Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jun. 30, 2023 | Aug. 02, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --09-30 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39030 | |
Entity Registrant Name | CERENCE INC. | |
Entity Central Index Key | 0001768267 | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 83-4177087 | |
Entity Address Address Line1 | 1 Burlington Woods Drive | |
Entity Address Address Line2 | Suite 301A | |
Entity Address City Or Town | Burlington | |
Entity Address State Or Province | MA | |
Entity Address Postal Zip Code | 01803 | |
City Area Code | 857 | |
Local Phone Number | 362-7300 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | CRNC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 40,333,242 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues: | ||||
Total revenues | $ 61,660 | $ 89,041 | $ 213,711 | $ 269,747 |
Cost of revenues: | ||||
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 |
License | ||||
Revenues: | ||||
Total revenues | $ 25,837 | $ 46,452 | $ 102,054 | $ 139,610 |
Cost of revenues: | ||||
Total cost of revenues | 2,343 | 585 | 6,166 | 1,692 |
Connected Services | ||||
Revenues: | ||||
Total revenues | 18,583 | 19,990 | 55,903 | 67,475 |
Cost of revenues: | ||||
Total cost of revenues | 5,562 | 5,391 | 18,218 | 16,766 |
Professional Services | ||||
Revenues: | ||||
Total revenues | 17,240 | 22,599 | 55,754 | 62,662 |
Cost of revenues: | ||||
Total cost of revenues | $ 12,930 | $ 18,173 | $ 47,441 | $ 51,448 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
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) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Sep. 30, 2022 |
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 |
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, net of discounts and issuance costs | 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) income | (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 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Jun. 30, 2023 | Sep. 30, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable allowances | $ 4,048 | $ 157 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 560,000 | 560,000 |
Common stock, shares issued | 40,333 | 39,430 |
Common stock, shares outstanding | 40,333 | 39,430 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in-Capital | Additional Paid-in-Capital Cumulative Effect, Period of Adoption, Adjustment | Retained Earnings (Accumulated Deficit) | Retained Earnings (Accumulated Deficit) Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) |
Balance at Sep. 30, 2021 | $ 1,031,945 | $ 381 | $ 1,002,353 | $ 27,577 | $ 1,634 | |||
Balance (in shares) at Sep. 30, 2021 | 38,025 | |||||||
Net loss | (80,699) | (80,699) | ||||||
Other comprehensive income (loss) | (22,689) | (22,689) | ||||||
Issuance of common stock | 34,943 | $ 13 | 34,930 | |||||
Issuance of common stock, (in shares) | 1,437 | |||||||
Stock withheld to cover tax withholdings requirements upon stock vesting | (47,960) | $ (1) | (47,959) | |||||
Stock withheld to cover tax withholdings requirements upon stock vesting, (in shares) | (146) | |||||||
Stock-based compensation | 34,572 | 34,572 | ||||||
Balance at Jun. 30, 2022 | 950,112 | $ 393 | 1,023,896 | (53,122) | (21,055) | |||
Balance (in shares) at Jun. 30, 2022 | 39,316 | |||||||
Balance at Mar. 31, 2022 | 1,056,186 | $ 393 | 1,018,731 | 46,145 | (9,083) | |||
Balance (in shares) at Mar. 31, 2022 | 39,305 | |||||||
Net loss | (99,267) | (99,267) | ||||||
Other comprehensive income (loss) | (11,972) | (11,972) | ||||||
Issuance of common stock | 103 | 103 | ||||||
Issuance of common stock, (in shares) | 12 | |||||||
Stock withheld to cover tax withholdings requirements upon stock vesting | (134) | (134) | ||||||
Stock withheld to cover tax withholdings requirements upon stock vesting, (in shares) | (1) | |||||||
Stock-based compensation | 5,196 | 5,196 | ||||||
Balance at Jun. 30, 2022 | 950,112 | $ 393 | 1,023,896 | (53,122) | (21,055) | |||
Balance (in shares) at Jun. 30, 2022 | 39,316 | |||||||
Balance at Sep. 30, 2022 | $ 712,950 | $ (8,530) | $ 394 | 1,029,542 | $ (14,371) | (283,249) | $ 5,841 | (33,737) |
Balance (in shares) at Sep. 30, 2022 | 39,430 | |||||||
Accounting Standards Update [Extensible Enumeration] | us-gaap:AccountingStandardsUpdate202006CumulativeEffectPeriodOfAdoptionMember | |||||||
Net loss | $ (44,702) | (44,702) | ||||||
Other comprehensive income (loss) | 9,085 | 9,085 | ||||||
Issuance of common stock | 4,687 | $ 10 | 4,677 | |||||
Issuance of common stock, (in shares) | 965 | |||||||
Increase in fair value of conversion option | 4,054 | 4,054 | ||||||
Stock withheld to cover tax withholdings requirements upon stock vesting | (4,834) | $ (1) | (4,833) | |||||
Stock withheld to cover tax withholdings requirements upon stock vesting, (in shares) | (62) | |||||||
Stock-based compensation | 30,104 | 30,104 | ||||||
Balance at Jun. 30, 2023 | 702,814 | $ 403 | 1,049,173 | (322,110) | (24,652) | |||
Balance (in shares) at Jun. 30, 2023 | 40,333 | |||||||
Balance at Mar. 31, 2023 | 709,423 | $ 403 | 1,038,048 | (305,655) | (23,373) | |||
Balance (in shares) at Mar. 31, 2023 | 40,292 | |||||||
Net loss | (16,455) | (16,455) | ||||||
Other comprehensive income (loss) | (1,279) | (1,279) | ||||||
Issuance of common stock | 293 | 293 | ||||||
Issuance of common stock, (in shares) | 45 | |||||||
Increase in fair value of conversion option | 4,054 | 4,054 | ||||||
Stock withheld to cover tax withholdings requirements upon stock vesting | (404) | (404) | ||||||
Stock withheld to cover tax withholdings requirements upon stock vesting, (in shares) | (4) | |||||||
Stock-based compensation | 7,182 | 7,182 | ||||||
Balance at Jun. 30, 2023 | $ 702,814 | $ 403 | $ 1,049,173 | $ (322,110) | $ (24,652) | |||
Balance (in shares) at Jun. 30, 2023 | 40,333 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2023 | Jun. 30, 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 extinguishment of debt | 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 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (16,455) | $ (99,267) | $ (44,702) | $ (80,699) |
Insider Trading Arrangements
Insider Trading Arrangements | 9 Months Ended |
Jun. 30, 2023 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | 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. |
Name | Stefan Ortmanns |
Title | Chief Executive Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | May 26, 2023 |
Termination Date | November 30, 2023 |
Aggregate Available | 151,432 |
Business Overview
Business Overview | 9 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Overview | 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. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 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 perfo rm 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 accounte d for 17.4 % o f 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 ) |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 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. (c) Disaggregated Revenue 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 o ther 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 Two to Five Greater 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. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 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 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 wer e $ 3.1 million as of June 30, 2023 and September 30, 2022. The investments are included within Other assets on the Condens ed Consolidated Balance Sheets. There have been no adjustments to the carrying value of the investments resulting from impairments or observable price changes. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 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 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 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 ind icators 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 Accumulated Net Weighted Average 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 Accumulated Net Weighted Average 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 expen se 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 . |
Leases
Leases | 9 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | 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, o f 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 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 9 Months Ended |
Jun. 30, 2023 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Accrued Expenses and Other Liabilities | 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 |
Restructuring and Other Costs,
Restructuring and Other Costs, Net | 9 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Costs, Net | 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. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | 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 Performance- Total Shares Weighted- Weighted- Aggregate 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. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 hav e 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. |
Income Taxes
Income Taxes | 9 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 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 a n 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 we re $ 173.6 million a fter 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 th e 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 l ess 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 les s 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. 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. 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 appli cable 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 respec t 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 t his 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 th e 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. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | 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 | 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 | 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 | Concentration of Risk Financial instruments that potentially subject us to significant concentrations of credit risk primarily consist of trade accounts receivable. We perfo rm 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 accounte d for 17.4 % o f our Accounts receivable, net balance at September 30, 2022 . |
Allowance for Credit Losses | 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 | 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 ) |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Change in Allowance for Credit Losses | 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 |
Summarize the impact of adopting ASU 2020-06 | 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 ) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenues Classified by Major Geographic Region | 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 |
Summary of Significant Changes in Contract Assets and Deferred Revenue | 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 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 |
Summary of Estimated Revenue Expected to be Recognized in Future Related to Performance Obligations Unsatisfied or Partially Unsatisfied | 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 Two to Five Greater Total Total revenue $ 135,113 $ 132,083 $ 21,769 $ 288,965 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Basic Shares to Diluted Shares | 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 ) |
Schedule of Potential Shares Considered Antidilutive | 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 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets that are Measured at Fair Value and Indicates the Fair Value Hierarchy of the Valuation Inputs | 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. |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Fair Value and Presentation in Condensed Consolidated Balance Sheet for Derivative Instruments | 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 |
Summary of (Loss) Income Related to Foreign Currency Forward Contracts | 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 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | 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 |
Summary of Gross Carrying Amounts and Accumulated Amortization of Intangible Assets by Major Class | The following tables summarizes the gross carrying amounts and accumulated amortization of intangible assets by major class (dollars in thousands): June 30, 2023 Gross Accumulated Net Weighted Average 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 Accumulated Net Weighted Average 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 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Summary of Lease Term and Incremental Borrowing Rates for Leases | 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 % |
Summary of Lease 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 |
Summary of Undiscounted Future Minimum Lease Payments Under Non-cancelable Leases | 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 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Accrued Expenses and Other Current 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 |
Restructuring and Other Costs_2
Restructuring and Other Costs, Net (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Accrual Activity Relating to Restructuring Reserves | 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 |
Schedule of Restructuring and Other Costs, Net | 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 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of Non-vested Restricted Stock 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 Performance- Total Shares Weighted- Weighted- Aggregate 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 |
Schedule of 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 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Components of (Loss) Income Before 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 |
Components of the Provision for Income Taxes | 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 % |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of 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 |
Summary of Maturities of Borrowing Obligations | 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 |
Schedule of Interest Expense Related to 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 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) - Customer | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2022 | Jun. 02, 2020 | |
Significant Accounting Policies [Line Items] | |||
ASU 2020-06, Adoption Date | Oct. 01, 2022 | ||
ASU 2020-06 | |||
Significant Accounting Policies [Line Items] | |||
Accounting standard adopted ASU 2020-06 | true | ||
3.00% Convertible Senior Notes Due 2025 | |||
Significant Accounting Policies [Line Items] | |||
Debt instrument, interest rate | 3% | 3% | 3% |
3.00% Convertible Senior Notes Due 2025 | ASU 2020-06 | |||
Significant Accounting Policies [Line Items] | |||
Debt instrument, interest rate | 3% | ||
Concentration of Credit Risk | Accounts Receivable, Net | |||
Significant Accounting Policies [Line Items] | |||
Number of major customers | 2 | 1 | |
Concentration of Credit Risk | Accounts Receivable, Net | Customer One | |||
Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 12.20% | 17.40% | |
Concentration of Credit Risk | Accounts Receivable, Net | Customer Two | |||
Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 11.50% |
Summary of Significant Accounti
Summary of Significant Accounting Policies - Summary of Change in Allowance for Credit Losses (Details) $ in Thousands | 9 Months Ended |
Jun. 30, 2023 USD ($) | |
Receivables [Abstract] | |
Beginning balance | $ 371 |
Credit loss provision | 3,626 |
Effect of foreign currency translation | 140 |
Ending balance | $ 4,137 |
Significant Accounting Polici_5
Significant Accounting Policies - Summarize the impact of adopting ASU 2020-06 (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2022 |
Summary Of Significant Accounting Policies [Line Items] | |||
Deferred tax assets | $ 52,198 | $ 54,452 | $ 51,989 |
Long-term debt, net of discounts and issuance costs | 254,702 | 270,430 | 259,436 |
Additional paid-in capital | 1,049,173 | 1,015,171 | 1,029,542 |
Accumulated deficit | $ (322,110) | (277,408) | $ (283,249) |
As Previously Reported | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Deferred tax assets | 51,989 | ||
Long-term debt, net of discounts and issuance costs | 259,436 | ||
Additional paid-in capital | 1,029,542 | ||
Accumulated deficit | (283,249) | ||
Revision of Prior Period, Adjustment | ASU 2020-06 | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Deferred tax assets | 2,463 | ||
Long-term debt, net of discounts and issuance costs | 10,994 | ||
Additional paid-in capital | (14,371) | ||
Accumulated deficit | $ 5,841 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 USD ($) Customer | Jun. 30, 2022 USD ($) Customer | Jun. 30, 2023 USD ($) Customer | Jun. 30, 2022 USD ($) Customer | Sep. 30, 2022 USD ($) | |
Disaggregation Of Revenue [Line Items] | |||||
Revenues | $ 61,660,000 | $ 89,041,000 | $ 213,711,000 | $ 269,747,000 | |
Minimum purchase commitment deals of revenue | 47,100,000 | ||||
Distribution period | 5 years | ||||
Contract acquisition costs | $ 8,200,000 | $ 8,300,000 | |||
Contract acquisition cost, amortization | 800,000 | 700,000 | 2,400,000 | 1,900,000 | |
Contract acquisition cost, impairment | 0 | ||||
Capitalized contract cost, amortization | 2,200,000 | 2,300,000 | 7,400,000 | 7,800,000 | |
Capitalized contract cost, impairment | 0 | ||||
Customer One | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 10,800,000 | 10,100,000 | 31,700,000 | 54,300,000 | |
Customer Two | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 6,300,000 | 23,100,000 | 38,300,000 | ||
United States | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 22,500,000 | 23,317,000 | 65,598,000 | 80,401,000 | |
Germany | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 19,861,000 | 18,880,000 | 62,652,000 | 61,520,000 | |
Japan | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | $ 3,798,000 | $ 17,476,000 | 35,377,000 | $ 68,965,000 | |
China | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | $ 22,000,000 | ||||
Revenues | Customer Concentration Risk | |||||
Disaggregation Of Revenue [Line Items] | |||||
Number of customers accounted for revenues | Customer | 2 | 1 | 2 | 2 | |
Revenues | Customer Concentration Risk | Customer One | |||||
Disaggregation Of Revenue [Line Items] | |||||
Percentage of revenue | 17.60% | 11.40% | 14.80% | 20.10% | |
Revenues | Customer Concentration Risk | Customer Two | |||||
Disaggregation Of Revenue [Line Items] | |||||
Percentage of revenue | 10.10% | 10.80% | 14.20% | ||
Minimum | |||||
Disaggregation Of Revenue [Line Items] | |||||
Connected services contract term | 1 year | ||||
Contract acquisition cost, deferred and amortized over benefit period | 1 year | ||||
Contract term | 1 year | 1 year | |||
Minimum | Revenues | China | Geographic Concentration Risk | |||||
Disaggregation Of Revenue [Line Items] | |||||
Percentage of revenue | 10% | ||||
Maximum | |||||
Disaggregation Of Revenue [Line Items] | |||||
Connected services contract term | 5 years | ||||
Contract acquisition costs, expected benefit period | 1 year | ||||
Contract acquisition cost, deferred and amortized over benefit period | 8 years | ||||
Contract term | 8 years | 8 years | |||
Maximum | Revenues | China | Geographic Concentration Risk | |||||
Disaggregation Of Revenue [Line Items] | |||||
Percentage of revenue | 10% |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Revenues Classified by Major Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues: | ||||
Total net revenues | $ 61,660 | $ 89,041 | $ 213,711 | $ 269,747 |
United States | ||||
Revenues: | ||||
Total net revenues | 22,500 | 23,317 | 65,598 | 80,401 |
Other Americas | ||||
Revenues: | ||||
Total net revenues | 106 | 20 | 160 | 57 |
Germany | ||||
Revenues: | ||||
Total net revenues | 19,861 | 18,880 | 62,652 | 61,520 |
Other Europe, Middle East and Africa | ||||
Revenues: | ||||
Total net revenues | 3,968 | 4,561 | 11,152 | 11,091 |
Japan | ||||
Revenues: | ||||
Total net revenues | 3,798 | 17,476 | 35,377 | 68,965 |
Other Asia-Pacific | ||||
Revenues: | ||||
Total net revenues | $ 11,427 | $ 24,787 | $ 38,772 | $ 47,713 |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Significant Changes in Contract Assets (Details) $ in Thousands | 9 Months Ended |
Jun. 30, 2023 USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Balance | $ 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 | $ 64,587 |
Revenue Recognition - Summary_3
Revenue Recognition - Summary of Significant Changes in Deferred Revenue (Details) $ in Thousands | 9 Months Ended |
Jun. 30, 2023 USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Balance | $ 238,634 |
Amounts billed but not recognized | 58,056 |
Revenue recognized | (75,717) |
Effect of foreign currency translation | 7,325 |
Balance | $ 228,298 |
Revenue Recognition - Summary_4
Revenue Recognition - Summary of Estimated Revenue Expected to be Recognized in Future Related to Performance Obligations Unsatisfied or Partially Unsatisfied (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Remaining Performance Obligations | |
Total revenue | $ 288,965 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-07-01 | |
Remaining Performance Obligations | |
Total revenue | $ 135,113 |
Remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-01-01 | |
Remaining Performance Obligations | |
Total revenue | $ 132,083 |
Remaining performance obligation, expected timing of satisfaction, period | 4 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2028-01-01 | |
Remaining Performance Obligations | |
Total revenue | $ 21,769 |
Remaining performance obligation, expected timing of satisfaction, period |
Revenue Recognition - Summary_5
Revenue Recognition - Summary of Estimated Revenue Expected to be Recognized in Future Related to Performance Obligations Unsatisfied or Partially Unsatisfied (Details 1) $ in Thousands | Jun. 30, 2023 USD ($) |
Remaining Performance Obligations | |
Total revenue | $ 288,965 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Reconciliation of Basic Shares to Diluted Shares (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||
Net Income (Loss) | $ (16,455) | $ (99,267) | $ (44,702) | $ (80,699) |
Denominator: | ||||
Weighted average common shares outstanding - basic | 40,324 | 39,313 | 40,167 | 39,113 |
Weighted average common shares outstanding - diluted | 40,324 | 39,313 | 40,167 | 39,113 |
Net loss per common share: | ||||
Basic | $ (0.41) | $ (2.53) | $ (1.11) | $ (2.06) |
Diluted | $ (0.41) | $ (2.53) | $ (1.11) | $ (2.06) |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Potential Shares Considered Antidilutive (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Conversion option of Notes [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 4,780 | 4,677 | 4,711 | 4,677 |
Restricted Stock Unit Awards | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 669 | 126 | 369 | |
Contingently Issuable Stock Awards | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 32 | 71 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets that are Measured at Fair Value and Indicates the Fair Value Hierarchy of the Valuation Inputs (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Sep. 30, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value | $ 84,737 | $ 94,511 |
Cash and Cash Equivalents | 52,131 | 60,610 |
Marketable Securities | 29,911 | 31,901 |
Money Market Funds | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value | 46,404 | 59,138 |
Cash and Cash Equivalents | 46,404 | 59,138 |
Government Securities | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value | 4,817 | 4,892 |
Marketable Securities | 4,817 | 4,892 |
Government Securities | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value | 7,082 | 2,361 |
Marketable Securities | 7,082 | 2,361 |
Time Deposits | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value | 5,727 | 1,472 |
Cash and Cash Equivalents | 5,727 | 1,472 |
Commercial Paper | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value | 5,955 | 7,647 |
Marketable Securities | 5,955 | 7,647 |
Corporate Debt Securities | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value | 12,057 | 17,001 |
Marketable Securities | 12,057 | 17,001 |
Debt Securities | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value | $ 2,695 | $ 2,000 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Financial Assets that are Measured at Fair Value and Indicates the Fair Value Hierarchy of the Valuation Inputs (Parenthetical) (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Sep. 30, 2022 |
Money Market Funds | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities, cost | $ 46,404 | $ 59,146 |
Government Securities | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities, cost | 4,886 | 4,976 |
Government Securities | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities, cost | 7,134 | 2,377 |
Time Deposits | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities, cost | 5,727 | 1,472 |
Commercial Paper | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities, cost | 5,957 | 7,648 |
Corporate Debt Securities | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities, cost | 12,184 | 17,328 |
Debt Securities | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities, cost | $ 2,000 | $ 2,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Unrealized (losses) gains to marketable securities | $ (0.1) | $ 0.2 | $ (0.2) | |
Equity investments without readily determinable fair values | 3.1 | 3.1 | $ 3.1 | |
Estimated Fair Value | Level 2 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Fair value of notes | $ 283.2 | $ 283.2 | $ 155.3 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Additional Information (Details) - Foreign Exchange Forward Contracts - Not Designated - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Derivative [Line Items] | ||
Derivative, notional amount | $ 106.2 | $ 63.3 |
Derivative, weighted-average remaining maturity | 11 months 21 days | 10 months 15 days |
Maximum | ||
Derivative [Line Items] | ||
Derivative, contract maturity | 3 years |
Derivative Financial Instrume_4
Derivative Financial Instruments - Summary of Fair Value and Presentation in Condensed Consolidated Balance Sheet for Derivative Instruments (Details) - Foreign Currency Forward Contracts - Not Designated - USD ($) $ in Thousands | Jun. 30, 2023 | Sep. 30, 2022 |
Prepaid Expenses and Other Current Assets | ||
Derivatives Fair Value [Line Items] | ||
Derivative instrument assets at fair value | $ 533 | $ 1,627 |
Other Assets | ||
Derivatives Fair Value [Line Items] | ||
Derivative instrument assets at fair value | 236 | 660 |
Accrued Expenses and Other Current Liabilities | ||
Derivatives Fair Value [Line Items] | ||
Derivative instrument liabilities at fair value | 1,852 | 1,812 |
Other Liabilities | ||
Derivatives Fair Value [Line Items] | ||
Derivative instrument liabilities at fair value | $ 680 | $ 711 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Summary of (Loss) Income Related to Foreign Forward Currency Contracts (Details) - Foreign Exchange Forward Contracts - Not Designated - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Derivative Instruments Gain Loss [Line Items] | ||||
(Loss) income recognized in earnings | $ (798) | $ 272 | $ (2,564) | $ 2,736 |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill - Additional Information (Details) | 9 Months Ended |
Jun. 30, 2023 USD ($) Segment | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Number of reportable segments | 1 |
Number of Operating Segment | 1 |
Goodwill impairment | $ | $ 0 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 9 Months Ended |
Jun. 30, 2023 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance as of September 30, 2022 | $ 890,802 |
Effect of foreign currency translation | 14,108 |
Balance as of June 30, 2023 | $ 904,910 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense related to intangible assets | $ 0.6 | $ 2.9 | $ 5.6 | $ 12 |
Expected amortization of intangible assets for remainder of 2023 | $ 0.6 | $ 0.6 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Summary of Gross Carrying Amounts and Accumulated Amortization of Intangible Assets by Major Class (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Sep. 30, 2022 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 197,563 | $ 193,098 |
Accumulated Amortization | (192,919) | (183,398) |
Net Carrying Amount | 4,644 | 9,700 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 107,715 | 104,498 |
Accumulated Amortization | (103,278) | (95,315) |
Net Carrying Amount | $ 4,437 | $ 9,183 |
Weighted Average Remaining Life (Years) | 1 year 8 months 12 days | 1 year 8 months 12 days |
Technology and Patents | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 89,848 | $ 88,600 |
Accumulated Amortization | (89,641) | (88,083) |
Net Carrying Amount | $ 207 | $ 517 |
Weighted Average Remaining Life (Years) | 6 months | 1 year 2 months 12 days |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Lessee Lease Description [Line Items] | ||||
Operating lease, existence of option to extend | true | |||
Operating lease, option to extend | 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, existence of option to terminate | true | |||
Operating lease, option to terminate | 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. | |||
Cash payments related to operating leases | $ 1.7 | $ 1.6 | $ 5.1 | $ 5 |
Cash payments related to financing leases | 0.3 | 0.3 | ||
Right of use assets obtained in exchange for lease obligations | $ (0.2) | $ 0.3 | $ 2.7 | $ 7.3 |
Minimum | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease remaining term | 1 year | 1 year | ||
Maximum | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease remaining term | 5 years | 5 years |
Leases - Summary of Lease Term
Leases - Summary of Lease Term and Incremental Borrowing Rates for Leases (Details) | Jun. 30, 2023 | Sep. 30, 2022 |
Weighted-average remaining lease term (in months): | ||
Operating leases | 38 months 24 days | 46 months 15 days |
Finance leases | 27 months 18 days | 35 months 18 days |
Weighted-average discount rate: | ||
Operating leases | 5.20% | 3.70% |
Finance leases | 4.40% | 4.40% |
Leases - Summary of Lease Expen
Leases - Summary of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 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 |
Leases - Summary of Undiscounte
Leases - Summary of Undiscounted Future Minimum Lease Payments Under Non-cancelable Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Sep. 30, 2022 |
Operating Leases | ||
2023 | $ 1,510 | |
2024 | 6,059 | |
2025 | 4,138 | |
2026 | 2,039 | |
2027 | 1,562 | |
Thereafter | 826 | |
Total future minimum lease payments | 16,134 | |
Less effects of discounting | (1,299) | |
Total lease liabilities | 14,835 | |
Short-term lease liabilities | 5,505 | $ 5,071 |
Long-term lease liabilities | 9,330 | $ 11,375 |
Financing Leases | ||
2023 | 104 | |
2024 | 417 | |
2025 | 362 | |
2026 | 53 | |
2027 | 0 | |
Thereafter | 0 | |
Total future minimum lease payments | 936 | |
Less effects of discounting | (36) | |
Total lease liabilities | 900 | |
Short-term lease liabilities | 392 | |
Long-term lease liabilities | 508 | |
Total | ||
2023 | 1,614 | |
2024 | 6,476 | |
2025 | 4,500 | |
2026 | 2,092 | |
2027 | 1,562 | |
Thereafter | 826 | |
Total future minimum lease payments | 17,070 | |
Less effects of discounting | (1,335) | |
Total lease liabilities | 15,735 | |
Short-term lease liabilities | 5,897 | |
Long-term lease liabilities | $ 9,838 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Sep. 30, 2022 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
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 |
Restructuring and Other Costs_3
Restructuring and Other Costs, Net - Schedule of Accrual Activity Relating to Restructuring Reserves (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Restructuring Cost And Reserve [Line Items] | ||||
Balance at September 30, 2022 | $ 5,154 | |||
Restructuring and other costs, net | $ 1,172 | $ 1,197 | 11,075 | $ 6,586 |
Non-cash adjustments | (2,986) | |||
Cash payments | (16,622) | |||
Effect of foreign currency translation | 20 | |||
Balance at June 30, 2023 | 2,613 | 2,613 | ||
Personnel | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Balance at September 30, 2022 | 1,277 | |||
Restructuring and other costs, net | 1,003 | 1,278 | 7,423 | 1,528 |
Cash payments | (7,549) | |||
Effect of foreign currency translation | (6) | |||
Balance at June 30, 2023 | 1,145 | 1,145 | ||
Facilities | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Balance at September 30, 2022 | 1,600 | |||
Restructuring and other costs, net | (33) | 154 | 310 | 521 |
Non-cash adjustments | (314) | |||
Cash payments | (427) | |||
Effect of foreign currency translation | 26 | |||
Balance at June 30, 2023 | 1,195 | 1,195 | ||
Restructuring Subtotal | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Balance at September 30, 2022 | 2,877 | |||
Restructuring and other costs, net | 970 | 1,432 | 7,733 | 2,049 |
Non-cash adjustments | (314) | |||
Cash payments | (7,976) | |||
Effect of foreign currency translation | 20 | |||
Balance at June 30, 2023 | 2,340 | 2,340 | ||
Other | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Balance at September 30, 2022 | 2,277 | |||
Restructuring and other costs, net | (202) | $ (235) | (3,342) | $ 4,537 |
Non-cash adjustments | 3,300 | |||
Cash payments | (8,646) | |||
Balance at June 30, 2023 | $ 273 | $ 273 |
Restructuring and Other Costs_4
Restructuring and Other Costs, Net - Schedule of Restructuring and Other Costs, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring and other costs, net | $ 1,172 | $ 1,197 | $ 11,075 | $ 6,586 |
Personnel | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring and other costs, net | 1,003 | 1,278 | 7,423 | 1,528 |
Facilities | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring and other costs, net | (33) | 154 | 310 | 521 |
Restructuring Subtotal | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring and other costs, net | 970 | 1,432 | 7,733 | 2,049 |
Other | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring and other costs, net | $ (202) | $ (235) | $ (3,342) | $ 4,537 |
Restructuring and Other Costs_5
Restructuring and Other Costs, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring and other costs, net | $ 1,172 | $ 1,197 | $ 11,075 | $ 6,586 |
Severance Charge | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring and other costs, net | 1,003 | 1,278 | 7,423 | 1,528 |
Facilities Closure | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring and other costs, net | (33) | 154 | 310 | 521 |
Third Party Fees | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring and other costs, net | 3,500 | 3,500 | ||
Other One-Time Gains | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring and other costs, net | $ 3,300 | $ 200 | $ 3,300 | |
Stock Based Compensation due to the Resignation of Former CEO | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring and other costs, net | 4,000 | |||
Stock Based Compensation, Net of Forfeitures, due to the Resignation of Former CEO | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring and other costs, net | $ 5,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Oct. 02, 2019 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | |
Class Of Stock [Line Items] | ||||||
Common stock reserved for issuance | 6,350,000 | |||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Increase in shares available for issuance, description | 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. | |||||
Increase in shares available for issuance expressed as percentage of number of shares of common stock outstanding | 3% | |||||
Stock-based compensation | $ 6,974 | $ 6,253 | $ 31,801 | $ 23,020 | ||
Due to the Resignation of Former CEO | ||||||
Class Of Stock [Line Items] | ||||||
Stock-based compensation | 4,000 | |||||
Due to the Resignation of Former CFO and General Counsel | ||||||
Class Of Stock [Line Items] | ||||||
Stock-based compensation | 2,400 | |||||
Net of Forfeitures, Due to the Resignation of Former CEO | ||||||
Class Of Stock [Line Items] | ||||||
Stock-based compensation | 5,000 | |||||
Net of Forfeitures, Due to the Resignation of Former CFO and General Counsel | ||||||
Class Of Stock [Line Items] | ||||||
Stock-based compensation | $ 200 | |||||
2019 Equity Incentive Plan | ||||||
Class Of Stock [Line Items] | ||||||
Common stock reserved for issuance | 5,300,000 | |||||
2019 Employee Stock Purchase Plan | ||||||
Class Of Stock [Line Items] | ||||||
Common stock reserved for issuance | 1,050,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Non-vested Restricted Stock Units (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Time-Based Restricted Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Non-vested, Shares, Beginning balance | 996,016 |
Non-vested, Shares, Granted | 2,541,420 |
Non-vested, Shares, Vested | (836,004) |
Non-vested, Shares, Forfeited | (313,943) |
Non-vested, Shares, Ending balance | 2,387,489 |
Performance-Based Restricted Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Non-vested, Shares, Beginning balance | 434,995 |
Non-vested, Shares, Granted | 1,343,484 |
Non-vested, Shares, Vested | (79,986) |
Non-vested, Shares, Forfeited | (497,660) |
Non-vested, Shares, Ending balance | 1,200,833 |
Restricted Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Non-vested, Shares, Beginning balance | 1,431,011 |
Non-vested, Shares, Granted | 3,884,904 |
Non-vested, Shares, Vested | (915,990) |
Non-vested, Shares, Forfeited | (811,603) |
Non-vested, Shares, Ending balance | 3,588,322 |
Non-vested, Shares, Expected to vest | 3,588,322 |
Non-vested, Weighted-Average Grant-Date Fair Value, Beginning balance | $ / shares | $ 62.49 |
Non-vested, Weighted-Average Grant-Date Fair Value, Granted | $ / shares | 19.96 |
Non-vested, Weighted-Average Grant-Date Fair Value, Vested | $ / shares | 57.89 |
Non-vested, Weighted-Average Grant-Date Fair Value, Forfeited | $ / shares | 42.13 |
Non-vested, Weighted-Average Grant-Date Fair Value, Ending balance | $ / shares | 32.73 |
Non-vested, Weighted-Average Grant-Date Fair Value, Expected to vest | $ / shares | $ 32.73 |
Non-vested, Weighted-Average Remaining Contractual Term (years), Expected to vest | 1 year 5 months 1 day |
Non-vested, Aggregate Intrinsic Value, Expected to vest | $ | $ 104,851 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Stock-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation | $ 6,974 | $ 6,253 | $ 31,801 | $ 23,020 |
Cost of Connected Services | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation | (42) | 97 | 329 | 440 |
Cost of Professional Services | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation | 205 | 625 | 2,370 | 2,944 |
Research and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation | 3,477 | 2,531 | 12,019 | 8,672 |
Sales and Marketing | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation | (438) | 1,239 | 2,744 | 2,083 |
General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation | 3,772 | 1,761 | 14,339 | 4,881 |
Restructuring and Other Costs, Net | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation | $ 0 | $ 0 | $ 0 | $ 4,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 9 Months Ended | |
Mar. 24, 2023 | Jun. 30, 2023 | |
Loss Contingencies [Line Items] | ||
Loss contingency, lawsuit filing date | March 24, 2023 | |
Loss contingency, statutory damages | $ 5,000 | |
Indemnification period for former officers and members of the boards of directors | 6 years | |
Bellevue, Washington Office Space | ||
Loss Contingencies [Line Items] | ||
Letter of credit as security deposit | $ 900,000 | |
Other Facility | ||
Loss Contingencies [Line Items] | ||
Letter of credit as security deposit | $ 500,000 | |
Negligent Violation | ||
Loss Contingencies [Line Items] | ||
Loss contingency, statutory damages | $ 1,000 |
Income Taxes - Components of (L
Income Taxes - Components of (Loss) Income Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
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 |
Income Taxes - Components of th
Income Taxes - Components of the Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
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 | (22.40%) | 946.50% | (21.70%) | 337.10% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Line Items] | ||||
U.S. federal statutory rates | 21% | 21% | ||
Effective income tax rate | (22.40%) | 946.50% | (21.70%) | 337.10% |
Provision for (benefit from) income taxes | $ 3,011 | $ 110,994 | $ 7,967 | $ 114,738 |
Net change in provision for income taxes | $ 108,000 | $ 106,700 | ||
Netherlands | ||||
Income Tax Disclosure [Line Items] | ||||
Deferred tax assets valuation allowance | $ 107,600 | $ 107,600 | ||
U.S. | ||||
Income Tax Disclosure [Line Items] | ||||
Research and development expenditure, maximum amortize period | 5 years | |||
Foreign | ||||
Income Tax Disclosure [Line Items] | ||||
Research and development expenditure, maximum amortize period | 15 years |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Jun. 26, 2023 | Jun. 02, 2020 | Jun. 30, 2023 | Sep. 30, 2022 | Oct. 01, 2022 | |
Debt Instrument [Line Items] | |||||
Principal | $ 302,200,000 | $ 285,938,000 | |||
Unamortized discount | 4,042,000 | 12,574,000 | |||
Deferred issuance costs | 18,756,000 | 2,990,000 | |||
Total debt | 279,402,000 | 270,374,000 | |||
Less: current portion of long-term debt | (24,700,000) | (10,938,000) | |||
Total long-term debt | $ 254,702,000 | $ 259,436,000 | $ 270,430,000 | ||
1.50% Convertible Senior Notes Due 2028 | |||||
Debt Instrument [Line Items] | |||||
Maturity date | Jul. 01, 2028 | Jul. 01, 2028 | |||
Convertible debt coupon rate | 1.50% | 1.50% | |||
Effective interest rate | 3.94% | ||||
Principal | $ 190,000,000 | $ 102,500,000 | |||
Deferred issuance costs | 2,188,000 | ||||
Total debt | 100,312,000 | ||||
Total long-term debt | $ 100,312,000 | ||||
1.50% Convertible Senior Notes Due 2025 | |||||
Debt Instrument [Line Items] | |||||
Maturity date | Jul. 01, 2028 | ||||
Convertible debt coupon rate | 1.50% | ||||
Effective interest rate | 5.77% | ||||
Principal | $ 87,500,000 | ||||
Unamortized discount | 4,042,000 | ||||
Deferred issuance costs | 15,433,000 | ||||
Total debt | $ 68,025,000 | ||||
3.00% Convertible Senior Notes Due 2025 | |||||
Debt Instrument [Line Items] | |||||
Maturity date | Jun. 01, 2025 | Jun. 01, 2025 | Jun. 01, 2025 | ||
Convertible debt coupon rate | 3% | 3% | 3% | ||
Effective interest rate | 3.35% | 6.29% | |||
Principal | $ 175,000,000 | $ 87,500,000 | $ 175,000,000 | ||
Unamortized discount | 11,264,000 | ||||
Deferred issuance costs | 1,135,000 | 2,832,000 | |||
Total debt | 86,365,000 | $ 160,904,000 | |||
Total long-term debt | $ 154,390,000 | ||||
Senior Credit Facilities | |||||
Debt Instrument [Line Items] | |||||
Maturity date | Apr. 01, 2025 | Apr. 01, 2025 | |||
Effective interest rate | 8.18% | 5.37% | |||
Principal | $ 24,700,000 | $ 110,938,000 | |||
Unamortized discount | 1,310,000 | ||||
Deferred issuance costs | 158,000 | ||||
Total debt | 24,700,000 | $ 109,470,000 | |||
Less: current portion of long-term debt | $ (24,700,000) |
Long-Term Debt - Summary of Mat
Long-Term Debt - Summary of Maturities of Borrowing Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2022 |
Debt Instrument [Line Items] | |||
2023 | $ 24,700 | ||
2024 | 0 | ||
2025 | 87,500 | ||
Thereafter | 190,000 | ||
Total before unamortized discount and issuance costs and current portion | 302,200 | ||
Less: unamortized discount and issuance costs | (22,798) | ||
Less: current portion of long-term debt | (24,700) | $ (10,938) | |
Total long-term debt | 254,702 | $ 270,430 | $ 259,436 |
Senior Facilities | |||
Debt Instrument [Line Items] | |||
2023 | 24,700 | ||
Total before unamortized discount and issuance costs and current portion | 24,700 | ||
Less: current portion of long-term debt | (24,700) | ||
2028 Notes | |||
Debt Instrument [Line Items] | |||
Thereafter | 102,500 | ||
Total before unamortized discount and issuance costs and current portion | 102,500 | ||
Less: unamortized discount and issuance costs | (2,188) | ||
Total long-term debt | 100,312 | ||
2025 Modified Notes | |||
Debt Instrument [Line Items] | |||
2025 | 87,500 | ||
Thereafter | 87,500 | ||
Total before unamortized discount and issuance costs and current portion | 175,000 | ||
Less: unamortized discount and issuance costs | (20,610) | ||
Total long-term debt | $ 154,390 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Jun. 30, 2023 USD ($) | Jun. 26, 2023 USD ($) Days $ / shares shares | Nov. 22, 2022 USD ($) | Dec. 17, 2020 | Jun. 12, 2020 USD ($) | Jun. 02, 2020 USD ($) Days $ / shares shares | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jul. 03, 2023 USD ($) | Mar. 31, 2023 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount | $ 302,200,000 | $ 302,200,000 | $ 302,200,000 | $ 285,938,000 | ||||||||||
Debt, principal amount, net | 302,200,000 | 302,200,000 | 302,200,000 | |||||||||||
Proceeds from issuance of notes | 190,000,000 | |||||||||||||
Long-Term Debt | 279,402,000 | 279,402,000 | 279,402,000 | 270,374,000 | ||||||||||
Debt unamortized issuance costs, net | 18,756,000 | 18,756,000 | 18,756,000 | 2,990,000 | ||||||||||
Payment on debt issuance costs | 16,786,000 | |||||||||||||
Loss on extinguishment of debt | (1,333,000) | |||||||||||||
Senior Credit Facilities | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount | 24,700,000 | 24,700,000 | 24,700,000 | $ 110,938,000 | ||||||||||
Debt, principal amount, net | 24,700,000 | 24,700,000 | $ 24,700,000 | |||||||||||
Debt instrument, maturity date | Apr. 01, 2025 | Apr. 01, 2025 | ||||||||||||
Long-Term Debt | 24,700,000 | 24,700,000 | $ 24,700,000 | $ 109,470,000 | ||||||||||
Debt unamortized issuance costs, net | 158,000 | |||||||||||||
Minimum liquidity | $ 75,000,000 | |||||||||||||
Debt instrument, covenant description | 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. | |||||||||||||
Amended Senior Credit Facilities | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, interest rate description | 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%. | |||||||||||||
Description of unused line fee | 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%. | |||||||||||||
Amended Senior Credit Facilities | LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, basis spread on variable rate | 0% | 0.50% | ||||||||||||
Credit Agreement Amendment Two | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Payment of refinancing fees to lender | $ 400,000 | |||||||||||||
Payment of refinancing fees to third party | $ 100,000 | |||||||||||||
Debt Instrument, interest rate description | 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. | |||||||||||||
Interest expense | 2,400,000 | $ 1,100,000 | $ 6,600,000 | $ 2,900,000 | ||||||||||
Minimum liquidity | $ 125,000,000 | |||||||||||||
Credit Agreement Amendment Two | Forecast | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maximum Capital Expenditures Amount | $ 7,500,000 | |||||||||||||
Credit Agreement Amendment Two | SOFR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, basis spread on variable rate | 0.10% | |||||||||||||
Credit Agreement Amendment Two | Base Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, basis spread on variable rate | 2% | |||||||||||||
Credit Agreement Amendment Two | SOFR plus 10 basis Point Credit Spread | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, basis spread on variable rate | 3% | |||||||||||||
Maximum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Percentage of the remaining cash flow of original instrument | 10% | |||||||||||||
Maximum | Senior Credit Facilities | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Net leverage ratio | 4.25 | |||||||||||||
Net secured leverage ratio | 3.25% | |||||||||||||
Maximum | Credit Agreement Amendment Two | Forecast | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Net secured leverage ratio | 4.25% | |||||||||||||
3.00% Convertible Senior Notes Due 2025 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount | $ 87,500,000 | $ 175,000,000 | $ 87,500,000 | $ 87,500,000 | $ 175,000,000 | |||||||||
Debt instrument, interest rate | 3% | 3% | 3% | 3% | 3% | |||||||||
Debt Instrument, option to purchase additional principal amount | $ 25,000,000 | |||||||||||||
Debt, principal amount, net | $ 175,000,000 | $ 175,000,000 | $ 175,000,000 | |||||||||||
Proceeds from issuance of notes | $ 169,800,000 | |||||||||||||
Debt instrument, maturity date | Jun. 01, 2025 | Jun. 01, 2025 | Jun. 01, 2025 | |||||||||||
Debt instrument repurchase amount | 87,500,000 | 87,500,000 | $ 87,500,000 | |||||||||||
Debt instrument, conversion initial rate | shares | 26.7271 | |||||||||||||
Debt instrument, convertible principal amount | $ 1,000 | |||||||||||||
Debt instrument, conversion price | $ / shares | $ 37.42 | |||||||||||||
Debt instrument convertible, if-converted value of the Notes less than its principal amount | 43,800,000 | |||||||||||||
Carrying amount of equity component, net of taxes and transaction costs | 0 | 0 | 0 | $ 14,400,000 | ||||||||||
Debt instrument, convertible trading days | Days | 20 | |||||||||||||
Debt instrument, convertible consecutive trading days | Days | 30 | |||||||||||||
Debt instrument, convertible conversion price percentage | 130% | |||||||||||||
Debt instrument, convertible maximum conversion price percentage | 98% | |||||||||||||
Debt instrument, redemption price percentage of principal amount | 100% | |||||||||||||
Debt instrument, sinking fund | $ 0 | |||||||||||||
Long-Term Debt | 86,365,000 | 86,365,000 | 86,365,000 | 160,904,000 | ||||||||||
Debt unamortized issuance costs, net | 1,135,000 | 1,135,000 | $ 1,135,000 | $ 2,832,000 | ||||||||||
3.00% Convertible Senior Notes Due 2025 | Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Conversion feature percentage | 10% | |||||||||||||
Debt instrument, convertible trading days | Days | 20 | |||||||||||||
Debt instrument, convertible conversion price percentage | 130% | |||||||||||||
3.00% Convertible Senior Notes Due 2025 | Additional Paid-in-Capital | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Fair value of the embedded conversion feature | $ 4,100,000 | |||||||||||||
2025 Modified Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount | $ 87,500,000 | $ 87,500,000 | $ 87,500,000 | |||||||||||
Debt instrument, interest rate | 1.50% | 1.50% | 1.50% | |||||||||||
Debt instrument, maturity date | Jul. 01, 2028 | |||||||||||||
Long-Term Debt | $ 68,025,000 | $ 68,025,000 | $ 68,025,000 | |||||||||||
Debt unamortized issuance costs, net | 15,433,000 | 15,433,000 | 15,433,000 | |||||||||||
Payment on debt issuance costs | 14,300,000 | |||||||||||||
Payment of refinancing fees to lender | 3,500,000 | 3,500,000 | 3,500,000 | |||||||||||
1.50% Convertible Senior Notes Due 2028 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount | $ 102,500,000 | $ 190,000,000 | $ 102,500,000 | $ 102,500,000 | ||||||||||
Debt instrument, interest rate | 1.50% | 1.50% | 1.50% | 1.50% | ||||||||||
Debt Instrument, option to purchase additional principal amount | $ 20,000,000 | |||||||||||||
Debt, principal amount, net | $ 102,500,000 | $ 102,500,000 | $ 102,500,000 | |||||||||||
Proceeds from issuance of notes | 173,600,000 | |||||||||||||
Debt instrument, maturity date | Jul. 01, 2028 | Jul. 01, 2028 | ||||||||||||
Debt instrument, conversion initial rate | shares | 24.5586 | |||||||||||||
Debt instrument, convertible principal amount | $ 1,000 | |||||||||||||
Debt instrument, conversion price | $ / shares | $ 40.72 | |||||||||||||
Debt instrument convertible, if-converted value of the Notes less than its principal amount | $ 28,900,000 | |||||||||||||
Debt instrument, convertible trading days | Days | 20 | |||||||||||||
Debt instrument, convertible consecutive trading days | Days | 30 | |||||||||||||
Debt instrument, convertible conversion price percentage | 130% | |||||||||||||
Debt instrument, convertible maximum conversion price percentage | 98% | |||||||||||||
Debt instrument, redemption price percentage of principal amount | 100% | |||||||||||||
Debt instrument, sinking fund | $ 0 | |||||||||||||
Long-Term Debt | 100,312,000 | 100,312,000 | 100,312,000 | |||||||||||
Debt unamortized issuance costs, net | 2,188,000 | 2,188,000 | 2,188,000 | |||||||||||
Unamortized issuance costs | 2,200,000 | 2,200,000 | 2,200,000 | |||||||||||
Debt instrument, percentage of repurchase principal amount | 100% | |||||||||||||
1.50% Convertible Senior Notes Due 2028 | Maximum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument covenants, percentage of aggregate principal amount payable. | 25% | |||||||||||||
1.50% Convertible Senior Notes Due 2028 | Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, convertible trading days | Days | 20 | |||||||||||||
Debt instrument, convertible conversion price percentage | 130% | |||||||||||||
Modified Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long-Term Debt | 154,400,000 | 154,400,000 | 154,400,000 | |||||||||||
Debt unamortized issuance costs, net | 20,600,000 | 20,600,000 | 20,600,000 | |||||||||||
Four Year Senior Secured Term Loan Facility | Senior Credit Facilities | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument term | 4 years | |||||||||||||
Credit facility maximum borrowing capacity | $ 125,000,000 | |||||||||||||
Net proceeds from issuance of credit facility | 123,000,000 | |||||||||||||
Four Year Senior Secured Term Loan Facility | Amended Senior Credit Facilities | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument periodic payments equivalent percentage of annual amount on original principal amount during first two years | 1.25% | |||||||||||||
Debt instrument periodic payments equivalent percentage of annual amount on original principal amount after two years | 2.50% | |||||||||||||
Senior Secured First-lien Revolving Credit Facility | Senior Credit Facilities | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount | $ 24,700,000 | $ 24,700,000 | 24,700,000 | |||||||||||
Credit facility maximum borrowing capacity | $ 50,000,000 | |||||||||||||
Extinguishment of debt | 104,900,000 | |||||||||||||
Loss on extinguishment of debt | 1,300,000 | |||||||||||||
Debt repayment cost | $ 106,300,000 | |||||||||||||
Net Leverage Ratio Greater Than 3.00 | Amended Senior Credit Facilities | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Net leverage ratio | 3 | |||||||||||||
Debt Instrument, basis spread on variable rate | 3% | |||||||||||||
Unused line fee percentage | 50% | |||||||||||||
Net Leverage Ratio Greater Than 3.00 | Amended Senior Credit Facilities | Base Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, basis spread on variable rate | 2% | |||||||||||||
Net Leverage Ratio Greater Than 3.00 | Amended Senior Credit Facilities | LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Net leverage ratio | 3 | |||||||||||||
Net Leverage Ratio Greater Than 3.00 | Credit Agreement Amendment Two | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Net leverage ratio | 3 | |||||||||||||
Net Leverage Ratio Greater Than 3.00 | Credit Agreement Amendment Two | SOFR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, basis spread on variable rate | 0.10% | |||||||||||||
Net Leverage Ratio Greater Than 3.00 | Credit Agreement Amendment Two | Base Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, basis spread on variable rate | 2% | |||||||||||||
Net Leverage Ratio Greater Than 3.00 | Credit Agreement Amendment Two | SOFR plus 10 basis Point Credit Spread | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, basis spread on variable rate | 3% | |||||||||||||
Net Leverage Ratio Less Than or Equal to 3.00 but Greater Than 2.50 | Amended Senior Credit Facilities | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Unused line fee percentage | 45% | |||||||||||||
Net Leverage Ratio Less Than or Equal to 3.00 but Greater Than 2.50 | Amended Senior Credit Facilities | Base Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, basis spread on variable rate | 1.75% | |||||||||||||
Net Leverage Ratio Less Than or Equal to 3.00 but Greater Than 2.50 | Amended Senior Credit Facilities | LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, basis spread on variable rate | 2.75% | |||||||||||||
Net Leverage Ratio Less Than or Equal to 3.00 but Greater Than 2.50 | Credit Agreement Amendment Two | SOFR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, basis spread on variable rate | 0.10% | |||||||||||||
Net Leverage Ratio Less Than or Equal to 3.00 but Greater Than 2.50 | Credit Agreement Amendment Two | Base Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, basis spread on variable rate | 1.75% | |||||||||||||
Net Leverage Ratio Less Than or Equal to 3.00 but Greater Than 2.50 | Credit Agreement Amendment Two | SOFR plus 10 basis Point Credit Spread | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, basis spread on variable rate | 2.75% | |||||||||||||
Net Leverage Ratio Less Than or Equal to 3.00 but Greater Than 2.50 | Maximum | Amended Senior Credit Facilities | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Net leverage ratio | 3 | |||||||||||||
Net Leverage Ratio Less Than or Equal to 3.00 but Greater Than 2.50 | Maximum | Credit Agreement Amendment Two | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Net leverage ratio | 3 | |||||||||||||
Net Leverage Ratio Less Than or Equal to 3.00 but Greater Than 2.50 | Minimum | Amended Senior Credit Facilities | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Net leverage ratio | 2.50 | |||||||||||||
Net Leverage Ratio Less Than or Equal to 3.00 but Greater Than 2.50 | Minimum | Credit Agreement Amendment Two | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Net leverage ratio | 2.5 | |||||||||||||
Net Leverage Ratio Less Than or Equal to 2.50 but Greater Than 2.00 | Amended Senior Credit Facilities | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Unused line fee percentage | 40% | |||||||||||||
Net Leverage Ratio Less Than or Equal to 2.50 but Greater Than 2.00 | Amended Senior Credit Facilities | Base Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, basis spread on variable rate | 1.50% | |||||||||||||
Net Leverage Ratio Less Than or Equal to 2.50 but Greater Than 2.00 | Amended Senior Credit Facilities | LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, basis spread on variable rate | 2.50% | |||||||||||||
Net Leverage Ratio Less Than or Equal to 2.50 but Greater Than 2.00 | Credit Agreement Amendment Two | SOFR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, basis spread on variable rate | 0.10% | |||||||||||||
Net Leverage Ratio Less Than or Equal to 2.50 but Greater Than 2.00 | Credit Agreement Amendment Two | Base Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, basis spread on variable rate | 1.50% | |||||||||||||
Net Leverage Ratio Less Than or Equal to 2.50 but Greater Than 2.00 | Credit Agreement Amendment Two | SOFR plus 10 basis Point Credit Spread | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, basis spread on variable rate | 2.50% | |||||||||||||
Net Leverage Ratio Less Than or Equal to 2.50 but Greater Than 2.00 | Maximum | Amended Senior Credit Facilities | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Net leverage ratio | 2.50 | |||||||||||||
Net Leverage Ratio Less Than or Equal to 2.50 but Greater Than 2.00 | Maximum | Credit Agreement Amendment Two | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Net leverage ratio | 2.5 | |||||||||||||
Net Leverage Ratio Less Than or Equal to 2.50 but Greater Than 2.00 | Minimum | Amended Senior Credit Facilities | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Net leverage ratio | 2 | |||||||||||||
Net Leverage Ratio Less Than or Equal to 2.50 but Greater Than 2.00 | Minimum | Credit Agreement Amendment Two | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Net leverage ratio | 2 | |||||||||||||
Net Leverage Ratio Less Than or Equal to 2.00 but Greater Than 1.50 | Amended Senior Credit Facilities | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Unused line fee percentage | 35% | |||||||||||||
Net Leverage Ratio Less Than or Equal to 2.00 but Greater Than 1.50 | Amended Senior Credit Facilities | Base Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, basis spread on variable rate | 1.25% | |||||||||||||
Net Leverage Ratio Less Than or Equal to 2.00 but Greater Than 1.50 | Amended Senior Credit Facilities | LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, basis spread on variable rate | 2.25% | |||||||||||||
Net Leverage Ratio Less Than or Equal to 2.00 but Greater Than 1.50 | Credit Agreement Amendment Two | SOFR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, basis spread on variable rate | 0.10% | |||||||||||||
Net Leverage Ratio Less Than or Equal to 2.00 but Greater Than 1.50 | Credit Agreement Amendment Two | Base Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, basis spread on variable rate | 1.25% | |||||||||||||
Net Leverage Ratio Less Than or Equal to 2.00 but Greater Than 1.50 | Credit Agreement Amendment Two | SOFR plus 10 basis Point Credit Spread | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, basis spread on variable rate | 2.25% | |||||||||||||
Net Leverage Ratio Less Than or Equal to 2.00 but Greater Than 1.50 | Maximum | Amended Senior Credit Facilities | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Net leverage ratio | 2 | |||||||||||||
Net Leverage Ratio Less Than or Equal to 2.00 but Greater Than 1.50 | Maximum | Credit Agreement Amendment Two | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Net leverage ratio | 2 | |||||||||||||
Net Leverage Ratio Less Than or Equal to 2.00 but Greater Than 1.50 | Minimum | Amended Senior Credit Facilities | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Net leverage ratio | 1.50 | |||||||||||||
Net Leverage Ratio Less Than or Equal to 2.00 but Greater Than 1.50 | Minimum | Credit Agreement Amendment Two | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Net leverage ratio | 1.5 | |||||||||||||
Net Leverage Ratio Less Than or Equal to 1.50 | Amended Senior Credit Facilities | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Net leverage ratio | 1.50 | |||||||||||||
Unused line fee percentage | 30% | |||||||||||||
Net Leverage Ratio Less Than or Equal to 1.50 | Amended Senior Credit Facilities | Base Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, basis spread on variable rate | 1% | |||||||||||||
Net Leverage Ratio Less Than or Equal to 1.50 | Amended Senior Credit Facilities | LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, basis spread on variable rate | 2.20% | |||||||||||||
Net Leverage Ratio Less Than or Equal to 1.50 | Credit Agreement Amendment Two | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Net leverage ratio | 1.5 | |||||||||||||
Net Leverage Ratio Less Than or Equal to 1.50 | Credit Agreement Amendment Two | SOFR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, basis spread on variable rate | 0.10% | |||||||||||||
Net Leverage Ratio Less Than or Equal to 1.50 | Credit Agreement Amendment Two | Base Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, basis spread on variable rate | 1% | |||||||||||||
Net Leverage Ratio Less Than or Equal to 1.50 | Credit Agreement Amendment Two | SOFR plus 10 basis Point Credit Spread | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, basis spread on variable rate | 2.20% |
Long-Term Debt - Schedule of In
Long-Term Debt - Schedule of Interest Expense Related to Notes (Details) - 2028 and 2025 Notes - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||||
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 |