4 unchanged sentences
Holders of Common Stock
−Removed: As of December 12, 2019, there were 572 holders of record of our common stock.
+Added: As of November 12, 2020, there were 540 holders of record of our common stock.
This number does not reflect beneficial owners whose shares are held in street name.
−Removed: Securities Authorized for Issuance Under Equity Compensation Plans
−Removed: As of September 30, 2019, we did not have any equity compensation plans.
Dividend Policy
3 unchanged sentences
Among the items we are considering in establishing a dividend policy are the capital needs of our business and opportunities to retain future earnings for use in the operation of our business and to fund future growth.
−Removed: Additionally, the terms of the Senior Facilities limit our ability to pay cash dividends.
+Added: Additionally, the terms of the Senior Credit Facilities limit our ability to pay cash dividends.
There can be no assurance that we will pay a dividend in the future or continue to pay any dividend if we do commence the payment of dividends.
Performance Graph
−Removed: As of September 30, 2019, we did not have any securities outstanding.
−Removed: Recent Sales of Unregistered Securities
−Removed: In connection with certain reorganization transactions undertaken by Nuance in connection with the Spin-Off, in transactions exempt from registration under Section 4(a)(2) of the Securities Act, the Company issued 36,391,445 shares of common stock to a subsidiary of Nuance, of which 35,740,709 were distributed to our stockholders upon the completion of the Spin-Off and 650,736, or 1.8%, were sold to a non-affiliated third party.
+Added: The graph below compares the cumulative total shareholder return of our common stock for the last four quarters with the Russell 2000 and the S&P Software & Services Select indices.
+Added: The information presented assumes an initial investment of $100 on October 2, 2019, the date our common stock began regular-way trading on the Nasdaq Global Select Market.
+Added: The graph shows the value that each of these investments would have had at the end of each quarter.
+Added: The comparisons shown in the graph below are based upon historical data.
+Added: We caution that the stock price performance shown in the graph below is not necessarily indicative of, nor is it intended to forecast, the potential future performance of our common stock.
+Added: October 2, 2019
+Added: December 31, 2019
+Added: March 31, 2020
+Added: June 30, 2020
+Added: September 30, 2020
+Added: S&P Software & Services Select
+Added: Recent Sales of Unregistered Securities and Use of Proceeds
Issuer Purchases of Equity Securities
1 unchanged sentence
Selected Financial Data.
−Removed: The following table presents certain selected combined financial information as of and for each of the years in the three-year period ended September 30, 2019, 2018, and 2017.
−Removed: The selected combined financial data as of and for each of the years ended September 30, 2019, 2018, and 2017 is derived from Combined Financial Statements included elsewhere in this Form 10-K.
−Removed: The Combined Financial Statements for the fiscal year ended September 30, 2019 have been prepared under Financial Accounting Standards Board, or FASB, Accounting Standard Codification, or ASC, Topic 606, “ Revenue from Contracts with Customers ”, or ASC 606, while the Combined Financial Statements for the fiscal years ended September 30, 2018 and 2017 have been prepared under FASB ASC Topic 605, “ Revenue Recognition ”, or ASC 605.
+Added: The following table presents certain selected consolidated and combined financial information as of and for each of the years in the three-year period ended September 30, 2020, 2019, and 2018.
+Added: The selected consolidated and combined financial data as of and for each of the years ended September 30, 2020, 2019, and 2018 is derived from Consolidated and Combined Financial Statements included elsewhere in this Form 10-K.
+Added: The Consolidated and Combined Financial Statements for the fiscal year ended September 30, 2020 and 2019 have been prepared under Financial Accounting Standards Board, or FASB, Accounting Standard Codification, or ASC, Topic 606, Revenue from Contracts with Customers, or ASC 606, while the Combined Financial Statements for the fiscal years ended September 30, 2018 have been prepared under FASB ASC Topic 605, Revenue Recognition, or ASC 605.
In our opinion, both financial statements include all adjustments, consisting of only ordinary recurring adjustments, necessary for a fair statement of the information set forth in this Form 10-K.
ASC 606 was adopted as of October 1, 2018 using the modified retrospective approach from the previous guidance ASC 605.
−Removed: Our transition to ASC 606 represents a change in accounting policy that is reflected in our Combined Financial Statements for the fiscal year ended September 30, 2019.
−Removed: The adoption of ASC 606 limits the comparability of revenue and expenses, including cost of revenue and certain operating expenses when compared to the fiscal years ended September 30, 2018 and other prior reporting periods.
−Removed: Refer to Note 3 to our Combined Financial Statements included elsewhere in this Form 10-K for further details on our adoption of ASC 606 and a reconciliation of our operating results for the fiscal year ended September 30, 2019 under ASC 606 to the results under ASC 605.
−Removed: The selected combined financial data presented below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Combined Financial Statements, including their respective accompanying notes thereto included elsewhere in this Form 10-K.
−Removed: For each of the periods presented, our business was wholly-owned by Nuance.
−Removed: The financial information included herein may not necessarily reflect our financial position, results of operations and cash flows in the future or what our financial position, results of operations and cash flows would have been had we been an independent, publicly traded company during the periods presented.
−Removed: In addition, our historical combined financial information does not reflect changes that we expect to experience in the future as a result of our separation from Nuance, including changes in the financing, operations, cost structure and personnel needs of our business.
−Removed: Further, the historical combined financial information includes allocations of certain Nuance corporate expenses, as described in Note 18 to the Combined Financial Statements.
+Added: Our transition to ASC 606 represents a change in accounting policy that is reflected in our Consolidated and Combined Financial Statements for fiscal years 2020 and 2019.
+Added: The adoption of ASC 606 limits the comparability of revenue and expenses, including cost of revenue and certain operating expenses when compared to the fiscal year 2018 and other prior reporting periods.
+Added: The selected consolidated and combined financial data presented below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated and Combined Financial Statements, including their respective accompanying notes thereto included elsewhere in this Form 10-K.
+Added: For fiscal year 2019 and fiscal year 2018, our business was wholly-owned by Nuance.
+Added: The financial information included herein may not necessarily reflect our financial position, results of operations and cash flows in the future or what our financial position, results of operations and cash flows would have been had we been an independent, publicly traded company during those periods presented.
+Added: Further, the historical combined financial information includes allocations of certain Nuance corporate expenses, as described in Note 19 to the Consolidated and Combined Financial Statements.
We believe the assumptions and methodologies underlying the allocation of these expenses are reasonable.
−Removed: However, such expenses may not be indicative of the actual level of expense that we would have incurred if we had operated as an independent, publicly traded company or of the costs expected to be incurred in the future.
+Added: However, such expenses may not be indicative of the actual level of expense that we would have incurred if we had operated as an independent, publicly traded company.
Year Ended September 30,
2 unchanged sentences
(Benefit from) provision for income taxes
+Added: Net (loss) income
Financial Position:
Deferred revenue
−Removed: Total parent company equity
+Added: Total stockholders' equity
Selected Data and Ratios:
−Removed: Net working deficit
+Added: Net working capital (deficit)
Depreciation of property and equipment
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.