subsidiaries as unrestricted, to make certain investments, to prepay certain indebtedness and to pay dividends, or to make other distributions or redemptions/repurchases, in respect of our and our subsidiaries’ equity interests. In addition, the Credit Agreement contains financial covenants, each tested quarterly, (1) a net secured leverage ratio of not greater than 3.25 to 1.00; (2) a net total leverage ratio of not greater than 4.25 to 1.00; and (3) minimum liquidity of at least $75 million. The Credit Agreement also contains events of default customary for financings of this type, including certain customary change of control events.

On November 22, 2022 (the "Amendment No. 2 Effective Date"), we entered into Amendment No. 2 to the Credit Agreement ("Amendment No. 2"). Amendment No. 2 modified certain financial covenants between the fiscal quarter ended March 31, 2023 to the fiscal quarter ended December 31, 2023 (the "covenant adjustment period"). During the covenant adjustment period, each tested quarterly, we are required to maintain (1) a net secured leveraged ratio of not greater than 4.25 to 1.00; (2) minimum liquidity of at least $125 million; and (3) aggregate capital expenditures less than $7.5 million. The net total leverage ratio will be waived during the covenant adjustment period. At the conclusion of the covenant adjustment period, the original financial covenants will resume. As of June 30, 2023, we were in compliance with all Credit Agreement covenants.

Amendment No. 2 was accounted for a debt modification, and therefore, $0.4 million of the refinancing fees paid directly to the lender were recorded as deferred debt issuance costs, and $0.1 million of the refinance fees paid to third parties were expensed in the period.

Amendment No. 2 revised certain interest rates in the Credit Agreement. The applicable margins for the revolving credit and term facilities is subject to a pricing grid based upon the net total leverage ratio as follows (i) if the net total leverage ratio is greater than 3.00 to 1.00, the applicable margin is SOFR plus 10 basis point credit spread adjustment plus 3.00% or ABR plus 2.00%; (ii) if the net total leverage ratio is less than or equal to 3.00 to 1.00 but greater than 2.50 to 1.00, the applicable margin is SOFR plus 10 basis point credit spread adjustment plus 2.75% or ABR plus 1.75%; (iii) if the net total leverage ratio is less than or equal to 2.50 to 1.00 but greater than 2.00 to 1.00, the applicable margin is SOFR plus 10 basis point credit spread adjustment plus 2.50% or ABR plus 1.50%; (iv) if the net total leverage ratio is less than or equal to 2.00 to 1.00 but greater than 1.50 to 1.00, the applicable margin is SOFR plus 10 basis point credit spread adjustment plus 2.25% or ABR plus 1.25%; and (v) if the net total leverage ratio is less than or equal to 1.50 to 1.00, the applicable margin is SOFR plus 10 basis point credit spread adjustment plus 2.20% or ABR plus 1.00%. During the covenant adjustment period, and until the delivery of a compliance certificate for the first full fiscal quarter after the covenant adjustment period, the applicable margin will be SOFR plus 10 basis point credit spread adjustment plus 3.00% or ABR plus 2.00%.

In connection with the issuance of the 2028 Notes, we borrowed $24.7 million under our Revolving Facility and paid $106.3 million towards our Term Loan Facility. As a result, we recorded $104.9 million extinguishment of debt and $1.3 million loss on the extinguishment of debt. As of June 30, 2023, all principal and interest on the Term Loan Facility have been paid in full. On July 3, 2023, we repaid the outstanding balance on our Revolving Facility.

Total interest expense relating to the Senior Credit Facilities for the three months ended June 30, 2023 and 2022 was $2.4 million and $1.1 million, respectively, and $6.6 million and $2.9 million for the nine months ended June 30, 2023 and 2022, respectively. Amounts reflect the coupon and accretion of the discount.

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

You should read the following discussion and analysis of our financial condition and results of operations together with our Unaudited Condensed Consolidated Financial Statements, and the related notes thereto, appearing elsewhere in this Quarterly Report on Form 10-Q (“Quarterly Report”), and our consolidated financial statements and the related notes and other financial information included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022, filed with the Securities and Exchange Commission (“SEC”) on November 29, 2022. Some of the information contained in this discussion and analysis or elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, our performance and future success, our liquidity and capital resources, the impact of the COVID-19 pandemic on our business, results of operations and financial condition, macroeconomic conditions, the semiconductor shortage, trends in the global auto industry, including shipping and production issues and expected production improvements, and tax estimates and other tax matters, includes forward-looking statements that involve risks and uncertainties. See “Cautionary Statement Concerning Forward-Looking Statements.” You should review the “Risk Factors” section in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 30, 2022, as updated by Part II, Item 1A of this Quarterly Report, for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Note that the results of operations for the three and nine months ended June 30, 2023 are not necessarily indicative of what our operating results for the full fiscal year will be. In this Item, “we,” “us,” “our,” “Cerence” and the “Company” refer to Cerence Inc. and its consolidated subsidiaries, collectively.

Overview

Cerence builds AI powered virtual assistants for the mobility/transportation market. Our primary target is the automobile market, but our solutions can apply to all forms of transportation, including, but not limited to, two-wheel vehicles, planes, tractors, cruise ships and elevators. Our solutions power natural conversational and intuitive interactions between automobiles, drivers and passengers, and the broader digital world. We possess one of the world’s most popular software platforms for building automotive virtual assistants. Our customers include all major original equipment manufacturers (“OEMs”) or their tier 1 suppliers worldwide. We deliver our solutions on a white-label basis, enabling our customers to deliver customized virtual assistants with unique, branded personalities and ultimately strengthening the bond between automobile brands and end users. Our vision is to enable a more enjoyable, safer journey for everyone.

Our principal offering is our software platform, which our customers use to build virtual assistants that can communicate, find information, and take action across an expanding variety of categories. Our software platform has a hybrid architecture combining edge software components with cloud-connected components. Edge software components are installed on a vehicle’s head unit and can operate without access to external networks and information. Cloud-connected components are comprised of certain speech and natural language understanding related technologies, AI-enabled personalization and context-based response frameworks, and content integration platform.

We generate revenue primarily by selling software licenses and cloud-connected services. Our edge software components are typically sold under a traditional per unit perpetual software license model, in which a per unit fee is charged on a variable basis for each software instance installed on an automotive head unit. We typically license cloud-connected software components in the form of a service to the vehicle end user, which is paid for in advance. In addition, we generate professional services revenue from our work with our customers during the design, development, and deployment phases of the vehicle model lifecycle and through maintenance and enhancement projects. We have existing relationships with all major OEMs or their tier 1 suppliers, and while our customer contracts vary, they generally represent multi-year engagements, giving us some level of visibility into future revenue.

Impact of COVID-19 on our Business

The COVID-19 pandemic has adversely affected, and may continue to adversely affect our business and financial results. We have seen, and anticipate that we will continue to see, supply chain challenges in the automotive industry related to semiconductor devices that are used in automobiles. The World Health Organization ended the global emergency status for COVID-19 on May 5, 2023, and the United States Department of Health and Human Services declared that the public health emergency from COVID-19 expired at the end of the day on May 11, 2023. For further discussion of the business risks associated with COVID-19, see Item 1A, Risk Factors, within our Annual Report on Form 10-K for the fiscal year ended September 30, 2022, as updated by Part II, Item 1A of this Quarterly Report.

Basis of Presentation

The financial information presented in the accompanying unaudited condensed consolidated financial statements has been prepared in accordance with U.S. GAAP and in accordance with rules and regulations of the SEC regarding interim financial reporting. Accordingly, the financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

The condensed consolidated balance sheet data as of September 30, 2022 was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting primarily of normal recurring accruals, necessary for a fair presentation of our financial position and results of operations. The operating results for the three and nine months ended June 30, 2023 are not necessarily indicative of the results expected for the full fiscal year ending September 30, 2023.

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company, as well as those of its wholly owned subsidiaries. All significant intercompany transactions and balances are eliminated in consolidation.

Key Metrics

In evaluating our financial condition and operating performance, we focus on revenue, operating margins, and cash flow from operations.

For the three months ended June 30, 2023 as compared to the three months ended June 30, 2022:

•

Total revenue decreased by $27.3 million, or 30.8%, to $61.7 million from $89.0 million.

•

Operating margin decreased 31.5 percentage points to negative 13.8% from 17.7%.

•

Cash used in operating activities was $8.2 million, a net change of $4.3 million from cash used in operating activities of $3.9 million.

For the nine months ended June 30, 2023 as compared to the nine months ended June 30, 2022:

•

Total revenue decreased by $56.0 million, or 20.8%, to $213.7 million from $269.7 million.

•

Operating margin decreased 31.3 percentage points to negative 14.6% from 16.7%.

•

Cash used in operating activities was $3.8 million, a net change of $6.6 million from cash provided by operating activities of $2.8 million.

Operating Results

The following table shows the Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2023 and 2022 (dollars in thousands):


	Three Months Ended June 30,						Nine Months Ended June 30,
	2023			2022			2023			2022
Revenue:
License	$	25,837		$	46,452		$	102,054		$	139,610
Connected services		18,583			19,990			55,903			67,475
Professional services		17,240			22,599			55,754			62,662
Total revenues		61,660			89,041			213,711			269,747
Cost of revenue:
License		2,343			585			6,166			1,692
Connected services		5,562			5,391			18,218			16,766
Professional services		12,930			18,173			47,441			51,448
Amortization of intangible assets		103			103			310			2,879
Total cost of revenues		20,938			24,252			72,135			72,785
Gross profit		40,722			64,789			141,576			196,962
Operating expenses:
Research and development		30,202			26,040			88,190			81,808
Sales and marketing		4,277			8,299			21,656			22,487
General and administrative		13,019			10,614			46,453			31,941
Amortization of intangible assets		553			2,862			5,297			9,151
Restructuring and other costs, net		1,172			1,197			11,075			6,586
Total operating expenses		49,223			49,012			172,671			151,973
(Loss) income from operations		(8,501	)		15,777			(31,095	)		44,989
Interest income		1,207			243			3,240			416
Interest expense		(4,120	)		(3,815	)		(11,637	)		(10,602	)
Other income (expense), net		(2,030	)		(478	)		2,757			(764	)
(Loss) income before income taxes		(13,444	)		11,727			(36,735	)		34,039
Provision for income taxes		3,011			110,994			7,967			114,738
Net loss	$	(16,455	)	$	(99,267	)	$	(44,702	)	$	(80,699	)

Our revenue consists primarily of license revenue, connected services revenue and revenue from professional services. License revenue primarily consists of license royalties associated with our edge software components. Our edge software components are typically sold under a traditional per unit perpetual software license model, in which a per unit fee is charged for each software instance installed on an automotive head unit. Our contracts contain variable, fixed prepaid or fixed minimum purchase commitment components. Revenue is recognized and cash is collected for variable contracts over the license distribution period. The fixed contracts typically provide the customer with a price discount and can include the conversion of a variable contract that is already in our variable backlog. Revenue for fixed contracts is recognized when the software is made available to the customer, which has typically occurred at the time the contract is signed. Cash is typically expected to be collected for a fixed prepaid deal at the inception of the contract. Cash is expected to be collected for a fixed minimum commitment deal over the license distribution period. During fiscal year 2023, we expect a reduction in contributions from our fixed license contracts due to our decision to limit the level of such contracts on a go-forward basis. As a result, we expect a negative impact on reported license revenue for fiscal year 2023. See Note 3 to the accompanying unaudited condensed consolidated financial statements for further discussion of our revenue, deferred revenue performance obligations and the timing of revenue recognition. Costs of license revenue primarily consists of third-party royalty expenses for certain external technologies we leverage and costs associated with our Cerence Link product.

Connected services revenue primarily represents the subscription fee that provides access to our connected services components, including the customization and construction of our connected services solutions. We also derive revenue within our connected services business from usage contracts and there can be instances where a customer purchases a software license that allows them to take possession of the software to enable hosting by the customer or a third-party. Subscription and usage contracts typically have a term of one to five years. Subscription revenue is recognized over the subscription period and cash is expected to be collected at the start of the subscription period. Usage based revenue is recognized and cash is collected as the service is used. If the customer takes possession of the software to have it hosted by the customer or a third-party, revenue is recognized, and cash is collected at the time the license is delivered. See Note 3 to the accompanying unaudited condensed consolidated financial statements for further discussion of our revenue, deferred revenue performance obligations and the timing of revenue recognition. Cost of connected service revenue primarily consists of labor costs of software delivery services, infrastructure, and communications fees that support our connected services solutions.

Professional services revenue is primarily comprised of porting, integrating, and customizing our embedded solutions, with costs primarily consisting of compensation for services personnel, contractors and overhead.

Our operating expenses include R&D, sales and marketing and general and administrative expenses. R&D expenses primarily consist of salaries, benefits, and overhead relating to research and engineering staff. Sales and marketing expenses includes salaries, benefits, and commissions related to our sales, product marketing, product management, and business unit management teams. General and administrative expenses primarily consist of personnel costs for administration, finance, human resources, general management, fees for external professional advisers including accountants and attorneys, and provisions for credit losses.

Amortization of acquired patents and core technology are included within cost of revenues whereas the amortization of other intangible assets, such as acquired customer relationships, trade names and trademarks, are included within operating expenses. Customer relationships are amortized over their estimated economic lives based on the pattern of economic benefits expected to be generated from the use of the asset. Other identifiable intangible assets are amortized on a straight-line basis over their estimated useful lives.

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

Total other expense, net consists primarily of foreign exchange gains (losses), losses on the extinguishment of debt and interest expense related to the Notes and Senior Credit Facilities.

Three Months Ended June 30, 2023 Compared with Three Months Ended June 30, 2022

Total Revenues

The following table shows total revenues by product type, including the corresponding percentage change, for the three months ended June 30, 2023 and 2022 (dollars in thousands):


	Three Months Ended June 30,						% Change
	2023		% of Total	2022		% of Total	2023 vs. 2022
License	$	25,837	41.9%	$	46,452	52.2%		(44.4	)%
Connected services		18,583	30.1%		19,990	22.5%		(7.0	)%
Professional services		17,240	28.0%		22,599	25.3%		(23.7	)%
Total revenues	$	61,660		$	89,041			(30.8	)%

Total revenues for the three months ended June 30, 2023 were $61.7 million, a decrease of $27.3 million, or 30.8%, from $89.0 million for the three months ended June 30, 2022. The decrease in revenues was across all product types. Our license revenue is highly dependent on vehicle production. We expect our business in fiscal year 2023 to continue to be impacted by the ongoing semiconductor shortage, shipping and production issues, and inflation. However, we expect a slow, but gradual, improvement in auto production during fiscal year 2023.

License Revenue

License revenue for the three months ended June 30, 2023 was $25.8 million, a decrease of $20.7 million, or 44.4%, from $46.5 million for the three months ended June 30, 2022. The decrease in license revenue was driven by a $23.3 million decrease in minimum purchase commitments and prepaid deals. This decrease was partially offset by a $3.5 million increase in variable license revenue due to higher volume of licensing royalties. As a percentage of total revenues, license revenue decreased 10.3 percentage points from 52.2% for the three months ended June 30, 2022 to 41.9% for the three months ended June 30, 2023.

Connected Services Revenue

Connected services revenue for the three months ended June 30, 2023 was $18.6 million, a decrease of $1.4 million, or 7.0%, from $20.0 million for the three months ended June 30, 2022. This decrease was primarily driven by lower demand for our connected services solutions. As a percentage of total revenues, connected services revenue increased by 7.6 percentage points from 22.5% for the three months ended June 30, 2022 to 30.1% for the three months ended June 30, 2023.

Professional Services Revenue

Professional service revenue for the three months ended June 30, 2023 was $17.2 million, a decrease of $5.4 million, or 23.7%, from $22.6 million for the three months ended June 30, 2022. This decrease was primarily driven by our arrangements and the related timing of fulfilling performance obligations under the contracts. As a percentage of total revenues, professional services revenue increased by 2.7 percentage points from 25.3% for the three months ended June 30, 2022 to 28.0% for the three months ended June 30, 2023.

Nine Months Ended June 30, 2023 Compared with Nine Months Ended June 30, 2022

Total Revenues

The following table shows total revenues by product type, including the corresponding percentage change, for the nine months ended June 30, 2023 and 2022 (dollars in thousands):


	Nine Months Ended June 30,						% Change
	2023		% of Total	2022		% of Total	2023 vs. 2022
License	$	102,054	47.8%	$	139,610	51.8%		(26.9	)%
Connected services		55,903	26.2%		67,475	25.0%		(17.2	)%
Professional services		55,754	26.0%		62,662	23.2%		(11.0	)%
Total revenues	$	213,711		$	269,747			(20.8	)%

Total revenues for the nine months ended June 30, 2023 were $213.7 million, a decrease of $56.0 million, or 20.8%, from $269.7 million for the nine months ended June 30, 2022. The decrease in revenues was across all product types. Our license revenue is highly dependent on vehicle production. We expect our business in fiscal year 2023 to continue to be impacted by the ongoing semiconductor shortage, shipping and production issues, and inflation. However, we expect a slow, but gradual, improvement in auto production during fiscal year 2023.

License Revenue

License revenue for the nine months ended June 30, 2023 was $102.1 million, a decrease of $37.5 million, or 26.9%, from $139.6 million for the nine months ended June 30, 2022. The decrease in license revenue was driven by a $45.4 million decrease in minimum purchase commitments and prepaid deals and a $6.5 million decrease in revenue generated from non-automotive markets. This decrease was partially offset by a $14.3 million increase in variable license revenue due to higher volume of licensing royalties. As a percentage of total revenues, license revenue decreased 4.0 percentage points from 51.8% for the nine months ended June 30, 2022 to 47.8% for the nine months ended June 30, 2023.

Connected Services Revenue

Connected services revenue for the nine months ended June 30, 2023 was $55.9 million, a decrease of $11.6 million, or 17.2%, from $67.5 million for the nine months ended June 30, 2022. This decrease was primarily driven by the winding down of a legacy contract acquired by Nuance Communications Inc. through a 2013 acquisition. As a percentage of total revenues, connected services revenue increased by 1.2 percentage points from 25.0% for the nine months ended June 30, 2022 to 26.2% for the nine months ended June 30, 2023.

Professional Services Revenue

Professional service revenue for the nine months ended June 30, 2023 was $55.8 million, a decrease of $6.9 million, or 11.0%, from $62.7 million for the nine months ended June 30, 2022. This decrease was primarily driven by our arrangements and the related timing of fulfilling performance obligations under the contracts. As a percentage of total revenues, professional services revenue increased by 2.8 percentage points from 23.2% for the nine months ended June 30, 2022 to 26.0% for the nine months ended June 30, 2023.

Three Months Ended June 30, 2023 Compared with Three Months Ended June 30, 2022

Total Cost of Revenues and Gross Profits

The following table shows total cost of revenues by product type and the corresponding percentage change (dollars in thousands):


	Three Months Ended June 30,				% Change
	2023		2022		2023 vs. 2022
License	$	2,343	$	585		300.5	%
Connected services		5,562		5,391		3.2	%
Professional services		12,930		18,173		(28.9	)%
Amortization of intangibles		103		103		—
Total cost of revenues	$	20,938	$	24,252		(13.7	)%

The following table shows total gross profit by product type and the corresponding percentage change (dollars in thousands):


	Three Months Ended June 30,						% Change
	2023			2022			2023 vs. 2022
License	$	23,494		$	45,867			(48.8	)%
Connected services		13,021			14,599			(10.8	)%
Professional services		4,310			4,426			(2.6	)%
Amortization of intangibles		(103	)		(103	)		—
Total gross profit	$	40,722		$	64,789			(37.1	)%

Total cost of revenues for the three months ended June 30, 2023 were $20.9 million, a decrease of $3.4 million, or 13.7%, from $24.3 million for the three months ended June 30, 2022.

We experienced a decrease in total gross profit of $24.1 million, or 37.1%, from $64.8 million for the three months ended June 30, 2022 to $40.7 million for the three months ended June 30, 2023. The decrease was primarily driven by a decline in revenues.

Cost of License Revenue

Cost of license revenue for the three months ended June 30, 2023 was $2.3 million, an increase of $1.7 million, or 300.5%, from $0.6 million for the three months ended June 30, 2022. Cost of license revenues increased primarily due to costs associated with our Cerence Link product. As a percentage of total cost of revenues, cost of license revenue increased by 8.8 percentage points from 2.4% for the three months ended June 30, 2022 to 11.2% for the three months ended June 30, 2023.

License gross profit decreased by $22.4 million, or 48.8%, for the three months ended June 30, 2023 when compared to the three months ended June 30, 2022, primarily due to declines in license revenues.

Cost of Connected Services Revenue

Cost of connected services revenue for the three months ended June 30, 2023 was $5.6 million, an increase of $0.2 million, or 3.2%, from $5.4 million for the three months ended June 30, 2022. Cost of connected services revenue increased primarily due to a $0.3 million increase in our cloud infrastructure costs and a $0.3 million increase from higher internal allocated labor. The increase was partially offset by a $0.4 million decrease in salary-related expenditures. As a percentage of total cost of revenues, cost of connected service revenue increased by 4.4 percentage points from 22.2% for the three months ended June 30, 2022 to 26.6% for the three months ended June 30, 2023.

Connected services gross profit decreased $1.6 million, or 10.8%, from $14.6 million for the three months ended June 30, 2022 to $13.0 million for the three months ended June 30, 2023, primarily due to declines in connected services revenues.

Cost of Professional Services Revenue

Cost of professional services revenue for the three months ended June 30, 2023 was $12.9 million, a decrease of $5.3 million, or 28.9%, from $18.2 million for the three months ended June 30, 2022. Cost of professional services revenue decreased primarily due to a $2.6 million decrease in third-party contractor costs, a $2.6 million decrease in salary-related expenditures and a $0.4 million decrease in stock-based compensation. The decrease was partially offset by a $1.1 million increase in internal allocated labor. As a percentage of total cost of revenues, cost of professional services revenue decreased by 13.1 percentage points from 74.9% for the three months ended June 30, 2022 to 61.8% for the three months ended June 30, 2023.

Professional services gross profit decreased $0.1 million, or 2.6%, from $4.4 million for the three months ended June 30, 2022 to $4.3 million for the three months ended June 30, 2023, which was primarily due to the composition of our professional service arrangements.

Nine Months Ended June 30, 2023 Compared with Nine Months Ended June 30, 2022

Total Cost of Revenues and Gross Profits

The following table shows total cost of revenues by product type and the corresponding percentage change (dollars in thousands):


	Nine Months Ended June 30,				% Change
	2023		2022		2023 vs. 2022
License	$	6,166	$	1,692		264.4	%
Connected services		18,218		16,766		8.7	%
Professional services		47,441		51,448		(7.8	)%
Amortization of intangibles		310		2,879		(89.2	)%
Total cost of revenues	$	72,135	$	72,785		(0.9	)%

The following table shows total gross profit by product type and the corresponding percentage change (dollars in thousands):


	Nine Months Ended June 30,						% Change
	2023			2022			2023 vs. 2022
License	$	95,888		$	137,918			(30.5	)%
Connected services		37,685			50,709			(25.7	)%
Professional services		8,313			11,214			(25.9	)%
Amortization of intangibles		(310	)		(2,879	)		89.2	%
Total gross profit	$	141,576		$	196,962			(28.1	)%

Total cost of revenues for the nine months ended June 30, 2023 were $72.1 million, a decrease of $0.7 million, or 0.9%, from $72.8 million for the nine months ended June 30, 2022.

We experienced a decrease in total gross profit of $55.4 million, or 28.1%, from $197.0 million for the nine months ended June 30, 2022 to $141.6 million for the nine months ended June 30, 2023. The decrease was primarily due to declines in revenues.

Cost of License Revenue

Cost of license revenue for the nine months ended June 30, 2023 was $6.2 million, an increase of $4.5 million, or 264.4%, from $1.7 million for the nine months ended June 30, 2022. Cost of license revenues increased primarily due to costs associated with our Cerence Link product. As a percentage of total cost of revenues, cost of license revenue increased by 6.2 percentage points from 2.3% for the nine months ended June 30, 2022 to 8.5% for the nine months ended June 30, 2023.

License gross profit decreased by $42.0 million, or 30.5%, for the nine months ended June 30, 2023 when compared to the nine months ended June 30, 2022, primarily due to declines in license revenues.

Cost of Connected Services Revenue

Cost of connected services revenue for the nine months ended June 30, 2023 was $18.2 million, an increase of $1.4 million, or 8.7%, from $16.8 million for the nine months ended June 30, 2022. Cost of connected services revenue increased primarily due to a $1.0 million increase in our cloud infrastructure costs and a $0.4 million increase from higher internal allocated labor. The increase was partially offset by a $0.5 million decrease in salary-related expenditures. As a percentage of total cost of revenues, cost of connected service revenue increased by 2.3 percentage points from 23.0% for the nine months ended June 30, 2022 to 25.3% for the nine months ended June 30, 2023.

Connected services gross profit decreased $13.0 million, or 25.7%, from $50.7 million for the nine months ended June 30, 2022 to $37.7 million for the nine months ended June 30, 2023, driven by declines in connected services revenues due to the winding down of a legacy contract.

Cost of Professional Services Revenue

Cost of professional services revenue for the nine months ended June 30, 2023 was $47.4 million, a decrease of $4.0 million, or 7.8%, from $51.4 million for the nine months ended June 30, 2022. Cost of professional services revenue decreased primarily due to a $3.9 million decrease in salary-related expenditures, a $2.0 million decrease in third-party contractor costs, and a $0.6 million decrease in stock-based compensation costs. The decrease was partially offset by a $1.5 million increase in internal allocated labor, and a $0.9 million increase in amortization of costs previously deferred. As a percentage of total cost of revenues, cost of professional services revenue decreased by 4.9 percentage points from 70.7% for the nine months ended June 30, 2022 to 65.8% for the nine months ended June 30, 2023.

Professional services gross profit decreased $2.9 million, or 25.9%, from $11.2 million for the nine months ended June 30, 2022 to $8.3 million for the nine months ended June 30, 2023, which was primarily due to the composition of our professional service arrangements.

Operating Expenses

The tables below show each component of operating expense. Total other expense, net and provision for income taxes are non-operating expenses and presented in a similar format (dollars in thousands).

R&D Expenses

Three Months Ended June 30, 2023 Compared with Three Months Ended June 30, 2022


	Three Months Ended June 30,				% Change
	2023		2022		2023 vs. 2022
Research and development	$	30,202	$	26,040		16.0	%

Historically, R&D expenses are our largest operating expense as we continue to build on our existing software platforms and develop new technologies. R&D expenses for the three months ended June 30, 2023 were $30.2 million, an increase of $4.2 million, or 16.0%, from $26.0 million for the three months ended June 30, 2022. The increase was primarily attributable to a $2.1 million decrease in capitalized costs associated with internally developed software, a $1.2 million increase in third-party contractor costs, a $1.0 million increase in salary-related expenditures, and a $0.9 million increase in stock-based compensation costs. The increase was partially offset by a $1.5 million decrease in internally allocated labor. As a percentage of total operating expenses, R&D expenses increased by 8.3 percentage points from 53.1% for the three months ended June 30, 2022 to 61.4% for the three months ended June 30, 2023.

Nine Months Ended June 30, 2023 Compared with Nine Months Ended June 30, 2022


	Nine Months Ended June 30,				% Change
	2023		2022		2023 vs. 2022
Research and development	$	88,190	$	81,808		7.8	%

Historically, R&D expenses are our largest operating expense as we continue to build on our existing software platforms and develop new technologies. R&D expenses for the nine months ended June 30, 2023 were $88.2 million, an increase of $6.4 million, or 7.8%, from $81.8 million for the nine months ended June 30, 2022. The increase was primarily attributable to a $6.2 million decrease in capitalized costs associated with internally developed software, a $3.3 million increase in stock-based compensation costs, and a $2.0 million increase in third-party contractor costs. The increase was partially offset by a $3.2 million decrease in salary-related expenditures, a $1.6 million decrease in internally allocated labor, and a $0.4 million decrease in hardware and software expenditures. As a percentage of total operating expenses, R&D expenses decreased by 2.7 percentage points from 53.8% for the nine months ended June 30, 2022 to 51.1% for the nine months ended June 30, 2023.

Sales & Marketing Expenses

Three Months Ended June 30, 2023 Compared with Three Months Ended June 30, 2022


	Three Months Ended June 30,				% Change
	2023		2022		2023 vs. 2022
Sales and marketing	$	4,277	$	8,299		(48.5	)%

Sales and marketing expenses for the three months ended June 30, 2023 were $4.3 million, a decrease of $4.0 million, or 48.5%, from $8.3 million for the three months ended June 30, 2022. The decrease in sales and marketing expenses was primarily attributable to a $2.2 million decrease in salary-related expenditures and a $1.7 million decrease in stock-based compensation costs. As a percentage of total operating expenses, sales and marketing expenses decreased by 8.2 percentage points from 16.9% for the three months ended June 30, 2022 to 8.7% for the three months ended June 30, 2023.

Nine Months Ended June 30, 2023 Compared with Nine Months Ended June 30, 2022


	Nine Months Ended June 30,				% Change
	2023		2022		2023 vs. 2022
Sales and marketing	$	21,656	$	22,487		(3.7	)%

Sales and marketing expenses for the nine months ended June 30, 2023 were $21.7 million, a decrease of $0.8 million, or 3.7%, from $22.5 million for the nine months ended June 30, 2022. The decrease in sales and marketing expenses was primarily attributable to a $2.4 million decrease in salary-related expenditures, partially offset by a $0.6 million increase in travel-related expenditures, a $0.7 million increase in stock-based compensation costs and a $0.6 million increase in commissions expenditures. As a percentage of total operating expenses, sales and marketing expenses decreased by 2.3 percentage points from 14.8% for the nine months ended June 31, 2022 to 12.5% for the nine months ended June 30, 2023.

General & Administrative Expenses

Three Months Ended June 30, 2023 Compared with Three Months Ended June 30, 2022


	Three Months Ended June 30,				% Change
	2023		2022		2023 vs. 2022
General and administrative	$	13,019	$	10,614		22.7	%

General and administrative expenses for the three months ended June 30, 2023 were $13.0 million, an increase of $2.4 million, or 22.7%, from $10.6 million for the three months ended June 30, 2022. The increase in general and administrative expenses was primarily attributable to a $2.0 million increase in stock-based compensation costs, and a $0.8 million increase in professional services. As a percentage of total operating expenses, general and administrative expenses increased by 4.7 percentage points from 21.7% for the three months ended June 30, 2022 to 26.4% for the three months ended June 30, 2023.

Nine Months Ended June 30, 2023 Compared with Nine Months Ended June 30, 2022


	Nine Months Ended June 30,				% Change
	2023		2022		2023 vs. 2022
General and administrative	$	46,453	$	31,941		45.4	%

General and administrative expenses for the nine months ended June 30, 2023 were $46.5 million, an increase of $14.6 million, or 45.4%, from $31.9 million for the nine months ended June 30, 2022. The increase in general and administrative expenses was primarily attributable to a $9.5 million increase in stock-based compensation costs, a $4.0 million increase in credit loss provision, including a $3.8 million provision relating to one international electric vehicle maker, a $0.7 million increase in hardware and software expenditures. As a percentage of total operating expenses, general and administrative expenses increased by 5.9 percentage points from 21.0% for the nine months ended June 30, 2022 to 26.9% for the nine months ended June 30, 2023.

Amortization of Intangible Assets

Three Months Ended June 30, 2023 Compared with Three Months Ended June 30, 2022


	Three Months Ended June 30,				% Change
	2023		2022		2023 vs. 2022
Cost of revenues	$	103	$	103		—
Operating expense		553		2,862		(80.7	)%
Total amortization	$	656	$	2,965		(77.9	)%

Intangible asset amortization for the three months ended June 30, 2023 was $0.7 million, a decrease of $2.3 million, or 77.9%, from $3.0 million for the three months ended June 30, 2022. The decrease in amortization relates to certain intangible assets having been fully amortized during fiscal year 2023 and 2022. Amortization expense for acquired technology and patents is included in the cost of revenues in the accompanying Condensed Consolidated Statements of Operations. Amortization expense for customer relationships is included in operating expenses in the accompanying Condensed Consolidated Statements of Operations.

As a percentage of total cost of revenues, intangible asset amortization within cost of revenues increased by 0.1 percentage points from 0.4% for the three months ended June 30, 2022 to 0.5% for the three months ended June 30, 2023. As a percentage of total operating expenses, intangible asset amortization expenses within operating expenses decreased by 4.7 percentage points from 5.8% for the three months ended June 30, 2022 as compared to 1.1% for the three months ended June 30, 2023.

Nine Months Ended June 30, 2023 Compared with Nine Months Ended June 30, 2022


	Nine Months Ended June 30,				% Change
	2023		2022		2023 vs. 2022
Cost of revenues	$	310	$	2,879		(89.2	)%
Operating expense		5,297		9,151		(42.1	)%
Total amortization	$	5,607	$	12,030		(53.4	)%

Intangible asset amortization for the nine months ended June 30, 2023 was $5.6 million, a decrease of $6.4 million, or 53.4%, from $12.0 million for the nine months ended June 30, 2022. The decrease in amortization relates to certain intangible assets having been fully amortized during fiscal year 2023 and 2022. Amortization expense for acquired technology and patents is included in the cost of revenues in the accompanying Condensed Consolidated Statements of Operations. Amortization expense for customer relationships is included in operating expenses in the accompanying Condensed Consolidated Statements of Operations.

As a percentage of total cost of revenues, intangible asset amortization within cost of revenues decreased by 3.6 percentage points from 4.0% for the nine months ended June 30, 2022 to 0.4% for the nine months ended June 30, 2023. As a percentage of total operating expenses, intangible asset amortization expenses within operating expenses decreased by 2.9 percentage points from 6.0% for the nine months ended June 30, 2022 as compared to 3.1% for the nine months ended June 30, 2023.

Restructuring and Other Costs, Net

Three Months Ended June 30, 2023 Compared with Three Months Ended June 30, 2022


	Three Months Ended June 30,				% Change
	2023		2022		2023 vs. 2022
Restructuring and other costs, net	$	1,172	$	1,197		(2.1	)%

Fiscal Year 2023

Fiscal Year 2022

For the three months ended June 30, 2022, we recorded restructuring and other charges, net of $1.2 million, which included $1.3 million severance charges related to the elimination of personnel, a $0.2 million charge resulting from the closure of facilities that will no longer be utilized, and $0.2 million related to other one-time gains.

As a percentage of total operating expenses, restructuring and other costs, net remained flat at 2.4% for the three months ended June 30, 2022 and 2023.

Nine Months Ended June 30, 2023 Compared with Nine Months Ended June 30, 2022


	Nine Months Ended June 30,				% Change
	2023		2022		2023 vs. 2022
Restructuring and other costs, net	$	11,075	$	6,586		68.2	%

Fiscal Year 2023

Fiscal Year 2022

For the nine months ended June 30, 2022, we recorded restructuring and other charges, net of $6.6 million, which included $4.0 million, net of $5.0 million in forfeitures, in stock-based compensation due to the resignation of our former CEO and the resulting modification of certain stock-based awards, $1.5 million severance charge related to the elimination of personnel, and $0.5 million charge resulting from the closure of facilities that will no longer be utilized.

As a percentage of total operating expenses, restructuring and other costs, net increased by 2.1 percentage points from 4.3% for the nine months ended June 30, 2022 to 6.4% for the nine months ended June 30, 2023.

Total Other Expense, Net

Three Months Ended June 30, 2023 Compared with Three Months Ended June 30, 2022


	Three Months Ended June 30,						% Change
	2023			2022			2023 vs. 2022
Interest income	$	1,207		$	243			396.7	%
Interest expense		(4,120	)		(3,815	)		8.0	%
Other income (expense), net		(2,030	)		(478	)		324.7	%
Total other expense, net	$	(4,943	)	$	(4,050	)		22.0	%

Total other expense, net for the three months ended June 30, 2023 was expense of $4.9 million, a change of $0.8 million from $4.1 million of expense for the three months ended June 30, 2022. The increase in interest income was primarily attributable to returns on investments. The increase in interest expense was primarily attributable to a higher applicable interest rate on our Term Loan Facility. The change in Other income (expense), net was primarily driven by a $1.3 loss on the extinguishment of debt related to our Term Loan Facility. For further information, see “Liquidity and Capital Resources” below.

Nine Months Ended June 30, 2023 Compared with Nine Months Ended June 30, 2022


	Nine Months Ended June 30,						% Change
	2023			2022			2023 vs. 2022
Interest income	$	3,240		$	416			678.8	%
Interest expense		(11,637	)		(10,602	)		9.8	%
Other income (expense), net		2,757			(764	)		(460.9	)%
Total other expense, net	$	(5,640	)	$	(10,950	)		(48.5	)%

Total other expense, net for the nine months ended June 30, 2023 was expense of $5.6 million, a change of $5.4 million from $11.0 million of expense for the nine months ended June 30, 2022. The increase in interest income was primarily attributable to returns on investments. The increase in interest expense was primarily attributable to a higher applicable interest rate on our Term Loan Facility. The change in Other income (expense), net was primarily driven by a $1.3 million loss on the extinguishment of debt related to our Term Loan Facility, see “Liquidity and Capital Resources” below.

Provision For Income Taxes

Three Months Ended June 30, 2023 Compared with Three Months Ended June 30, 2022


	Three Months Ended June 30,						% Change
	2023			2022			2023 vs. 2022
Provision for income taxes	$	3,011		$	110,994			(97.3	)%
Effective income tax rate %		(22.4	)%		946.5	%

Our effective income tax rate for the three months ended June 30, 2023 was negative 22.4%, compared to 946.5% for the three months ended June 30, 2022. Our provision for income taxes for the three months ended June 30, 2023 was $3.0 million, a net change of $108.0 million from a provision for income taxes of $111.0 million for the three months ended June 30, 2022. This difference was primarily attributable to the establishment of a valuation allowance in a foreign jurisdiction during the three months ended June 30, 2022 in the amount of $107.6 million.

Nine Months Ended June 30, 2023 Compared with Nine Months Ended June 30, 2022


	Nine Months Ended June 30,						% Change
	2023			2022			2023 vs. 2022
Provision for income taxes	$	7,967		$	114,738			(93.1	)%
Effective income tax rate%		(21.7	)%		337.1	%

Our effective income tax rate for the nine months ended June 30, 2023 was negative 21.7%, compared to 337.1% for the nine months ended June 30, 2022. Our provision for income taxes for the nine months ended June 30, 2023 was $8.0 million, a net change of $106.7 million from a provision for income taxes of $114.7 million for the nine months ended June 30, 2022. This difference was primarily attributable to the establishment of a valuation allowance in a foreign jurisdiction during the three months ended June 30, 2022 in the amount of $107.6 million.

Liquidity and Capital Resources

Financial Condition

As of June 30, 2023, we had $116.0 million in cash, cash equivalents, and marketable securities. Cash equivalents include highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less. Marketable securities include commercial paper, corporate bonds, and government securities. As of June 30, 2023, our net working capital, excluding deferred revenue and deferred costs, was $118.4 million. This balance is representative of the short-term net cash inflows based on the working capital at that date.

During the nine months ended June 30, 2022, certain existing variable long-term contracts with our largest customer were converted into minimum purchase commitment deals. The estimated future revenue related to these long-term contracts were previously included in our variable backlog, which includes estimated future revenue from variable forecasted royalties related to our embedded and connected businesses. These minimum purchase commitment deals accounted for $47.1 million of revenue for the nine months ended June 30, 2022. The cash associated with these deals is expected to be collected over the distribution period, which could be up to five years.

Sources and Material Cash Requirements

Our principal sources of liquidity are our cash, cash equivalents, and marketable securities, as well as the cash flows we generate from our operations. The primary uses of cash include costs of revenues, funding of R&D activities, capital expenditures and debt obligations.

Our ability to fund future operating needs will depend on our ability to generate positive cash flows from operations and finance additional funding in the capital and debt markets as needed. Based on our expectations to generate positive cash flows and the $116.0 million of cash, cash equivalents, and marketable securities as of June 30, 2023, we believe that we will be able to meet our liquidity needs over the next 12 months. We believe that we will meet longer-term expected future cash requirements and obligations, through a combination of cash flows from operating activities, available cash balances, and available credit via our Revolving Facility (as described below).

The following table presents our material cash requirements for future periods (dollars in thousands):


	Material Cash Requirements Due by Period
	2023			2024 - 2025		2026 - 2027		Thereafter		Total
2028 Notes	$	-		$	-	$	-	$	102,500	$	102,500
Interest payable on the 2028 Notes (a)		607			4,739		4,776		1,810		11,932
2025 Modified Notes		-			87,500		-		87,500		175,000
Interest payable on the 2025 Modified Notes (a)		2,325			17,315		8,993		3,584		32,217
Senior Credit Facilities		24,700			-		-		-		24,700
Interest payable on Senior Credit Facilities (b)		34			-		-		-		34
Operating leases		1,510			10,197		3,601		826		16,134
Operating leases under restructuring (c)		(22	)		276		380		-		633
Financing leases		104			779		53		-		936
Total material cash requirements	$	29,258		$	120,806	$	17,803	$	196,220	$	364,086

(a)

Interest per annum is due and payable semiannually and is determined based on the outstanding principal as of June 30, 2023.

(b)

Interest per annum is due and payable monthly and is determined based on the outstanding principal as of June 30, 2023.

(c)

Contractual lease commitments are shown net of sublease income related to certain facilities. As of June 30, 2023, we anticipate sublease income of $0.9 million through fiscal year 2024.

Should we need to secure additional sources of liquidity, we believe that we could finance our needs through the issuance of equity securities or debt offerings. However, we cannot guarantee that we will be able to obtain financing through the issuance of equity securities or debt offerings on acceptable terms. Inflation and rising interest rates, and disruptions and instability in the banking industry have negatively impacted the global economy and created significant volatility and disruption of financial markets. An extended period of economic disruption, market volatility or recent bank failures, could materially affect our business, results of operations, ability to meet debt covenants, access to sources of liquidity and financial condition.

1.50% Senior Convertible Notes due 2028

On June 26, 2023, we issued $190.0 million in aggregate principal amount of 2028 Notes, which are governed by the 2028 Indenture, in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. On July 3, 2023, we issued an additional $20.0 million in aggregate principal amount of 2028 Notes. As of June 30, 2023, the initial net proceeds from the issuance of the 2028 Notes were $173.6 million after deducting transaction costs.

The 2028 Notes are senior, unsecured obligations and will accrue interest payable semiannually in arrears on January 1 and July 1 of each year at a rate of 1.50% per year. The 2028 Notes will mature on July 1, 2028, unless earlier converted, redeemed, or repurchased. The 2028 Notes are convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election.

3.00% Senior Convertible Notes due 2025

On June 2, 2020, we issued $175.0 million in aggregate principal amount of 2025 Notes, including the initial purchasers’ exercise in full of their option to purchase $25.0 million principal amount of the 2025 Notes, which are governed by the 2025 Indenture, in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The net proceeds from the issuance of the 2025 Notes were $169.8 million after deducting transaction costs.

The conversion rate is 26.7271 shares of our common stock per $1,000 principal amount of 2025 Notes (equivalent to an initial conversion price of approximately $37.42 per share of our common stock). The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 2025 Notes in connection with such a corporate event or convert its 2025 Notes called for redemption in connection with such notice of redemption, as the case may be.

See "1.50% Senior Convertible Notes due 2028" section above for discussion on modification of the 2025 Notes as part of the offering of the 2028 Notes.

The interest expense recognized related to the Notes for the three and nine months ended June 30, 2023 and 2022 was as follows (dollars in thousands):


	Three Months Ended June 30,				Nine Months Ended June 30,
	2023		2022		2023		2022
Contractual interest expense	$	1,315	$	1,308	$	3,931	$	3,924
Amortization of debt discount		11		943		11		2,786
Amortization of issuance costs		346		237		902		700
Total interest expense related to the Notes	$	1,672	$	2,488	$	4,844	$	7,410

Senior Credit Facilities

On June 12, 2020, we entered into a Term Loan Facility. The net proceeds from the issuance of the Term Loan Facility were $123.0 million. We also entered into the Revolving Facility, which would be drawn on in the event that our working capital and other cash needs are not supported by our operating cash flow.

On December 17, 2020, we entered into Amendment No. 1, which extended the scheduled maturity date of the revolving credit and term facilities from June 12, 2024 to April 1, 2025.

Amendment No. 1 revised certain interest rates in the Credit Agreement. Following delivery of a compliance certificate for the first full fiscal quarter after the Amendment No. 1 Effective Date, the applicable margins for the revolving credit and term facilities is subject to a pricing grid based upon the net total leverage ratio as follows: (i) if the net total leverage ratio is greater than 3.00 to 1.00, the applicable margin is LIBOR plus 3.00% or ABR plus 2.00%; (ii) if the net total leverage ratio is less than or equal to 3.00 to 1.00 but greater than 2.50 to 1.00, the applicable margin is LIBOR plus 2.75% or ABR plus 1.75%; (iii) if the net total leverage ratio is less than or equal to 2.50 to 1.00 but greater than 2.00 to 1.00, the applicable margin is LIBOR plus 2.50% or ABR plus 1.50%; (iv) if the net total leverage ratio is less than or equal to 2.00 to 1.00 but greater than 1.50 to 1.00, the applicable margin is LIBOR plus 2.25% or ABR plus 1.25%; and (v) if the net total leverage ratio is less than or equal to 1.50 to 1.00, the applicable margin is LIBOR plus 2.20% or ABR plus 1.00%. As a result of Amendment No. 1, the applicable LIBOR floor was reduced from 0.50% to 0.00%.

In addition, the quarterly commitment fee required to be paid based on the unused portion of the Revolving Facility is subject to a pricing grid based upon the net total leverage ratio as follows: (i) if the net total leverage ratio is greater than 3.00 to 1.00, the unused line fee is 0.500%; (ii) if the net total leverage ratio is less than or equal to 3.00 to 1.00 but greater than 2.50 to 1.00, the unused line fee is 0.450%; (iii) if the net total leverage ratio is less than or equal to 2.50 to 1.00 but greater than 2.00 to 1.00, the unused line fee is 0.400%; (iv) if the net total leverage ratio is less than or equal to 2.00 to 1.00 but greater than 1.50 to 1.00, the unused line fee is 0.350%; and (v) if the net total leverage ratio is less than or equal to 1.50 to 1.00, the unused line fee is 0.300%.

The Credit Agreement contains certain affirmative and negative covenants customary for financings of this type that, among other things, limit our and our subsidiaries’ ability to incur additional indebtedness or liens, to dispose of assets, to make certain fundamental changes, to designate subsidiaries as unrestricted, to make certain investments, to prepay certain indebtedness and to pay dividends, or to make other distributions or redemptions/repurchases, in respect of our and our subsidiaries’ equity interests. In addition, the Credit Agreement contains financial covenants, each tested quarterly, (1) a net secured leveraged ratio of not greater than 3.25 to 1.00; (2) a net total leverage ratio of not greater than 4.25 to 1.00; and (3) minimum liquidity of at least $75 million. The Credit Agreement also contains events of default customary for financings of this type, including certain customary change of control events.

On November 22, 2022, we entered into Amendment No. 2 to the Credit Agreement. Amendment No. 2 modified certain financial covenants between the fiscal quarter ended March 31, 2023 to the fiscal quarter ended December 31, 2023. During the covenant adjustment period, each tested quarterly, we are required to maintain (1) a net secured leveraged ratio of not greater than 4.25 to 1.00; (2) minimum liquidity of at least $125 million; and (3) aggregate capital expenditures less than $7.5 million. The net total leverage ratio will be waived during the covenant adjustment period. At the conclusion of the covenant adjustment period, the original financial covenants will resume. As of June 30, 2023, we were in compliance with all Credit Agreement covenants.

Cash Flows

Cash flows from operating, investing and financing activities for the nine months ended June 30, 2023 and 2022, as reflected in the unaudited Condensed Consolidated Statements of Cash Flows included in Item 1 of this Form 10-Q, are summarized in the following table (dollars in thousands):


	Nine Months Ended June 30,						% Change
	2023			2022			2023 vs. 2022
Net cash (used in) provided by operating activities	$	(3,760	)	$	2,815			(233.6	)%
Net cash used in investing activities		(2,446	)		(3,417	)		(28.4	)%
Net cash used in financing activities		(1,026	)		(17,995	)		(94.3	)%
Effect of foreign currency exchange rates on cash and cash equivalents		(1,515	)		(1,377	)		10.0	%
Net changes in cash and cash equivalents	$	(8,747	)	$	(19,974	)		(56.2	)%

Net Cash (Used in) Provided by Operating Activities

Net cash provided by operating activities for the nine months ended June 30, 2023 was $3.8 million, a net change of $6.6 million, or 233.6%, from net cash provided by operating activities of $2.8 million for the nine months ended June 30, 2022. The change in cash flows were primarily due to:

•

A decrease of $74.5 million from income before non-cash charges;

•

An increase of $66.5 million due to favorable changes in working capital primarily related to accounts receivable and prepaid expenses and other assets; and

•

An increase of $1.4 million from changes in deferred revenue.

Deferred revenue represents a significant portion of our net cash used in or provided by operating activities and, depending on the nature of our contracts with customers and foreign currency exchange rates, this balance can fluctuate significantly from period to period. Fluctuations in deferred revenue are not a reliable indicator of future performance and the related revenue associated with these contractual commitments. We do not expect any changes in deferred revenue to affect our ability to meet our obligations.

Net Cash Used in Investing Activities

Net cash used in investing activities for the nine months ended June 30, 2023 was $2.4 million, a net change of $1.0 million, or 28.4%, from $3.4 million of cash used in investing activities for the nine months ended June 30, 2022. The change in cash flows were primarily due to:

•

A decrease of $10.8 million in capital expenditures; and

•

A decrease of $7.7 million net cash inflow related to marketable securities.

Net Cash Used in Financing Activities

Net cash used in financing activities for the nine months ended June 30, 2023 was $1.0 million, a net change of $17.0 million, from cash used in financing activities of $18.0 million for the nine months ended June 30, 2022. The change in cash flows were primarily due to:

•

An increase of $193.8 million in principal payments of long-term debt;

•

An increase of $190.0 million in proceeds from long-term debt;

•

A decrease of $43.1 million in payments of tax related withholdings due to the net settlement of equity awards;

•

A decrease of $30.3 million in proceeds from the issuance of our common stock;

•

An increase of $24.7 million in proceeds from our revolving credit facility; and

•

An increase of $16.8 million in payments for long-term debt issuance costs.

Critical Accounting Estimates

Our condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and assumptions that have a material impact on the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. We base our estimates and judgments on historical experience and various other factors we believe to be reasonable under the circumstances, the results of which form the basis for judgments about the carrying values of assets and liabilities and the amounts of revenues and expenses. Actual results may differ from these estimates.

We believe that our critical accounting estimates are those related to revenue recognition; allowance for credit losses; accounting for deferred costs; accounting for internally developed software; the valuation of goodwill and intangible assets; accounting for business combinations; accounting for stock-based compensation; accounting for income taxes; accounting for leases; accounting for convertible debt; and loss contingencies. We believe these policies and estimates are critical because they most significantly affect the portrayal of our financial condition and results of operations and involve our most complex and subjective estimates and judgments. A discussion of our critical accounting estimates may be found in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022 in Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Critical Accounting Policies, Judgments and Estimates” and below.

Revenue Recognition

See Note 3 to the accompanying unaudited condensed consolidated financial statements for further discussion of our revenue, deferred revenue performance obligations and the timing of revenue recognition.

Goodwill

Goodwill is reported at the reporting unit level. Upon consideration of the discrete financial information reviewed by our CODM, we have concluded that our goodwill is associated with one reporting unit.

Goodwill is not amortized but tested annually for impairment or when interim indicators of impairment are present. The test for goodwill impairment involves an assessment of impairment indicators. If indicators are present, a quantitative test of impairment is performed. During the quantitative test, the fair value of the reporting unit is compared to its carrying value. If the fair value of the reporting unit is less than the carrying value, the difference represents an impairment. If the fair value of the reporting unit is greater than the carrying value, no impairment is recognized.

On June 30, 2023, we concluded that no goodwill impairment indicators were present.

See Note 7 to the accompanying unaudited condensed consolidated financial statements for further discussion of our goodwill.

Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements To Be Adopted

Refer to Note 2 to the accompanying unaudited condensed consolidated financial statements for a description of certain issued accounting standards that have been recently adopted and are expected to be adopted by us and may impact our results of operations in future reporting periods.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risk from changes in foreign currency exchange rates and interest rates which could affect our operating results, financial position and cash flows. We manage our exposure to these market risks through our regular operating and financing activities, and 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 been related to transactions denominated in the Canadian dollar, Chinese yuan, Euro, and Japanese yen.

We use foreign currency forward contracts to hedge the foreign currency exchange risk associated with forecasted foreign denominated payments related to our ongoing business. The aggregate notional amount of our outstanding foreign currency forward contracts was $106.2 million at June 30, 2023. Foreign currency forward contracts are sensitive to changes in foreign currency exchange rates. A 10% unfavorable exchange rate movement in our portfolio of foreign currency contracts would have resulted in unrealized losses of $7.8 million at June 30, 2023. Such losses would be offset by corresponding gains in the remeasurement of the underlying transactions being hedged. We believe these foreign currency forward exchange contracts and the offsetting underlying commitments, when taken together, do not create material market risk.

Interest Rate Sensitivity

We are exposed to interest rate risk as a result of our cash and cash equivalents and indebtedness related to the Senior Credit Facilities.

At June 30, 2023, we held approximately $86.1 million of cash and cash equivalents consisting of cash and highly liquid investments, including money-market funds and time deposits. Assuming a 1% increase in interest rates, our interest income on our highly liquid investments would increase by $0.5 million per annum, based on June 30, 2023 reported balances.

The borrowings under our Senior Credit Facilities are subject to interest rates based on SOFR. As of June 30, 2023, assuming a 1% increase in interest rates and our Revolving Facility being fully drawn, our interest expense on our Senior Credit Facilities would increase by approximately $0.5 million per annum.

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures. Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report. Based on this evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of June 30, 2023 to ensure that all material information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to them as appropriate to allow timely decisions regarding required disclosure and that all such information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations of the effectiveness of internal control. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system are met. Because of the inherent limitations of any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

City of Miami Fire Fighters' and Police Officers' Retirement Trust Action

Derivative Actions

A.P, a minor, by and through her guardian, Carlos Pena and Carlos Pena Action

Other Legal Proceedings

From time to time, we may become a party to other legal proceedings, including, without limitation, product liability claims, employment matters, commercial disputes, governmental inquiries and investigations (which may in some cases involve our entering into settlement arrangements or consent decrees), and other matters arising out of the ordinary course of our business. While the results of any legal proceeding cannot be predicted with certainty, in our opinion none of our pending matters are currently anticipated to have a material adverse effect on our consolidated financial position, liquidity or results of operations.

Item 1A. Risk Factors.

In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022, which could materially affect our business, financial condition or future results of operations. The risks described below and in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022 are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. There are no material changes to the risk factors described in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022, other than the risks described below.

Adverse conditions in the automotive industry or the global economy more generally could have adverse effects on our results of operations.

Our business depends on, and is directly affected by, the global automobile industry. Automotive production and sales are highly cyclical and depend on general economic conditions and other factors, including consumer spending and preferences, changes in interest rate levels and credit availability, consumer confidence, fuel costs, fuel availability, environmental impact, governmental incentives and regulatory requirements, and political volatility, especially in energy-producing countries and growth markets. Such factors may also negatively impact consumer demand for automobiles that include features such as our products. In addition, automotive production and sales can be affected by our customers’ ability to continue operating in response to challenging economic conditions, and in response to labor relations issues, regulatory requirements, trade agreements and other factors. The volume of global automotive production has fluctuated, sometimes significantly, from year to year, and such fluctuations give rise to fluctuations in the demand for our products. Moreover, the automotive industry has recently experienced, and may continue to experience, a semiconductor shortage, which has negatively impacted the production of new vehicles. Any significant adverse change in any of these factors, including, but not limited to, general economic conditions and the resulting bankruptcy of a customer, the closure of a customer manufacturing facility or the ability of a customer manufacturing facility to obtain supplies to manufacture automobiles and to ship or receive shipments of parts, supplies or finished product, may result in a reduction in automotive sales and production by our customers, and could have a material adverse effect on our business, results of operations and financial condition.

In recent months, we have observed increased economic uncertainty in the United States and abroad. Impacts of such economic weakness include:

•

falling overall demand for goods and services, leading to reduced profitability;

•

reduced credit availability;

•

higher borrowing costs;

•

reduced liquidity;

•

volatility in credit, equity and foreign exchange markets; and

•

bankruptcies.

Events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions or the financial services industry generally, have in the past and may in the future lead to market-wide liquidity problems. For example, on March 10, 2023, Silicon Valley Bank ("SVB"), was placed into receivership with the Federal Deposit Insurance Corporation ("FDIC"), which resulted in all funds held at SVB being temporarily inaccessible by SVB’s customers. Although we do not have deposits with SVB, or any other financial institution currently in receivership, we maintain deposits at financial institutions as a part of doing business that could be at risk if another similar event were to occur. If other banks and financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, then our ability to access our cash and cash equivalents may be threatened and could have a material adverse effect on our business and financial condition. In addition, if any of our customers, suppliers or other parties with whom we conduct business are unable to access funds pursuant to such instruments or lending arrangements with such a financial institution, such parties’ ability to pay their obligations to us or to enter into new commercial arrangements requiring additional payments to us could be adversely affected.

These developments, along with continued uncertainty about economic stability related to the global outbreak of COVID-19 and more recently the Russian invasion of Ukraine, have resulted in supply chain disruption, inflation, higher interest rates, fluctuations in currency exchange rates, and uncertainty about business continuity, which may adversely affect our business and our results of operations. As our customers react to global economic conditions and the potential for a global recession, we may see them reduce spending on our products and take additional precautionary measures to limit or delay expenditures and preserve capital and liquidity. Reductions in spending on our solutions, delays in automobile production or purchasing decisions, lack of renewals or the inability to attract new customers, as well as pressure for extended billing terms or pricing discounts, would limit our ability to grow our business and negatively affect our operating results and financial condition.

Item 5. Other Information.

Our policy governing transactions in our securities by directors, officers and employees permits our officers, directors and certain other persons to enter into trading plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. We have been advised that Stefan Ortmanns, Chief Executive Officer of the Company, has entered into a trading plan on May 26, 2023 (the “Plan”) covering periods after the date of this Quarterly Report in accordance with our policy governing transactions in our securities. The 10b5-1 Plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Plan provides for the sale of up to 151,432 shares of our common stock less any shares withhold to cover tax withholding obligations and will be terminated on the earlier of (a) November 30, 2023, (b) the first date on which all trades have been executed, and (c) the date notice to terminate is provided. Generally, under these trading plans, the individual relinquishes control over the transactions once the trading plan is put into place. Accordingly, sales under these plans may occur at any time, including possibly before, simultaneously with, or immediately after significant events involving our company.

We anticipate that, as permitted by Rule 10b5-1 and our policy governing transactions in our securities, some or all of our officers, directors and employees may establish trading plans in the future. We intend to disclose the names of executive officers and directors who establish a trading plan in compliance with Rule 10b5-1 and Regulation S-K, Item 408(a) and the requirements of our policy governing transactions in our securities in our future quarterly and annual reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission. However, we undertake no obligation to update or revise the information provided herein, including for revision or termination of an established trading plan, other than in such quarterly and annual reports.

Item 6. Exhibits.

The exhibits listed on the Exhibit Index are filed as part of this Quarterly Report on Form 10-Q.

EXHIBIT INDEX

Incorporated by Reference

Exhibit Index #

Exhibit Description 

Filed Herewith

Form

File No.

Exhibit

Filing Date

3.1

Second Amended and Restated By-laws of Cerence Inc.

8-K

001-39030

3.1

May 4, 2023

4.1

Indenture, dated as of June 26, 2023, by and between Cerence Inc. and U.S. Bank Trust Company, National Association, as Trustee.

8-K

001-39030

4.1

June 26, 2023

4.2

Form of Global Note, representing Cerence Inc.’s 1.50% Convertible Senior Notes due 2028 (included as Exhibit A to the Indenture filed as Exhibit 4.1).

8-K

001-39030

4.2

June 26, 2023

10.1†

Transitional Service and Advisory Agreement by and between Cerence Inc. and Prateek Kathpal

10-Q

001-39030

10.1

May 9, 2023

31.1

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

X

31.2

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

X

32.1*

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

Inline XBRL Instance Document

X

101.SCH

Inline XBRL Taxonomy Extension Schema Document

X

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

X

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

X

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

X

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

X

104

Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*)

X

* Furnished herewith

† Management contract or compensatory plan or arrangement

SIGNATURES

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


	Cerence Inc.

Date: August 9, 2023	By:	/s/ Stefan Ortmanns
		Stefan Ortmanns
		Chief Executive Officer (Principal Executive Officer)

Date: August 9, 2023	By:	/s/ Thomas L. Beaudoin
		Thomas L. Beaudoin
		Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stefan Ortmanns, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Cerence Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: August 9, 2023	By:	/s/ Stefan Ortmanns
		Stefan Ortmanns
		Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas L. Beaudoin, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Cerence Inc.;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: August 9, 2023	By:	/s/ Thomas L. Beaudoin
		Thomas L. Beaudoin
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Cerence Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.


Date: August 9, 2023	By:	/s/ Stefan Ortmanns
		Stefan Ortmanns
		Chief Executive Officer (Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.


Date: August 9, 2023	By:	/s/ Thomas L. Beaudoin
		Thomas L. Beaudoin
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)