Business description of CERENCE-INC from last 10-k form

k Factors.

You should carefully consider all of the information in this Form 10-K and each of the risks described below, which we believe are the material risks that we face. Some of the risks relate to our business, others to our intellectual property and technology, and the consequences of the Spin-Off. Some risks relate to the securities markets, our indebtedness and ownership of our common stock. Any of the following risks could materially and adversely affect our business, financial condition and results of operations and the actual outcome of matters as to which forward-looking statements are made in this Form 10-K.

Risk Factor Summary

Risks Relating to Our Business

 

Pandemics or disease outbreaks, such as COVID-19, have disrupted, and may continue to disrupt, our business, which could adversely affect our financial performance.

 

The market in which we operate is highly competitive and rapidly changing and we may be unable to compete successfully.

 

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

 

Our strategy to increase cloud connected services may adversely affect our near-term revenue growth and results of operations.

 

Pricing pressures from our customers may adversely affect our business.

 

We invest effort and money seeking OEMs’ validation of our technology, and there can be no assurance that we will win or be able to renew service contracts, which could adversely affect our future business, results of operations and financial condition.

 

Our business could be materially and adversely affected if we lost any of our largest customers.

 

Our operating results may fluctuate significantly from period to period, and this may cause our stock price to decline.

 

We may not be successful with the adoption of new applications.

 

Some of our employees 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.

 

Cybersecurity and data privacy incidents or breaches may damage client relations and inhibit our growth.

 

A significant portion of our revenues and research and development activities originate outside the United States. Our results could be harmed by economic, political, regulatory, foreign currency fluctuations and other risks associated with these international regions.

 

Our business in China is subject to aggressive competition and is sensitive to economic, market and political conditions.

 

Interruptions or delays in our services or services from data center hosting facilities or public clouds could impair the delivery of our services and harm our business.

 

If our goodwill or other intangible assets become impaired, our operating results could be negatively impacted.

 

Tax matters may cause significant variability in our financial results and may impact our overall financial condition.

Risks Relating to our Intellectual Property and Technology

 

Third parties have claimed and may claim in the future that we are infringing their intellectual property, and we could be exposed to significant litigation or licensing expenses or be prevented from selling our products if such claims are successful.

 

Unauthorized use of our proprietary technology and intellectual property could adversely affect our business and results of operations.

 

Our software products may have bugs, which could result in delayed or lost revenue, expensive correction, liability to our customers and claims against us.

 

We may be unable to respond quickly enough to changes in technology and technological risks and to develop our intellectual property into commercially viable products.

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We utilize certain key technologies, content and services from, and integrate certain of our solutions with, third parties and may be unable to replace those technologies, content and services if they become obsolete, unavailable or incompatible with our solutions.

Risks Relating to the Spin-Off

 

If the Spin-Off were determined not to qualify as tax-free for U.S. federal income tax purposes, we could have an indemnification obligation to Nuance, which could adversely affect our business, financial condition and results of operations.

 

We have agreed to numerous restrictions to preserve the non-recognition treatment of the Spin-Off, which may reduce our strategic and operating flexibility.

 

We may be unable to achieve some or all of the benefits that we expect to achieve from the Spin-Off.

 

We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

 

Our historical combined financial information is not necessarily representative of the results we would have achieved as an independent, publicly traded company.

 

We may have potential business conflicts of interest with Nuance with respect to our past and ongoing relationships.

 

A certain director may have actual or potential conflicts of interest because of their financial interests in Nuance.

 

The allocation of intellectual property rights and data between Nuance and Cerence as part of the Spin-Off, could adversely impact our reputation, our ability to enforce certain intellectual property rights that are important to us and our competitive position.

Risks Relating to Our Securities and Indebtedness

 

Our stock price may fluctuate significantly.

 

The terms of the Senior Credit Facilities restrict our current and future operations, particularly our ability to incur debt that we may need to fund initiatives in response to changes in our business, the industry in which we operate, the economy and governmental regulations.