Cover
Cover - shares | 9 Months Ended | |
Jun. 30, 2022 | Sep. 30, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-35231 | |
Entity Registrant Name | MITEK SYSTEMS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-0418827 | |
Entity Address, Address Line One | 600 B Street, Suite 100 | |
Entity Address, City or Town | San Diego, | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92101 | |
City Area Code | 619 | |
Local Phone Number | 269-6800 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | MITK | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 44,680,429 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0000807863 | |
Current Fiscal Year End Date | --09-30 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2022 | Sep. 30, 2021 | |
Current assets: | |||
Cash and cash equivalents | $ 21,543 | $ 30,312 | |
Short-term investments | 49,531 | 149,057 | |
Accounts receivable, net | 29,618 | 16,602 | |
Contract assets | 5,125 | 4,080 | |
Prepaid expenses | 3,078 | 1,920 | |
Other current assets | 3,194 | 2,085 | |
Total current assets | 112,089 | 204,056 | |
Long-term investments | 19,534 | 48,051 | |
Property and equipment, net | 3,802 | 3,671 | |
Right-of-use assets | 5,484 | 7,056 | |
Intangible assets, net | 85,743 | 28,734 | |
Goodwill | 127,992 | 63,096 | |
Deferred income tax assets | 12,993 | 10,511 | |
Convertible senior notes hedge | 0 | 48,208 | |
Other non-current assets | 6,959 | 6,310 | |
Total assets | 374,596 | 419,693 | |
Current liabilities: | |||
Accounts payable | 3,981 | 2,507 | |
Accrued payroll and related taxes | 10,276 | 11,776 | |
Accrued liabilities | [1] | 4,432 | 480 |
Deferred revenue, current portion | 13,220 | 10,381 | |
Lease liabilities, current portion | 1,902 | 1,943 | |
Acquisition-related contingent consideration | 4,980 | 11,050 | |
Restructuring accrual | 1,807 | 0 | |
Income taxes payable | [1] | 1,332 | 0 |
Other current liabilities | [1] | 1,858 | 1,072 |
Total current liabilities | 43,788 | 39,209 | |
Convertible senior notes | 126,157 | 120,918 | |
Embedded conversion derivative | 0 | 48,208 | |
Deferred revenue, non-current portion | 1,409 | 955 | |
Lease liabilities, non-current portion | 4,776 | 6,588 | |
Deferred income tax liabilities, non current portion | 19,227 | 4,117 | |
Other non-current liabilities | 1,923 | 6,868 | |
Total liabilities | 197,280 | 226,863 | |
Commitments and contingencies (Note 10) | |||
Stockholders’ equity: | |||
Preferred stock, $0.001 par value, 1,000,000 shares authorized, none issued and outstanding | 0 | 0 | |
Common stock, $0.001 par value, 120,000,000 and 60,000,000 shares authorized, 44,396,263 and 44,168,745 issued and outstanding, as of June 30, 2022 and September 30, 2021, respectively | 44 | 44 | |
Additional paid-in capital | 211,212 | 199,935 | |
Accumulated other comprehensive loss | (17,856) | (943) | |
Accumulated deficit | (16,084) | (6,066) | |
Treasury stock, at cost, no shares and 7,773 shares as of June 30, 2022 and September 30, 2021, respectively | 0 | (140) | |
Total stockholders’ equity | 177,316 | 192,830 | |
Total liabilities and stockholders’ equity | $ 374,596 | $ 419,693 | |
[1]September 30, 2021 consolidated balance sheet reflects reclassifications to conform to the current year presentation. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Sep. 30, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 120,000,000 | 60,000,000 |
Common stock, shares issued (in shares) | 44,396,263 | 44,168,745 |
Common stock, shares outstanding (in shares) | 44,396,263 | 44,168,745 |
Treasury stock, at cost (in shares) | 0 | 7,773 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue | ||||
Total revenue | $ 39,333 | $ 31,778 | $ 106,520 | $ 86,526 |
Operating costs and expenses | ||||
Selling and marketing | 11,216 | 8,133 | 28,859 | 24,048 |
Research and development | 9,614 | 6,946 | 25,457 | 19,801 |
General and administrative | 6,589 | 5,633 | 18,626 | 16,409 |
Amortization and acquisition-related costs | 3,283 | 2,224 | 9,947 | 5,576 |
Restructuring costs | 1,807 | 0 | 1,807 | 0 |
Total operating costs and expenses | 37,090 | 26,346 | 95,943 | 77,174 |
Operating income | 2,243 | 5,432 | 10,577 | 9,352 |
Interest expense | 2,077 | 2,223 | 6,125 | 3,543 |
Other income (expense), net | 89 | 80 | (8) | 549 |
Income before income taxes | 255 | 3,289 | 4,444 | 6,358 |
Income tax benefit (provision) | 556 | (304) | 504 | (187) |
Net income | $ 811 | $ 2,985 | $ 4,948 | $ 6,171 |
Net income per share – basic (in dollars per share) | $ 0.02 | $ 0.07 | $ 0.11 | $ 0.14 |
Net income per share - diluted (in dollars per share) | $ 0.02 | $ 0.07 | $ 0.11 | $ 0.14 |
Shares used in calculating net income per share – basic (in shares) | 44,669 | 43,773 | 44,721 | 43,145 |
Shares used in calculating net income per share – diluted (in shares) | 45,224 | 45,194 | 45,793 | 44,646 |
Comprehensive income (loss) | ||||
Net income | $ 811 | $ 2,985 | $ 4,948 | $ 6,171 |
Foreign currency translation adjustment | (13,595) | 747 | (16,724) | 859 |
Unrealized gain (loss) on investments | 909 | 11 | (189) | (175) |
Comprehensive income (loss) | (11,875) | 3,743 | (11,965) | 6,855 |
Software and hardware | ||||
Revenue | ||||
Total revenue | 19,820 | 16,973 | 54,545 | 42,288 |
Operating costs and expenses | ||||
Cost of revenue | 508 | 293 | 1,196 | 2,208 |
Services and other | ||||
Revenue | ||||
Total revenue | 19,513 | 14,805 | 51,975 | 44,238 |
Operating costs and expenses | ||||
Cost of revenue | $ 4,073 | $ 3,117 | $ 10,051 | $ 9,132 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Common Stock, Beginning Balance (in shares) at Sep. 30, 2020 | 41,780,000 | |||||
Beginning Balance at Sep. 30, 2020 | $ 132,243,000 | $ 42,000 | $ 146,518,000 | $ (13,994,000) | $ (323,000) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options (in shares) | 287,000 | |||||
Exercise of stock options | 2,198,000 | 2,198,000 | ||||
Settlement of restricted stock units (in shares) | 1,008,000 | |||||
Settlement of restricted stock units | 0 | $ 1,000 | (1,000) | |||
Issuance of common stock under employee stock purchase plan (in shares) | 77,000 | |||||
Issuance of common stock under employee stock purchase plan | 794,000 | 794,000 | ||||
Acquisition-related shares issued (in shares) | 867,000 | |||||
Acquisition-related shares issued | 13,943,000 | $ 1,000 | 13,942,000 | |||
Stock-based compensation expense | 8,582,000 | 8,582,000 | ||||
Sale of convertible senior notes warrants | 23,909,000 | 23,909,000 | ||||
Net income | 6,171,000 | 6,171,000 | ||||
Components of other comprehensive income (loss): | ||||||
Currency translation adjustment | 859,000 | 859,000 | ||||
Change in unrealized gain (loss) on investments | (175,000) | (175,000) | ||||
Common Stock, Ending Balance (in shares) at Jun. 30, 2021 | 44,019,000 | |||||
Ending Balance at Jun. 30, 2021 | 188,524,000 | $ 44,000 | 195,942,000 | (7,823,000) | 361,000 | |
Common Stock, Beginning Balance (in shares) at Mar. 31, 2021 | 43,052,000 | |||||
Beginning Balance at Mar. 31, 2021 | 167,729,000 | $ 43,000 | 178,891,000 | (10,808,000) | (397,000) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options (in shares) | 27,000 | |||||
Exercise of stock options | 241,000 | 241,000 | ||||
Settlement of restricted stock units (in shares) | 73,000 | |||||
Settlement of restricted stock units | 0 | |||||
Acquisition-related shares issued (in shares) | 867,000 | |||||
Acquisition-related shares issued | 13,944,000 | $ 1,000 | 13,943,000 | |||
Stock-based compensation expense | 2,867,000 | 2,867,000 | ||||
Net income | 2,985,000 | 2,985,000 | ||||
Components of other comprehensive income (loss): | ||||||
Currency translation adjustment | 747,000 | 747,000 | ||||
Change in unrealized gain (loss) on investments | 11,000 | 11,000 | ||||
Common Stock, Ending Balance (in shares) at Jun. 30, 2021 | 44,019,000 | |||||
Ending Balance at Jun. 30, 2021 | $ 188,524,000 | $ 44,000 | 195,942,000 | (7,823,000) | 361,000 | |
Common Stock, Beginning Balance (in shares) at Sep. 30, 2021 | 44,168,745 | 44,169,000 | ||||
Treasury Stock, Beginning Balance (in shares) at Sep. 30, 2021 | (8,000) | |||||
Beginning Balance at Sep. 30, 2021 | $ 192,830,000 | $ 44,000 | 199,935,000 | $ (140,000) | (6,066,000) | (943,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options (in shares) | 35,625 | 35,000 | ||||
Exercise of stock options | $ 239,000 | 239,000 | ||||
Settlement of restricted stock units (in shares) | 1,015,000 | |||||
Settlement of restricted stock units | 0 | $ 1,000 | (1,000) | |||
Issuance of common stock under employee stock purchase plan (in shares) | 71,000 | |||||
Issuance of common stock under employee stock purchase plan | 923,000 | 923,000 | ||||
Stock-based compensation expense | 10,117,000 | 10,117,000 | ||||
Repurchases and retirement of common stock (in shares) | (894,000) | (8,000) | ||||
Repurchases and retirement of common stock | (14,828,000) | $ (1,000) | (1,000) | $ 140,000 | (14,966,000) | |
Net income | 4,948,000 | 4,948,000 | ||||
Components of other comprehensive income (loss): | ||||||
Currency translation adjustment | (16,724,000) | (16,724,000) | ||||
Change in unrealized gain (loss) on investments | $ (189,000) | (189,000) | ||||
Common Stock, Ending Balance (in shares) at Jun. 30, 2022 | 44,396,263 | 44,396,000 | ||||
Treasury Stock, Ending Balance (in shares) at Jun. 30, 2022 | 0 | |||||
Ending Balance at Jun. 30, 2022 | $ 177,316,000 | $ 44,000 | 211,212,000 | $ 0 | (16,084,000) | (17,856,000) |
Common Stock, Beginning Balance (in shares) at Mar. 31, 2022 | 44,344,000 | |||||
Beginning Balance at Mar. 31, 2022 | 185,470,000 | $ 44,000 | 207,491,000 | (16,895,000) | (5,170,000) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options (in shares) | 10,000 | |||||
Exercise of stock options | 33,000 | 33,000 | ||||
Settlement of restricted stock units (in shares) | 42,000 | |||||
Settlement of restricted stock units | 0 | |||||
Stock-based compensation expense | 3,688,000 | 3,688,000 | ||||
Net income | 811,000 | 811,000 | ||||
Components of other comprehensive income (loss): | ||||||
Currency translation adjustment | (13,595,000) | (13,595,000) | ||||
Change in unrealized gain (loss) on investments | $ 909,000 | 909,000 | ||||
Common Stock, Ending Balance (in shares) at Jun. 30, 2022 | 44,396,263 | 44,396,000 | ||||
Treasury Stock, Ending Balance (in shares) at Jun. 30, 2022 | 0 | |||||
Ending Balance at Jun. 30, 2022 | $ 177,316,000 | $ 44,000 | $ 211,212,000 | $ 0 | $ (16,084,000) | $ (17,856,000) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Operating activities: | ||
Net income | $ 4,948 | $ 6,171 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Stock-based compensation expense | 10,117 | 8,582 |
Amortization of intangible assets | 9,176 | 5,241 |
Depreciation and amortization | 1,064 | 1,120 |
Amortization of investment premiums & other | 1,348 | 774 |
Accretion and amortization on debt securities | 5,239 | 3,080 |
Net changes in estimated fair value of acquisition-related contingent consideration | (2,198) | 0 |
Deferred taxes | (1,141) | (263) |
Changes in assets and liabilities, net of acquisitions: | ||
Accounts receivable | (12,298) | (2,681) |
Contract assets | (1,737) | 2,326 |
Other assets | (1,090) | (1,468) |
Accounts payable | 1,147 | (1,397) |
Accrued payroll and related taxes | (2,643) | 428 |
Deferred revenue | 1,077 | 2,928 |
Restructuring accrual | 1,900 | 0 |
Other liabilities | 1,104 | 175 |
Net cash provided by operating activities | 16,013 | 25,016 |
Investing activities: | ||
Purchases of investments | (47,818) | (186,444) |
Sales and maturities of investments | 173,198 | 52,536 |
Acquisitions, net of cash acquired | (126,607) | (12,549) |
Purchases of property and equipment | (929) | (966) |
Net cash used in investing activities | (2,156) | (147,423) |
Financing activities: | ||
Proceeds from the issuance of convertible senior notes | 0 | 155,250 |
Payment for convertible senior notes issuance costs | 0 | (5,513) |
Purchase of 2026 convertible senior notes hedge | 0 | (33,192) |
Proceeds from issuance of convertible senior notes warrants | 0 | 23,909 |
Proceeds from the issuance of equity plan common stock | 1,162 | 2,992 |
Repurchases and retirements of common stock | (14,828) | 0 |
Payment of acquisition-related contingent consideration | (6,770) | (783) |
Loans made to non-executive employees | (1,041) | 0 |
Proceeds from other borrowings | 0 | 251 |
Principal payments on other borrowings | (36) | (68) |
Net cash provided by (used in) financing activities | (21,513) | 142,846 |
Foreign currency effect on cash and cash equivalents | (1,113) | 124 |
Net increase (decrease) in cash and cash equivalents | (8,769) | 20,563 |
Cash and cash equivalents at beginning of period | 30,312 | 19,986 |
Cash and cash equivalents at end of period | 21,543 | 40,549 |
Supplemental disclosures of cash flow information: | ||
Issuance of common stock for acquisition-related contingent consideration | 2,722 | 0 |
Cash paid for interest | 597 | 0 |
Cash paid for income taxes | 819 | 556 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Reclassification of convertible senior notes hedge and embedded conversion derivative to additional paid-in capital | 42,821 | 0 |
Unrealized holding loss on available for sale investments | $ (189) | $ (175) |
Nature of Operations and Summar
Nature of Operations and Summary of Significant Accounting Policies | 9 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations Mitek Systems, Inc. (“Mitek” or the “Company”) is a leading innovator of mobile image capture and digital identity verification solutions. Our solutions are embedded in native mobile apps and web browsers to facilitate digital consumer experiences. Mitek’s identity verification and authentication technologies and services make it possible for banks, financial services organizations and the world’s leading marketplace and sharing platforms to verify an individual’s identity during digital transactions, allowing them to reduce risk and meet regulatory requirements. Our advanced mobile deposit system enables secure, fast and convenient deposit services. Thousands of organizations use Mitek solutions to optimize the security of mobile check deposits, new account openings and more. To ensure a high level of security against evolving digital fraud threats, in May 2021, Mitek acquired ID R&D, Inc. (“ID R&D”), an award-winning provider of artificial intelligence-based voice and face biometrics and liveness detection. With a strong research and development team, ID R&D consistently delivers innovative, best-in-class biometric capabilities that raise the bar on usability and performance. In March 2022, Mitek acquired HooYu Ltd. (“HooYu”), a leading KYC technology provider in the United Kingdom. The acquisition helps to ensure businesses know the true identity of their customers by linking biometric verification with real-time bureau and sanction database checks. Mitek markets and sells its products and services worldwide through internal, direct sales teams located in the U.S., Europe, and Latin America as well as through channel partners. Our channel partners are financial services technology providers and identity verification providers. These partners integrate our products into their solutions to meet the needs of their customers. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements of the Company as of June 30, 2022 have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and, accordingly, they do not include all information and footnote disclosures required by accounting principles generally accepted in the U.S. (“GAAP”). The Company believes the footnotes and other disclosures made in the financial statements are adequate for a fair presentation of the results of the interim periods presented. The financial statements include all adjustments (solely of a normal recurring nature) which are, in the opinion of management, necessary to make the information presented not misleading. You should read these financial statements and the accompanying notes in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021, filed with the U.S. Securities and Exchange Commission (“SEC”) on December 13, 2021. Results for the nine months ended June 30, 2022 are not necessarily indicative of results for any other interim period or for a full fiscal year. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Foreign Currency The Company has foreign subsidiaries that operate and sell products and services in various countries and jurisdictions around the world. As a result, the Company is exposed to foreign currency exchange risks. For those subsidiaries whose functional currency is not the U.S. dollar, assets and liabilities are translated into U.S. dollars equivalents at the exchange rate in effect on the balance sheet date and revenues and expenses are translated into U.S. dollars using the average exchange rate over the period. Resulting currency translation adjustments are recorded in accumulated other comprehensive loss in the consolidated balance sheets. The Company recorded a net loss resulting from foreign exchange translation of $13.6 million and a net gain of $0.7 million for the three months ended June 30, 2022 and 2021, respectively. The Company recorded a net loss resulting from foreign exchange translation of $16.7 million and net gain of $0.9 million for the nine months ended June 30, 2022 and 2021, respectively. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, deferred taxes, and related disclosure of contingent assets and liabilities. On an ongoing basis, management reviews its estimates based upon currently available information. Actual results could differ materially from those estimates. These estimates include, but are not limited to, assessing the collectability of accounts receivable, estimation of the value of stock-based compensation awards, fair value of assets and liabilities acquired, impairment of goodwill, useful lives of intangible assets, fair value of debt derivatives, standalone selling price related to revenue recognition, contingent consideration, and income taxes. Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers , and its related amendments (collectively known as “ASC 606”). ASC 606 outlines a single comprehensive model to be used in accounting for revenue arising from contracts with customers. The core principle, involving a five-step process, of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company generates revenue primarily from the delivery of licenses and related services to customers (for both on-premise and software as a service (“SaaS”) products), as well as the delivery of hardware and professional services. Revenue is measured based on consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer which may be at a point in time or over time. Contract Assets and Liabilities The Company recognizes revenue when control of the license is transferred to the customer. The Company records a contract asset when the revenue is recognized prior to the date payments become due. Contract assets that are expected to be paid within one year are recorded in current assets on the consolidated balance sheets. All other contract assets are recorded in other non-current assets in the consolidated balance sheet. Contract liabilities consist of deferred revenue. When the performance obligation is expected to be fulfilled within one year, the deferred revenue is recorded in current liabilities in the consolidated balance sheet. When the performance obligation is expected to be fulfilled beyond one year, the deferred revenue is recorded in non-current liabilities in the consolidated balance sheet. The Company reports net contract asset or liability positions on a customer-by-customer basis at the end of each reporting period. Contract Costs The Company incurs incremental costs to obtain a contract, consisting primarily of sales commissions incurred only if a contract is obtained. When the commission rate for a customer renewal is not commensurate with the commission rate for a new contract, the commission is capitalized if expected to be recovered. Such costs are capitalized and amortized using a portfolio approach consistent with the pattern of transfer of the good or service to which the asset relates. Contract costs are recorded in other current and non-current assets in the consolidated balance sheets. Net Income Per Share The Company calculates net income per share in accordance with FASB ASC Topic 260, Earnings per Share . Basic net income per share is based on the weighted-average number of common shares outstanding during the period. Diluted net income per share also gives effect to all potentially dilutive securities outstanding during the period, such as restricted stock units (“RSUs”), stock options, and shares issued under the Company’s Employee Stock Purchase Plan (“ESPP”), and convertible senior notes and warrants, if dilutive. In a period with a net loss position, potentially dilutive securities are not included in the computation of diluted net loss per share because to do so would be antidilutive, and the number of shares used to calculate basic and diluted net loss per share is the same. For the three and nine months ended June 30, 2022 and 2021, the following potentially dilutive common shares were excluded from the calculation of net income per share, as they would have been antidilutive ( amounts in thousands ): Three Months Ended June 30, Nine Months Ended June 30, 2022 2021 2022 2021 Stock options 540 524 484 593 RSUs 853 1,248 861 1,177 ESPP common stock equivalents 148 73 36 27 Performance options 678 263 550 224 Performance RSUs 492 98 279 109 Convertible senior notes 7,448 7,448 7,448 3,983 Warrants 7,448 7,448 7,448 3,983 Total potentially dilutive common shares outstanding 17,607 17,102 17,106 10,096 The calculation of basic and diluted net income per share is as follows ( amounts in thousands, except per share data) : Three Months Ended June 30, Nine Months Ended June 30, 2022 2021 2022 2021 Net income $ 811 $ 2,985 $ 4,948 $ 6,171 Weighted-average shares outstanding—basic 44,669 43,773 44,721 43,145 Common stock equivalents 555 1,421 1,072 1,501 Weighted-average shares outstanding—diluted 45,224 45,194 45,793 44,646 Net income per share: Basic $ 0.02 $ 0.07 $ 0.11 $ 0.14 Diluted $ 0.02 $ 0.07 $ 0.11 $ 0.14 Investments Investments consist of corporate notes and bonds, commercial paper, U.S. Treasury securities, and asset-backed securities. The Company classifies investments as available-for-sale at the time of purchase and reevaluates such classification as of each balance sheet date. All investments are recorded at estimated fair value. Unrealized gains and losses for available-for-sale securities are included in accumulated other comprehensive loss, a component of stockholders’ equity. The Company evaluates its investments to assess whether those with unrealized loss positions are other-than-temporarily impaired. Impairments are considered to be other-than-temporary if they are related to deterioration in credit risk or if it is likely that the Company will sell the securities before the recovery of its cost basis. Realized gains and losses and declines in value judged to be other-than-temporary are determined based on the specific identification method and are reported in other income (expense), net in the consolidated statements of operations and comprehensive income (loss). No other-than-temporary impairment charges were recognized in the three and nine months ended June 30, 2022 and 2021. All investments whose maturity or sale is expected within one year are classified as “current” on the consolidated balance sheets. All other securities are classified as “long-term” on the consolidated balance sheets. Convertible Senior Notes Hedge and Embedded Conversion Derivative In February 2021, the Company issued $155.3 million aggregate principal amount of 0.75% convertible notes due 2026 (the “2026 Notes”). Concurrently with the issuance of the 2026 Notes, the Company entered into privately-negotiated convertible senior note hedge (the “Notes Hedge”) and warrant transactions (the “Warrant Transactions”) which, in combination, are intended to reduce the potential dilution from the conversion of the 2026 Notes. Prior to the Company increasing the number of authorized shares of its common stock, par value $0.001 per share (“Common Stock”), the Company could not elect to issue shares of its Common Stock upon settlement of the 2026 Notes due to insufficient authorized share capital. As a result, the embedded conversion option (the “embedded conversion derivative”) was accounted for as a derivative liability and the Notes Hedge as a derivative asset with the resulting gain (or loss) reported in other income, net, in the consolidated statement of operations to the extent the valuation changed from the date of issuance of the 2026 Notes. The Company increased its authorized shares of Common Stock in the second quarter of fiscal 2022 and as such can issue shares of its Common Stock upon settlement of the 2026 Notes. As a result, the embedded conversion option (the “embedded conversion derivative”) and the Notes Hedge are now recorded in additional paid-in-capital in the consolidated balance sheet and are not remeasured as long as they continue to meet the conditions for equity classification. The Warrant Transactions were recorded in additional paid-in-capital in the consolidated balance sheet and are not remeasured as long as they continue to meet the conditions for equity classification. See Note 9. “Convertible Senior Notes” of the consolidated financial statements for additional information related to these transactions. Accounts Receivable and Allowance for Credit Losses Trade accounts receivable are recorded at the net invoice value and are not interest bearing. The Company considers receivables past due based on the contractual payment terms. The Company calculates expected credit losses for its trade accounts receivable and contract assets. Expected credit losses include losses expected based on known credit issues with certain customers as well as a general expected credit loss allowance based on relevant information, including historical loss rates, current conditions, and reasonable economic forecasts that affect collectability. The Company updates its allowance for credit losses on a quarterly basis with changes in the allowance recognized in income from operations. The Company had $29,000 of recoveries and no write-offs to the allowance for doubtful accounts for the three months ended June 30, 2022 and 2021, respectively. The Company had $21,000 and $35,000 of write-offs to the allowance for doubtful accounts for the nine months ended June 30, 2022 and 2021, respectively. The Company maintained an allowance for doubtful accounts of $0.5 million as of June 30, 2022 and $0.4 million as of September 30, 2021. Capitalized Software Development Costs Costs related to software acquired, developed, or modified solely to meet our internal requirements, with no substantive plans to market such software at the time of development, are capitalized. Costs incurred during the preliminary planning and evaluation stage of the project and during the post-implementation operational stage are expensed as incurred. Costs incurred during the application development stage of the project are capitalized. The Company defines the design, configuration, and coding process as the application development stage. The Company capitalized $0.2 million of costs related to computer software developed for internal use during each of the three months ended June 30, 2022 and 2021. The Company capitalized $0.6 million of costs related to computer software developed for internal use during each of the nine months ended June 30, 2022 and 2021. The Company had $0.1 million in amortization expense from internal use software during each of the three months ended June 30, 2022 and 2021. The Company had $0.2 million and $0.3 million in amortization expense from internal use software during the nine months ended June 30, 2022 and 2021, respectively. Goodwill and Purchased Intangible Assets The Company’s goodwill and intangible assets resulted from prior acquisitions. Goodwill and intangible assets with indefinite useful lives are not amortized, but are tested for impairment at least annually or as circumstances indicate that their value may no longer be recoverable. In accordance with ASC Topic 350, Intangibles—Goodwill and Other (“ASC 350”), the Company reviews its goodwill and indefinite-lived intangible assets for impairment at least annually in its fiscal fourth quarter and more frequently if events or changes in circumstances occur that indicate a potential reduction in the fair value of its reporting unit and/or its indefinite-lived intangible asset below their respective carrying values. Examples of such events or circumstances include: a significant adverse change in legal factors or in the business climate, a significant decline in the Company’s stock price, a significant decline in the Company’s projected revenue or cash flows, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, or the presence of other indicators that would indicate a reduction in the fair value of a reporting unit. No such events or circumstances have occurred since the last impairment assessment was performed. The Company’s goodwill is considered to be impaired if management determines that the carrying value of the reporting unit to which the goodwill has been assigned exceeds management’s estimate of its fair value. Based on the guidance provided by ASC 350 and ASC Topic 280, Segment Reporting , management has determined that the Company operates in one segment and consists of one reporting unit given the similarities in economic characteristics between its operations and the common nature of its products, services and customers. Because the Company has only one reporting unit, and because the Company is publicly traded, the Company determines the fair value of the reporting unit based on the market price of its common stock as it believes this represents the best evidence of fair value. In the fourth quarter of the fiscal year ended September 30, 2021, management completed its annual goodwill impairment test and concluded that the Company’s goodwill was not impaired. The Company’s conclusion that goodwill was not impaired was based on a comparison of its net assets to its market capitalization. There was no impairment of goodwill during the three and nine months ended June 30, 2022 and 2021. Because the Company determines the fair value of its reporting unit based on its market capitalization, the Company’s future reviews of goodwill for impairment may be impacted by changes in the price of the Common Stock. For example, a significant decline in the price of the Common Stock may cause the fair value of its goodwill to fall below its carrying value. Therefore, the Company cannot assure that when it completes its future reviews of goodwill for impairment a material impairment charge will not be recorded. Intangible assets are amortized over their useful lives. Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. The carrying amounts of these assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate. The carrying amount of such assets is reduced to fair value if the undiscounted cash flows used in the test for recoverability are less than the carrying amount of such assets. No impairment charge related to the impairment of intangible assets was recorded during the nine months ended June 30, 2022 and 2021. Other Borrowings The Company has certain loan agreements with Spanish government agencies which were assumed when the Company acquired ICAR Vision Systems, S.L. ("ICAR") in 2017. These agreements have repayment periods of five Guarantees In the ordinary course of business, the Company is not subject to potential obligations under guarantees that fall within the scope of FASB ASC Topic 460, Guarantees (“ASC 460”), except for standard indemnification and warranty provisions that are contained within many of the Company’s customer license and service agreements and certain supplier agreements, and give rise only to the disclosure requirements prescribed by ASC 460. Indemnification and warranty provisions contained within the Company’s customer license and service agreements and certain supplier agreements are generally consistent with those prevalent in the Company’s industry. The Company has not historically incurred significant obligations under customer indemnification or warranty provisions and does not expect to incur significant obligations in the future. Accordingly, the Company does not maintain accruals for potential customer indemnification or warranty-related obligations. Income Taxes The Company accounts for income taxes in accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities arise from temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years. Management evaluates the available evidence about future taxable income and other possible sources of realization of deferred tax assets. The valuation allowance reduces deferred tax assets to an amount that represents management’s best estimate of the amount of such deferred tax assets that more likely than not will be realized. See Note 8. “Income Taxes” of the consolidated financial statements for additional details. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to income tax matters in income tax expense. See Note 8. “Income Taxes” of the consolidated financial statements for additional details. Stock-Based Compensation The Company issues RSUs, stock options, performance options, and performance RSUs as awards to its employees. Additionally, eligible employees may participate in the ESPP. Employee stock awards are measured at fair value on the date of grant and expense is recognized using the straight-line single-option method in accordance with FASB ASC Topic 718, Compensation—Stock Compensation . Forfeitures are recorded as they occur. The Company assigns fair value to RSUs based on the closing stock price of its Common Stock on the date of grant. The Company estimates the fair value of stock options and ESPP shares using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. The expected term of options granted is derived from historical data on employee exercises and post-vesting employment termination behavior. The risk-free rate selected to value any particular grant is based on the U.S. Treasury rate that corresponds to the expected life of the grant effective as of the date of the grant. The expected volatility is based on the historical volatility of the Company’s stock price. These factors could change in the future, affecting the determination of stock-based compensation expense in future periods. The Company estimates the fair value of performance options, senior executive performance restricted stock units, and similar awards using the Monte-Carlo simulation. The Monte-Carlo simulation requires subjective assumptions, including the Company’s valuation date stock price, the annual risk-free interest rate, expected volatility, the probability of reaching the stock performance targets, and a 20-trading-day average stock price. Comprehensive Income (Loss) Comprehensive income (loss) consists of net income, unrealized gains and losses on available-for-sale securities, and foreign currency translation adjustments. Included on the consolidated balance sheets is accumulated other comprehensive loss of $17.9 million and $0.9 million at June 30, 2022 and September 30, 2021, respectively. The components of accumulated other comprehensive loss consist of $16.3 million of cumulative translation adjustment and $1.6 million of unrealized gains and losses on available for sale securities and $0.7 million of cumulative translation adjustment and $0.2 million other unrealized gains and losses on available for sale securities at June 30, 2022 and September 30, 2021, respectively. Recently Adopted Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability and the payment terms and their effect on subsequent revenue recognized by the acquirer. ASU 2021-08 will improve comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination and improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. ASU 2021-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption is permitted, including adoption in an interim period. The Company early adopted the guidance in the second quarter of fiscal 2022 and it did not have a material impact on its consolidated financial statements. In August 2020, the FASB issued Accounting Standards Update 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 accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features through equity. Without an initial allocation of proceeds to the conversion option, the debt will likely have a lower discount, thereby resulting in less noncash interest expense through accretion. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for such exception. ASU 2020-06 also simplifies the diluted net income per share calculation in certain areas. ASU 2020-06 is effective for annual and interim periods beginning after December 15, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. This update permits the use of either the modified retrospective or fully retrospective method of transition. The Company adopted ASU 2020-06 in the first quarter of fiscal 2022, however, it had no impact to the financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. The Company prospectively adopted this ASU 2019-12 in the first quarter of fiscal 2022 and it did not have a material impact on its consolidated financial statements. Change in Significant Accounting Policy The Company has consistently applied the accounting policies to all periods presented in its consolidated financial statements. Recently Issued Accounting Pronouncements No new accounting pronouncement issued or effective during the nine months ended June 30, 2022 had, or is expected to have, a material impact on the Company’s consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | 2. REVENUE RECOGNITION Nature of Goods and Services The following is a description of principal activities from which the Company generates its revenue. Contracts with customers are evaluated on a contract-by-contract basis as contracts may include multiple types of goods and services as described below. Software and Hardware Software and hardware revenue is generated from on-premise software license sales, as well as sales of hardware scanner boxes and on-premise appliance products. For software license agreements that are distinct, the Company recognizes software license revenue upon delivery and after evidence of a contract exists. Hardware revenue is recognized at a point in time upon shipment and after evidence of a contract exists. Services and Other Services and other revenue is generated from the sale of SaaS products and services, maintenance associated with the sale of on-premise software licenses and consulting and professional services. The Company recognizes services revenue over the period in which such services are performed. The Company’s SaaS offerings gives customers the option to be charged upon their incurred usage in arrears (“Pay as You Go”), or they may commit to a minimum spend over their contracted period. Revenue related to Pay as You Go contracts are recognized based on the customers’ actual usage. Revenue related to commitment contracts are recognized on a ratable basis over the contract period including an estimate of usage above the minimum commitment. Usage above minimum commitment is estimated by looking at usage in previous months and other factors and projecting out for the rest of the contract. The estimated usage-based revenues are constrained to the amount the Company expects to be entitled to receive in exchange for providing access to its platform. If professional services are deemed to be distinct, revenue is recognized as services are performed. If the up-front fee is not distinct, revenue is deferred until the date the customer commences use of the Company’s services, at which point it is recognized ratably over the life of the customer arrangement. The Company does not view the signing of the contract or the provision of initial setup services as discrete earnings events that are distinct. Significant Judgments in Application of the Guidance The Company uses the following methods, inputs, and assumptions in determining amounts of revenue to recognize: Identification of Performance Obligations For contracts that contain multiple performance obligations, which include combinations of software licenses, maintenance, and services, the Company accounts for individual goods or services as a separate performance obligation if they are distinct. The good or service is distinct if the good or service is separately identifiable from other items in the arrangement and if a customer can benefit from it on its own or with other resources that are readily available to the customer. If these criteria are not met, the promised goods or services are accounted for as a combined performance obligation. Determination of Transaction Price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring products or services to the customer. The Company includes any fixed charges within its contracts as part of the total transaction price. To the extent that variable consideration is not constrained, the Company includes an estimate of the variable amount, as appropriate, within the total transaction price and updates its assumptions over the duration of the contract. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less. Assessment of Estimates of Variable Consideration Many of the Company’s contracts with customers contain some component of variable consideration; however, variable consideration will only be included in the transaction price to the extent it is probable that a significant reversal of revenues recognized will not occur when the uncertainty associated with the variable consideration is resolved. The Company may constrain the estimated transaction price in the event of a high degree of uncertainty as to the final consideration amount owed because of an extended length of time over which the fees may be adjusted or due to uncertainty surrounding collectability. Allocation of Transaction Price The transaction price, including any discounts, is allocated between separate goods and services in a contract that contains multiple performance obligations based on their relative standalone selling prices. The standalone selling prices are based on the prices at which the Company separately sells each good or service. For items that are not sold separately, the Company estimates the standalone selling prices using available information such as market conditions and internally approved pricing guidelines. In certain situations, primarily transactional SaaS revenue described above, the Company allocates variable consideration to a series of distinct goods or services within a contract. The Company allocates variable payments to one or more, but not all, of the distinct goods or services or to a series of distinct goods or services in a contract when (i) the variable payment relates specifically to the Company’s efforts to transfer the distinct good or service and (ii) the variable payment is for an amount that depicts the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised goods or services to its customer. Disaggregation of Revenue The following table presents the Company's revenue disaggregated by major product category ( amounts in thousands ): Three Months Ended June 30, Nine Months Ended June 30, 2022 2021 2022 2021 Major product category Deposits software and hardware $ 16,910 $ 15,817 $ 46,605 $ 38,705 Deposits services and other 5,010 4,963 15,670 14,887 Deposits revenue 21,920 20,780 62,275 53,592 Identity verification software and hardware 2,910 1,156 7,940 3,583 Identity verification services and other 14,503 9,842 36,305 29,351 Identity verification revenue 17,413 10,998 44,245 32,934 Total revenue $ 39,333 $ 31,778 $ 106,520 $ 86,526 Software and hardware revenue is generated from on-premise software license sales, as well as sales of hardware scanner boxes and on-premise appliance products. Services and other revenue is generated from the sale of SaaS products and services, maintenance associated with the sale of software and hardware, and consulting and professional services. 50.4% and 51.2% of revenue was recognized at a point in time versus over time for the three and nine months ended June 30, 2022, respectively. 53.4% and 48.9% of revenue was recognized at a point in time versus over time for the three and nine months ended June 30, 2021, respectively. Contract Balances The following table provides information about contract assets and contract liabilities from contracts with customers ( amounts in thousands ) as of: June 30, 2022 September 30, 2021 Contract assets, current $ 5,125 $ 4,080 Contract assets, non-current 4,922 4,409 Contract liabilities (deferred revenue), current 13,220 10,381 Contract liabilities (deferred revenue), non-current 1,409 955 Contract assets, reported within current assets and other non-current assets in the consolidated balance sheets, primarily result from when the right to consideration is conditional upon factors other than the passage of time. Contract liabilities primarily relate to advance consideration received from customers (deferred revenue), for which transfer of control occurs, and therefore revenue is recognized as services are provided. Contract balances are reported in a net contract asset or liability position on a contract-by-contract basis at the end of each reporting period. The Company recognized $1.1 million and $0.6 million of revenue during each of the three months ended June 30, 2022 and 2021, respectively, which was included in the contract liability balance at the beginning of each such period. The Company recognized $11.1 million and $8.5 million of revenue during the nine months ended June 30, 2022 and 2021, respectively, which was included in the contract liability balance at the beginning of each such period. Contract Costs Contract costs included in other current and non-current assets on the consolidated balance sheets totaled $2.4 million and $2.3 million as of June 30, 2022 and September 30, 2021, respectively. Contract costs are amortized based on the transfer of goods or services to which the asset relates. The amortization period also considers expected customer lives and whether the asset relates to goods or services transferred under a specific anticipated contract. These costs are included in selling and marketing expenses in the consolidated statement of operations and comprehensive income (loss) and totaled $0.3 million during each of the three months ended June 30, 2022 and 2021, respectively, and $1.0 million and $0.8 million during the nine months ended June 30, 2022 and 2021, respectively. There were no impairment losses recognized during both the nine months ended June 30, 2022 and 2021 related to capitalized contract costs. |
Business Combinations
Business Combinations | 9 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | 3. BUSINESS COMBINATIONS Acquisition of ID R&D, Inc. On May 28, 2021 (the “Closing Date”), the Company completed the acquisition of ID R&D (the “ID R&D Acquisition”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated May 28, 2021, by and among the Company, ID R&D and Alexey Khitrov (the “Representative”). Upon completion of the ID R&D Acquisition, ID R&D became a direct wholly owned subsidiary of the Company. ID R&D is an award-winning provider of artificial intelligence-based voice and face biometrics and liveness detection. As consideration for the ID R&D Acquisition, the Company agreed to pay an aggregate purchase price of up to $49.0 million. On the Closing Date, the equityholders of ID R&D received from the Company: (i) $13.0 million in cash, subject to adjustments for transaction expenses, escrow amounts, indebtedness and working capital adjustments (the “Initial Cash Payment”); and (ii) 867,226 shares or $13.9 million of Common Stock. In addition to the foregoing, the equityholders of ID R&D may become entitled to receive additional consideration from the Company upon achievement of certain milestones as follows (collectively, the “Earnout Payments”): subject to ID R&D’s achievement of target revenue for the period commencing on the Closing Date and ending on the one year anniversary thereof and the period commencing on the one year anniversary of the Closing Date and ending on the one year anniversary thereof (each such period, an “Earnout Period”): (i) an aggregate maximum amount of approximately $12.3 million with respect to the first Earnout Period and (ii) approximately $9.8 million with respect to the second Earnout Period, with 15% of the first Earnout Period’s payment to be deposited (as additional funds) into an escrow fund described below. The Company will make the Earnout Payments in the form of cash and shares of Common Stock as set forth in the Merger Agreement. The Company has granted the Representative an option to shift the Earnout Period(s) out by one year, pursuant to the terms of the Merger Agreement. Moreover, in the event actual revenue for an Earnout Period exceeds the target revenue for such period, the amount of such excess will be credited towards the achievement of the subsequent Earnout Period’s Earnout Payment. In May and June of 2022, the Company paid the first of the Earnout Payments of $9.5 million which consisted of $6.8 million paid in cash and $2.7 million in shares of Common Stock to the equityholders of ID R&D. As indicated above, 15% of the Earnout Payment with respect to the first Earnout Period, will be deposited into the escrow fund. The Company estimated the fair value of the consideration for the Earnout Periods to be $15.7 million on the Closing Date, which was determined using a discounted cash flow methodology based on financial forecasts determined by management that included assumptions about revenue growth and discount rates, and is included in level three of the fair value hierarchy. Each quarter the Company revises the estimated fair value of the consideration for the Earnout Periods and changes in the fair value are included in amortization and acquisition-related costs in the consolidated statements of operations and comprehensive income (loss). See Note 5. “Investments,” of the notes to consolidated financial statements for more information relating to the consideration for the Earnout Periods. The Company incurred $0.6 million of expense in connection with the acquisition primarily related to legal fees, outside service costs, and travel expense, which are included in amortization and acquisition-related costs in the consolidated statements of operations and comprehensive income (loss). On the Closing Date, the Company deposited a portion of the Initial Cash Payment and a number of shares of Common Stock having a collective value of approximately $4.0 million into an escrow fund to serve as collateral and partial security for working capital adjustments and certain indemnification rights of the Company. The escrow fund will be maintained for up to 24 months following the completion of the ID R&D Acquisition or until such earlier time as the escrow fund is exhausted. The Company used cash on hand for the Initial Cash Payment. Acquisition of HooYu Ltd On March 23, 2022, the Company completed the acquisition of HooYu Ltd (the “HooYu Acquisition”) pursuant to the Purchase Agreement (the “Purchase Agreement”) dated March 23, 2022, by and among the Company and certain persons identified in the Purchase Agreement (the “Sellers”). Pursuant to the Purchase Agreement, the Company, among other things, acquired 100% of the outstanding share capital of HooYu Ltd (“HooYu”), a leading global customer onboarding platform designed to increase the integrity of KYC and maximize the success of customer onboarding. As consideration for the HooYu Acquisition, the Company paid aggregate consideration in the amount of $129.1 million in cash (the “Closing Consideration”), as such amount may be adjusted for transaction expenses and indebtedness. Pursuant to the Purchase Agreement, $1.6 million was withheld as a reduction to the Closing Consideration and is being retained by the Company for the final working capital adjustments and indemnification of certain tax matters under the Purchase Agreement. The Company incurred $3.2 million of expense in connection with the acquisition primarily related to legal fees, outside service costs, foreign currency and realized losses on investments, and travel expense, which are included in amortization and acquisition-related costs in the consolidated statements of operations and comprehensive income (loss). On March 23, 2022, the Company transferred an aggregate of $127.5 million to the Sellers and its third-party legal and investment advisors. The Company used cash on hand for the cash paid on March 23, 2022. Acquisitions are accounted for using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations . Accordingly, the results of operations of ID R&D and HooYu have been included in the accompanying consolidated financial statements since the date of such acquisition. The purchase price has been allocated to the tangible and intangible assets acquired and liabilities assumed based upon the respective estimates of fair value as of the date of the ID R&D Acquisition and are based on assumptions that the Company’s management believes are reasonable. The Company is in the process of completing its valuation of the acquired deferred income taxes related to the HooYu Acquisition and will complete the evaluation once the fiscal 2021 tax return has been completed. The final allocations of the purchase price to deferred income taxes may differ materially from the information presented in these unaudited consolidated financial statements. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed from the ID R&D Acquisition and HooYu Acquisition as of their respective closing dates ( amounts shown in thousands ): ID R&D HooYu Accounts receivable $ 173 $ 1,234 Property, plant, and equipment 114 243 Other current assets 147 630 Intangible assets 16,930 73,100 Goodwill 27,748 74,312 Current liabilities (425) (2,456) Deferred revenue — (2,612) Deferred income tax liabilities (2,355) (16,896) Net assets acquired $ 42,332 $ 127,555 The goodwill recognized is due to market participant synergies and other factors and is not expected to be deductible for income tax purposes. The Company estimated the fair value of identifiable acquisition-related intangible assets with definite lives primarily based on discounted cash flow projections that will arise from these assets. The Company exercised significant judgment with regard to assumptions used in the determination of fair value such as with respect to discount rates and the determination of the estimated useful lives of the intangible assets. The following table summarizes the estimated fair values and estimated useful lives of intangible assets with definite lives acquired from the ID R&D Acquisition and the HooYu Acquisition as of their respective closing dates ( amounts shown in thousands, except for years ): ID R&D Amortization Period Amount assigned Completed technologies 7.0 years $ 14,020 Customer relationships 3.0 years 2,540 Trade name 5.0 years 370 Total intangible assets acquired $ 16,930 HooYu Amortization Period Amount assigned Completed technologies 7.0 years $ 61,400 Customer relationships 5.0 years 5,000 Trade name 5.0 years 6,100 Covenants not to compete 3.0 years $ 600 Total intangible assets acquired $ 73,100 The following unaudited pro forma financial information should not be taken as representative of the Company’s future consolidated results of operations and includes adjustments for the amortization expense related to the identified intangible assets. The following table summarizes the Company’s unaudited pro forma financial information and is presented as if the ID R&D Acquisition and the HooYu Acquisition occurred as of the beginning of the fiscal year preceding the acquisition ( amounts shown in thousands ): Three months ended June 30, Nine months ended June 30, 2022 2021 2022 2021 Pro forma revenue $ 39,333 $ 34,191 $ 112,256 $ 94,661 Pro forma net income (loss) $ 812 $ (1,344) $ (4,766) $ (6,669) Revenue and net loss from HooYu included in the consolidated results of operations from the date of the HooYu acquisition through June 30, 2022 were $2.7 million and $0.8 million, respectively. |
Restructuring
Restructuring | 9 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING | 4. RESTRUCTURING In order to streamline the organization and focus resources going forward, the Company undertook a strategic restructuring in June 2022, which included a reduction in workforce. Restructuring costs consist of employee severance obligations and other related costs and are expected to be paid over the next twelve months. The following table summarizes changes in the restructuring accrual during the nine months ended June 30, 2022 (amounts shown in thousands) : Balance at September 30, 2021 $ — Costs incurred 1,807 Balance at June 30, 2022 $ 1,807 |
Investments
Investments | 9 Months Ended |
Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS | 5. INVESTMENTS The following tables summarize investments by type of security as of June 30, 2022 and September 30, 2021 (amounts shown in thousands): June 30, 2022: Cost Gross Unrealized Gains Gross Unrealized Losses Fair Market Value Available-for-sale securities: U.S. Treasury, short-term $ 4,024 $ — $ (71) $ 3,953 Foreign government and agency securities, short-term 2,877 — (45) 2,832 Corporate debt securities, short-term 43,346 — (600) 42,746 U.S. Treasury, long-term 5,440 — (212) 5,228 Corporate debt securities, long-term 14,750 — (444) 14,306 Total $ 70,437 $ — $ (1,372) $ 69,065 September 30, 2021: Cost Gross Unrealized Gains Gross Unrealized Losses Fair Market Value Available-for-sale securities: U.S. Treasury, short-term $ 4,222 $ 1 $ — $ 4,223 Asset-backed securities, short-term 4,812 1 (2) 4,811 Corporate debt securities, short-term 140,042 6 (25) 140,023 U.S. Treasury, long-term 6,996 1 (2) 6,995 Foreign government and agency securities, long-term 2,909 — (1) 2,908 Corporate debt securities, long-term 38,184 3 (39) 38,148 Total $ 197,165 $ 12 $ (69) $ 197,108 The cost of securities sold is based on the specific identification method. Amortization of premiums, accretion of discounts, interest, dividend income and realized gains and losses are included in other income (expense), net in the consolidated statements of operations and comprehensive income (loss). The Company determines the appropriate designation of investments at the time of purchase and reevaluates such designation as of each balance sheet date. All of the Company’s investments are designated as available-for-sale debt securities. As of June 30, 2022 and September 30, 2021, the Company’s short-term investments have maturity dates of less than one year from the balance sheet date and the Company’s long-term investments have maturity dates of greater than one year from the balance sheet date. The contractual maturities of the available-for-sale securities held at June 30, 2022 are as follows: $49.5 million within one year and $19.5 million beyond one year to five years. Available-for-sale marketable securities are carried at fair value as determined by quoted market prices for identical or similar assets, with unrealized gains and losses, net of taxes, and are reported as a separate component of stockholders’ equity. Management reviews the fair value of the portfolio at least monthly and evaluates individual securities with fair value below amortized cost at the balance sheet date. For debt securities, in order to determine whether impairment is other-than-temporary, management must conclude whether the Company intends to sell the impaired security and whether it is more likely than not that the Company will be required to sell the security before recovering its amortized cost basis. If management intends to sell an impaired debt security or it is more likely than not that the Company will be required to sell the security prior to recovering its amortized cost basis, an other-than-temporary impairment is deemed to have occurred. The amount of an other-than-temporary impairment on debt securities related to a credit loss, or securities that management intends to sell before recovery, is recognized in earnings. The amount of an other-than-temporary impairment on debt securities related to other factors is recorded consistent with changes in the fair value of all other available-for-sale securities as a component of stockholders’ equity in comprehensive income. No other-than-temporary impairment charges were recognized in each of the three and nine months ended June 30, 2022 and 2021. There were no realized gains or losses during the three months ended June 30, 2022 and $0.3 million of realized losses during the nine months ended June 30, 2022, from the sale of available-for-sale securities. There were no realized gains or losses from the sale of available-for-sale securities during each of the three and nine months ended June 30, 2021. Fair Value Measurements and Disclosures FASB ASC Topic 820, Fair Value Measurements (“ASC 820”) defines fair value, establishes a framework for measuring fair value under GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 describes a fair value hierarchy based on the following three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last, unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities; • Level 2—Inputs other than Level 1 inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following tables represent the fair value hierarchy of the Company’s investments, convertible senior notes hedge, acquisition-related contingent consideration, and embedded conversion derivative as of June 30, 2022 and September 30, 2021, respectively (amounts shown in thousands) : June 30, 2022: Balance Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Short-term investments: U.S. Treasury $ 3,953 $ 3,953 $ — $ — Foreign government and agency securities 2,832 — 2,832 — Corporate debt securities 42,746 — 42,746 — Total short-term investments at fair value 49,531 3,953 45,578 — Long-term investments: U.S. Treasury 5,228 5,228 — — Corporate debt securities 14,306 — 14,306 — Total long-term investments at fair value 19,534 5,228 14,306 — Total assets at fair value $ 69,065 $ 9,181 $ 59,884 $ — Liabilities: Current liabilities: Acquisition-related contingent consideration $ 4,980 $ — $ — $ 4,980 Non-current liabilities: Acquisition-related contingent consideration 100 — — 100 Total liabilities at fair value $ 5,080 $ — $ — $ 5,080 September 30, 2021: Balance Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Short-term investments: U.S. Treasury $ 4,223 $ 4,223 $ — $ — Asset-backed securities, short-term 4,811 — 4,811 — Corporate debt securities 140,023 — 140,023 — Total short-term investments at fair value 149,057 4,223 144,834 — Long-term investments: U.S. Treasury 6,995 6,995 — — Foreign government and agency securities 2,908 — 2,908 — Corporate debt securities 38,148 — 38,148 — Total long-term investments at fair value 48,051 6,995 41,056 — Convertible senior notes hedge 48,208 — 48,208 — Total assets at fair value $ 245,316 $ 11,218 $ 234,098 $ — Liabilities: Current liabilities: Acquisition-related contingent consideration $ 11,050 $ — $ — $ 11,050 Non-current liabilities: Acquisition-related contingent consideration 5,720 — — 5,720 Embedded conversion derivative 48,208 — 48,208 — Total liabilities at fair value $ 64,978 $ — $ 48,208 $ 16,770 • Level 1: Includes investments in U.S. Government and agency securities, which are valued based on recently executed transactions in the same or similar securities. • Level 2: Convertible Senior Notes and corporate debt securities. Corporate debt securities are valued using quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. On February 5, 2021, the Company issued the 2026 Notes as further described in Note 9. “Convertible Senior Notes.” Concurrently with the issuance of the 2026 Notes, the Company entered into the Notes Hedge and Warrant Transactions which in combination are intended to reduce the potential dilution from the conversion of the 2026 Notes. Initially, conversion of the 2026 Notes could only be settled in cash; however, following the increase in the Company’s authorized shares of Common Stock in the second quarter of fiscal 2022, which satisfied certain share reservation conditions, conversion of the 2026 Notes may be settled in cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election. The embedded conversion derivative associated with the 2026 Notes previously meet the criteria for an embedded derivative liability which required bifurcation and separate accounting. The Notes Hedge was previously classified as a derivative asset on the Company’s consolidated balance sheet. Following the increase in the Company’s authorized shares of Common Stock in the second quarter of fiscal 2022, the Notes Hedge and embedded conversion derivative were reclassified to additional paid-in capital as the equity classification criteria is met. Changes in the fair value of these derivatives prior to being classified in equity were reflected in Other income (expense), net, in the Company’s consolidated statement of operations and comprehensive income (loss). The fair value of the Notes Hedge and the embedded conversion derivative were estimated using a Black-Scholes model. Based on the fair value hierarchy, the Company classified the Notes Hedge and the embedded conversion derivative as Level 2 as significant inputs are observable, either directly or indirectly. The significant inputs and assumptions used in the models to calculate the fair value of the derivatives include the Common Stock price, exercise price of the derivatives, risk-free interest rate, volatility, annual coupon rate and remaining contractual term. • Level 3: As of June 30, 2022, total acquisition-related contingent consideration of $5.0 million and $0.1 million is recorded in acquisition-related contingent consideration and other non-current liabilities, respectively, in the consolidated balance sheets. The following table includes a summary of the contingent consideration measured at fair value using significant unobservable inputs (Level 3) during the nine months ended June 30, 2022 (amounts shown in thousands) : Balance at September 30, 2021 $ 16,770 Reduction of expense due to changes in fair value (2,198) Payment and issuance of stock as contingent consideration associated with the ID R&D acquisition (9,492) Balance at June 30, 2022 $ 5,080 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | 6. GOODWILL AND INTANGIBLE ASSETS Goodwill The Company had a goodwill balance of $128.0 million at June 30, 2022, representing the excess of costs over fair value of assets of businesses acquired. Goodwill acquired in a business combination and determined to have an indefinite useful life is not amortized, but instead is tested for impairment at least annually in accordance with ASC 350. The following table summarizes changes in the balance of goodwill during the nine months ended June 30, 2022 (amounts shown in thousands) : Balance at September 30, 2021 $ 63,096 Acquisition of HooYu 74,312 Foreign currency effect on goodwill (9,416) Balance at June 30, 2022 $ 127,992 Intangible Assets Intangible assets include the value assigned to purchased completed technology, customer relationships, trade names and covenants not to compete. The estimated useful lives for all of these intangible assets range from three (amounts shown in thousands, except for years): June 30, 2022: Weighted Average Amortization Period Cost Accumulated Amortization Net Completed technologies 6.9 years $ 95,761 $ 24,635 $ 71,126 Customer relationships 4.7 years 25,168 16,683 8,485 Trade names 5.0 years 7,088 1,458 5,630 Covenants not to compete 3.0 years 600 98 502 Total intangible assets $ 128,617 $ 42,874 $ 85,743 September 30, 2021: Weighted Average Amortization Period Cost Accumulated Amortization Net Completed technologies 6.6 years $ 34,361 $ 13,311 $ 21,050 Customer relationships 4.6 years 20,168 12,905 7,263 Trade names 4.7 years 988 567 421 Total intangible assets $ 55,517 $ 26,783 $ 28,734 Amortization expense related to acquired intangible assets was $4.7 million and $1.9 million for the three months ended June 30, 2022 and 2021, respectively, and $9.2 million and $5.2 million during the nine months ended June 30, 2022 and 2021, respectively, and is recorded within amortization and acquisition-related costs on the consolidated statements of operations and comprehensive income (loss). The estimated future amortization expense related to intangible assets for each of the five succeeding fiscal years is expected to be as follows (amounts shown in thousands): Estimated Future Amortization Expense 2022—remaining $ 4,649 2023 16,744 2024 14,570 2025 13,333 2026 12,151 Thereafter 24,296 Total $ 85,743 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | 7. STOCKHOLDERS’ EQUITY Stock-Based Compensation Expense The following table summarizes stock-based compensation expense related to RSUs, stock options, and ESPP shares, which was allocated as follows (amounts shown in thousands) : Three Months Ended June 30, Nine Months Ended June 30, 2022 2021 2022 2021 Cost of revenue $ 82 $ 89 $ 249 $ 258 Selling and marketing 1,273 857 3,351 2,537 Research and development 1,071 797 2,875 2,313 General and administrative 1,262 1,124 3,642 3,474 Stock-based compensation expense included in expenses $ 3,688 $ 2,867 $ 10,117 $ 8,582 As of June 30, 2022, the Company had $32.6 million of unrecognized compensation expense related to outstanding stock options and RSUs expected to be recognized over a weighted-average period of approximately 2.5 years. 2020 Incentive Plan In January 2020, the Company’s board of directors (the “Board”) adopted the Mitek Systems, Inc. 2020 Incentive Plan (the “2020 Plan”) upon the recommendation of the compensation committee of the Board. On March 4, 2020, the Company’s stockholders approved the 2020 Plan. The total number of shares of Common Stock reserved for issuance under the 2020 Plan is 4,500,000 shares plus such number of shares, not to exceed 107,903, as remained available for issuance under the 2002 Stock Option Plan, 2006 Stock Option Plan, 2010 Stock Option Plan, and 2012 Incentive Plan (collectively, the “Prior Plans”) as of January 17, 2020, plus any shares underlying awards under the Prior Plans that are terminated, forfeited, cancelled, expire unexercised or are settled in cash after January 17, 2020. As of June 30, 2022, (i) 1,495,347 RSUs and 755,533 Performance RSUs were outstanding under the 2020 Plan, (ii) 1,406,785 shares of Common Stock were reserved for future grants under the 2020 Plan, and (iii) stock options to purchase an aggregate of 471,303 shares of Common Stock and 471,988 RSUs were outstanding under the Prior Plans. Employee Stock Purchase Plan In January 2018, the Board adopted the ESPP. On March 7, 2018, the Company’s stockholders approved the ESPP. The total number of shares of Common Stock reserved for issuance thereunder is 1,000,000 shares. As of June 30, 2022, (i) 549,849 shares have been issued to participants pursuant to the ESPP and (ii) 450,151 shares of Common Stock were reserved for future purchases under the ESPP. The Company commenced the initial offering period on April 2, 2018. Subsequent offering periods commence semi-annually in February and August each year. The ESPP enables eligible employees to purchase shares of Common Stock at a discount from the market price through payroll deductions, subject to certain limitations. Eligible employees may elect to participate in the ESPP only during an open enrollment period. The offering period immediately follows the open enrollment window, at which time ESPP contributions are withheld from the participant's regular paycheck. The ESPP provides for a 15% discount on the market value of the stock at the lower of the grant date price (first day of the offering period) and the purchase date price (last day of the offering period). The Company recognized $0.1 million in stock-based compensation expense related to the ESPP in each of the three months ended June 30, 2022 and 2021. The Company recognized $0.4 million in stock-based compensation expense related to the ESPP in each of the nine months ended June 30, 2022 and 2021. Director Restricted Stock Unit Plan In January 2011, the Board adopted the Mitek Systems, Inc. Director Restricted Stock Unit Plan, as amended and restated (the “Director Plan”). On March 10, 2017, the Company’s stockholders approved an amendment to the Director Plan to increase the number of shares of Common Stock available for future grants. The total number of shares of Common Stock reserved for issuance thereunder is 1,500,000 shares. As of June 30, 2022, (i) 259,513 RSUs were outstanding under the Director Plan and (ii) 144,412 shares of Common Stock were reserved for future grants under the Director Plan. Stock Options The following table summarizes stock option activity under the Company’s equity plans during the nine months ended June 30, 2022: Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term ( in years ) Aggregate Intrinsic Value ( in thousands ) Outstanding at September 30, 2021 816,717 $ 7.42 5.8 $ 9,046 Granted — $ — Exercised (35,625) $ 6.68 Canceled — $ — Outstanding at June 30, 2022 781,092 $ 7.49 4.3 1,505 Vested and Expected to Vest at June 30, 2022 781,092 $ 7.49 4.3 1,505 Exercisable at June 30, 2022 748,942 $ 7.42 4.2 1,505 The Company recognized $0.1 million and $0.2 million in stock-based compensation expense related to outstanding stock options during the three months ended June 30, 2022 and 2021, respectively. The Company recognized $0.4 million and $0.5 million in stock-based compensation expense related to outstanding stock options during the nine months ended June 30, 2022 and 2021, respectively. As of June 30, 2022, the Company had $0.4 million of unrecognized compensation expense related to outstanding stock options expected to be recognized over a weighted-average period of approximately 0.5 years. Aggregate intrinsic value represents the value of the Company’s closing stock price on the last trading day of the fiscal period in excess of the weighted-average exercise price, multiplied by the number of options outstanding and exercisable. The total intrinsic value of options exercised during the nine months ended June 30, 2022 and 2021 was $0.3 million and $2.0 million, respectively. There were no options granted during each of the nine months ended June 30, 2022 or 2021. Restricted Stock Units The following table summarizes RSU activity under the Company’s equity plans during the nine months ended June 30, 2022: Number of Shares Weighted-Average Fair Market Value Per Share Outstanding at September 30, 2021 2,411,267 $ 9.99 Granted 1,185,481 14.80 Settled (838,292) 9.38 Canceled (228,480) 10.90 Outstanding at June 30, 2022 2,529,976 12.37 The cost of RSUs is determined using the fair value of Common Stock on the award date, and the compensation expense is recognized ratably over the vesting period. The Company recognized $2.5 million and $2.0 million in stock-based compensation expense related to outstanding RSUs in the three months ended June 30, 2022 and 2021, respectively. The Company recognized $7.1 million and $6.0 million in stock-based compensation expense related to outstanding RSUs during the nine months ended June 30, 2022 and 2021, respectively. As of June 30, 2022, the Company had $24.0 million of unrecognized compensation expense related to outstanding RSUs expected to be recognized over a weighted-average period of approximately 2.6 years. Performance Restricted Stock Units The following table summarizes Performance RSU activity under the Company’s equity plans during the nine months ended June 30, 2022: Number of Shares Weighted-Average Fair Market Value Per Share Outstanding at September 30, 2021 528,724 $ 9.17 Granted 629,279 15.60 Settled (176,864) 8.42 Canceled (18,952) 12.84 Outstanding at June 30, 2022 962,187 13.44 The cost of Performance RSUs is determined using a Monte Carlo simulation to estimate the fair value on the award date, and the compensation expense is recognized ratably over the vesting period. The Company recognized $0.9 million and $0.3 million in stock-based compensation expense related to outstanding Performance RSUs in the three months ended June 30, 2022 and 2021, respectively. The Company recognized $2.1 million and $1.0 million in stock-based compensation expense related to outstanding Performance RSUs during the nine months ended June 30, 2022 and 2021, respectively. As of June 30, 2022, the Company had $8.2 million of unrecognized compensation expense related to outstanding RSUs expected to be recognized over a weighted-average period of approximately 2.4 years. Performance Options On November 6, 2018, as an inducement grant pursuant to Nasdaq Listing Rule 5635(c)(4), the Company’s Chief Executive Officer was granted performance options (the “Performance Options”) to purchase up to 800,000 shares of Common Stock at an exercise price of $9.50 per share, the closing market price for a share of Common Stock on the date of the grant. During the fiscal year ended September 30, 2021, the performance conditions were achieved and in November 2021, the time vesting condition was met and the performance options vested in full. The Company did not recognize any stock-based compensation expense related to outstanding Performance Options in the three months ended June 30, 2022, and recognized $0.2 million in three months ended June 30, 2021. The Company recognized $0.1 million and $0.6 million in stock-based compensation expense related to outstanding Performance Options during the nine months ended June 30, 2022 and 2021, respectively. Share Repurchase Program On December 13, 2019, the Board authorized and approved a share repurchase program for up to $10 million of the currently outstanding shares of our Common Stock. The share repurchase program expired on December 16, 2020. Total purchases made under the share repurchase program were $1.0 million or approximately 137,000 shares at an average price of $7.33. The purchases under the share repurchase program were made through open market trades. On June 15, 2021, the Board authorized and approved a share repurchase program for up to $15 million of the currently outstanding shares of our Common Stock. The share repurchase program expired on June 30, 2022. The timing, price and volume of repurchases were based on market conditions, relevant securities laws and other factors. The repurchases were made from time to time, through solicited or unsolicited transactions in the open market, in privately negotiated transactions or pursuant to a share repurchase trading plan. The Company made no purchases during the three months ended June 30, 2022. The Company made purchases of $14.8 million, or approximately 886,204 shares, during the nine months ended June 30, 2022 at an average price of $16.73 per share and subsequently retired the shares. The share repurchase plan was completed during the second quarter of fiscal 2022. Rights Agreement On October 23, 2018, the Company entered into the Section 382 Rights Agreement (the “Rights Agreement”) and issued a dividend of one preferred share purchase right (a “Right”) for each share of Common Stock payable on November 2, 2018 to the stockholders of record of such shares on that date. Each Right entitles the registered holder, under certain circumstances, to purchase from the Company one one-thousandth of a share of Series B Junior Preferred Stock, par value $0.001 per share (the “Preferred Shares”), of the Company, at a price of $35.00 per one one-thousandth of a Preferred Share represented by a Right, subject to adjustment. The description and terms of the Rights are set forth in the Rights Agreement. The Rights are not exercisable until the Distribution Date (as defined in the Rights Agreement). Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. At any time prior to the time any person becomes an Acquiring Person (as defined in the Rights Agreement), the Board may redeem the Rights in whole, but not in part, at a price of $0.0001 per Right (the “Redemption Price”). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. On February 28, 2019, the Company entered into an Amendment No. 1 to the Rights Agreement for the purpose of (i) modifying the definitions of “Beneficial Owner,” “Beneficially Own,” and “Beneficial Ownership” under the Rights Agreement to more closely align such definitions to the actual and constructive ownership rules under Section 382 of the Internal Revenue Code of 1986, as amended (“Section 382”) or such similar provisions of the Tax Cuts and Jobs Act of 2017 and the rules and regulations promulgated thereunder, and (ii) adding an exemption request process for persons to seek an exemption from becoming an “Acquiring Person” under the Rights Agreement in the event such person wishes to acquire 4.9% or more of the Common Stock then outstanding. The Rights expired on October 22, 2021 and no Rights were redeemed or exchanged. |
Income Taxes
Income Taxes | 9 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 8. INCOME TAXES The Company’s tax provision for interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items arising in that quarter. In each quarter, management updates the estimate of the annual effective tax rate, and any changes in the annual effective tax rate are recorded in a cumulative adjustment in that quarter. The quarterly tax provision and quarterly estimate of the annual effective tax rate are subject to significant volatility due to several factors, including management’s ability to accurately predict the portion of income before income taxes in multiple jurisdictions, the tax effects of our stock-based compensation awards, and the effects of acquisitions and the integration of those acquisitions. The annual effective tax rate differs from the U.S. statutory rate primarily due to foreign and state taxes. For the three and nine months ended June 30, 2022, the Company recorded an income tax benefit of $0.6 million and $0.5 million, respectively, which yielded an effective tax rate of negative 218% and 11%, respectively. For the three and nine months ended June 30, 2021, the Company recorded an income tax provision of $0.3 million and $0.2 million, respectively, which yielded an effective tax rate of 9% and 3%, respectively. The difference between the U.S. federal statutory tax rate and the Company’s effective tax rate for the nine months ended June 30, 2022 was primarily due to excess tax benefits resulting from the vesting of restricted stock and the exercise of stock options as well as the impact of foreign and state taxes, and the impact of federal and state research and development credits on its tax provision. |
Convertible Senior Notes
Convertible Senior Notes | 9 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE SENIOR NOTES | 9. CONVERTIBLE SENIOR NOTES The carrying values of the Company’s 2026 Notes are as follows ( in thousands ): 2026 Notes: June 30, 2022 September 30, 2021 Principal amount $ 155,250 $ 155,250 Less: unamortized discount and issuance costs, net of amortization (29,093) (34,332) Carrying amount $ 126,157 $ 120,918 2026 Notes embedded conversion derivative $ — $ 48,208 In February 2021, the Company issued $155.3 million aggregate principal amount of the 2026 Notes (including the Additional Notes, as defined below). The 2026 Notes are senior unsecured obligations of the Company. The 2026 Notes were issued pursuant to an Indenture, dated February 5, 2021 (the “Indenture”), between the Company and UMB Bank, National Association, as trustee. The Indenture includes customary covenants and sets forth certain events of default after which the 2026 Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the 2026 Notes become automatically due and payable. The Company is in compliance with these covenants as of June 30, 2022. The Company granted the initial purchasers of the 2026 Notes (collectively, the “Initial Purchasers”) a 13-day option to purchase up to an additional $20.25 million aggregate principal amount of the 2026 Notes (the “Additional Notes”), which was exercised in full. The 2026 Notes were purchased in a transaction that was completed on February 5, 2021. The 2026 Notes will mature on February 1, 2026, unless earlier redeemed, repurchased or converted. The 2026 Notes will bear interest from February 5, 2021 at a rate of 0.750% per year payable semiannually in arrears on February 1 and August 1 of each year, beginning on August 1, 2021. The 2026 Notes will be convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding August 1, 2025, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021, if the last reported sale price per share of Common Stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Common Stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Common Stock. On or after August 1, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2026 Notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances. Upon conversion, the Company may satisfy its conversion obligation by paying and/or delivering, as the case may be, cash and, if applicable at the Company’s election, shares of the Common Stock, based on the applicable conversion rate(s); provided that the Company will be required to settle conversions solely in cash unless and until the Company reserves such amount of shares of the Common Stock for future issuance as required pursuant to the Indenture that governs the 2026 Notes. The conversion rate for the 2026 Notes will initially be 47.9731 shares of the Common Stock per $1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $20.85 per share of the Common Stock. The initial conversion price of the 2026 Notes represents a premium of approximately 37.5% to the $15.16 per share last reported sale price of the Common Stock on February 2, 2021. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture. The net proceeds from this offering were approximately $149.7 million, after deducting the Initial Purchasers’ discounts and commissions and the Company’s estimated offering expenses related to the offering. The Company used approximately $9.3 million of the net proceeds from the offering to pay the cost of the Notes Hedge (as defined below) (after such cost is partially offset by the proceeds from the Warrant Transactions described below). The Initial Purchasers exercised their option to purchase Additional Notes in full in February 2021and the Company used a portion of the net proceeds from the sale of such Additional Notes to enter into additional Notes Hedges (after such cost is partially offset by the proceeds from the additional Warrant Transactions) with the Option Counterparties (as defined below). The Company intends to use the remainder of the net proceeds from the offering for general corporate purposes, which may include working capital, capital expenditures, and potential acquisitions and strategic transactions. As of June 30, 2022, the number of authorized and unissued shares of Common Stock that are not reserved for other purposes is sufficient to settle the 2026 Notes into equity. Accordingly, the Company may settle conversions of notes through payment or delivery, as the case may be, of cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election. In accounting for the issuance of the 2026 Notes, the conversion option of the 2026 Notes was deemed an embedded derivative requiring bifurcation from the 2026 Notes (“host contract”) and separate accounting as an embedded derivative liability, as a result of the Company not having the necessary number of authorized but unissued shares of its Common Stock available to settle the conversion option of the 2026 Notes in shares. The proceeds from the 2026 Notes are first allocated to the embedded derivative liability and the remaining proceeds are then allocated to the host contract. On February 5, 2021, the fair value of the embedded derivative liability representing the conversion option was $33.2 million and the remaining $116.5 million was allocated to the host contract. The difference between the principal amount of the 2026 Notes and the fair value of the host contract (the “debt discount”) is amortized to interest expense using the effective interest method over the term of the 2026 Notes. In the second quarter of fiscal 2022, the stockholders of the Company approved an increase to the number of authorized shares of Common Stock, to an amount sufficient to settle the conversion of the 2026 Notes. As a result of the increase to the number of authorized shares of Common Stock, the Company reclassified the embedded conversion derivative to additional paid-in capital. As of June 30, 2022, the embedded conversion derivative is included in additional paid-in capital in the consolidated balance sheets and will not be remeasured provided the requirements to qualify for the scope exception in ASC 815-10-15-74(a) - Derivatives and Hedging , continue to be met. The following table presents the fair value and the change in fair value for the embedded conversion derivative ( in thousands ): Embedded conversion derivative Fair value as of September 30, 2021 $ 48,208 Remeasurement to fair value on March 3, 2022 (19,692) Impact of increase of authorized shares of common stock on convertible senior notes hedge (28,516) Fair value as of June 30, 2022 $ — The remeasurement of the embedded conversion derivative to fair value on March 3, 2022 was offset by the remeasurement of the Notes Hedge. See details of the remeasurement of the Notes Hedge below. Debt issuance costs for the issuance of the 2026 Notes were approximately $5.5 million, consisting of initial purchasers' discount and other issuance costs. In accounting for the transaction costs, the Company allocated the total amount incurred to the 2026 Notes. Transaction costs were recorded as debt issuance cost (presented as contra debt in the consolidated balance sheet) and are being amortized using the effective interest method to interest expense over the term of the 2026 Notes. The following table presents the total amount of interest cost recognized relating to the 2026 Notes ( in thousands ): Three Months Ended June 30, Nine Months Ended June 30, 2022 2021 2022 2021 Contractual interest expense $ 290 $ 290 $ 886 $ 463 Amortization of debt discount and issuance costs 1,787 1,933 5,239 3,080 Total interest expense recognized $ 2,077 $ 2,223 $ 6,125 $ 3,543 The derived effective interest rate on the 2026 Notes host contract was determined to be 6.71%, which remains unchanged from the date of issuance. The remaining unamortized debt discount was $29.1 million as of June 30, 2022, and will be amortized over approximately 3.6 years. Convertible Senior Notes Hedge and Warrants In connection with the pricing of the 2026 Notes, the Company entered into the Notes Hedge with Bank of America, N.A., Jefferies International Limited and Goldman Sachs & Co. LLC (the “Option Counterparties”). The Notes Hedge provided the Company with the option to acquire, on a net settlement basis, approximately 7.4 million shares of Common Stock at a strike price of $20.85, which is equal to the number of shares of Common Stock that notionally underlie and corresponds to the conversion price of the 2026 Notes. The Company also entered into Warrant Transactions with the Option Counterparties relating to the same number of shares of the Common Stock, subject to customary anti-dilution adjustments. The strike price of the Warrant Transactions is $26.53 per share, which represents a 75.0% premium to the last reported sale price of the Common Stock on The NASDAQ Capital Market on February 2, 2021, and is subject to certain adjustments under the terms of the Warrant Transactions. The Company was initially required to settle the Notes Hedge in cash, as they did not qualify for the scope exception for contracts involving an issuer’s own equity in ASC 815 and were accounted for as a derivative asset. Upon initial purchase, the Notes Hedge was recorded in our consolidated balance sheets in convertible senior notes hedge at $33.2 million. In the second quarter of fiscal 2022, the stockholders of the Company approved an increase to the number of authorized shares of Common Stock, to an amount sufficient to settle the conversion of the 2026 Notes. As a result of the increase to the number of authorized shares of Common Stock, the Company reclassified the Notes Hedge to additional paid-in capital. As of June 30, 2022, the Notes Hedge is included in additional paid-in capital in the consolidated balance sheet and will not be remeasured provided the requirements to qualify for the scope exception in ASC 815-10-15-74(a) continue to be met and the Company had not purchased any shares under the Notes Hedge. As a result of the Warrant Transactions, the Company is required to recognize incremental dilution of earnings per share to the extent the average share price is over $26.53 for any fiscal quarter. During the three months ended June 30, 2022, there was no |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES Leases The Company’s principal executive offices, as well as its research and development facility, are located in approximately 29,000 square feet of office space in San Diego, California and the term of the lease continues through June 30, 2024. The Company’s other offices are located in Paris, France; Amsterdam, The Netherlands; New York, New York; Barcelona, Spain; London, United Kingdom; and St. Petersburg, Russia. The Company’s leases have remaining terms of one Lease liabilities expected to be paid within one year are recorded in current liabilities in the consolidated balance sheets. All other lease liabilities are recorded in non-current liabilities in the consolidated balance sheets. As of June 30, 2022, the Company had operating ROU assets of $5.5 million. As of June 30, 2022, total operating lease liabilities of $6.7 million were comprised of current lease liabilities of $1.9 million and non-current lease liabilities of $4.8 million. As of September 30, 2021, the Company had operating ROU assets of $7.1 million. As of September 30, 2021, total operating lease liabilities of $8.5 million were comprised of current lease liabilities of $1.9 million and non-current lease liabilities of $6.6 million. The Company recognized $0.6 million of operating lease costs in each of the three months ended June 30, 2022 and 2021. The Company recognized $1.7 million and $1.6 million of operating lease costs in the nine months ended June 30, 2022 and 2021, respectively. Operating lease costs are included within cost of revenue, selling and marketing, research and development, and general and administrative expenses, dependent upon the nature and use of the ROU asset, in the Company’s consolidated statement of operations and comprehensive income (loss). The Company paid $1.5 million in operating cash flows for operating leases in the nine months ended June 30, 2022. Maturities of operating lease liabilities as of June 30, 2022 were as follows (amounts shown in thousands) : Operating leases 2022—remaining $ 521 2023 2,029 2024 1,702 2025 613 2026 603 2027 608 Thereafter 974 Total lease payments 7,050 Less: amount representing interest (372) Present value of future lease payments $ 6,678 Legal Proceedings Claim Against ICAR On June 11, 2018, a claim was filed before Court of First Instance 5 (Juzgado de Primera Instancia) of Barcelona, Spain, the first instance court in the Spanish civil procedure system, against ICAR. The claim, also directed towards Mr. Xavier Codó Grasa, the former controlling shareholder of ICAR and its current General Manager at the time the claim was filed, was brought by the Spanish company Global Equity & Corporate Consulting, S.L. for an alleged breach by ICAR of a services agreement entered into in the context of the sale of all of the shares in ICAR to Mitek Holding B.V., a wholly owned subsidiary of the Company. ICAR responded to the claim on September 7, 2018. After several postponements as a consequence of the COVID-19 pandemic, on March 3, 2022 the trial was held. On June 7, 2022, the Court of First Instance 5 of Barcelona issued a judgment which fully upheld the claim and declared that Mr. Xavier Codó Grasa and ICAR had to pay the amount and damages claimed by Global Equity & Corporate Consulting, S.L. equal to €0.8 million (or $0.9 million), plus the interest accrued and the legal fees. ICAR and Mr Xavier Codó Grasa submitted an appeal against this judgment on July 13, 2022. Global Equity & Corporate Consulting, S.L. filed an opposition to that appeal on September 2, 2022. The next procedural step will be the voting and issuing of the ruling on the appeal. According to the terms of the sale and purchase agreement concerning the acquisition of the shares in ICAR, Mitek Holding B.V. is to be indemnified in respect of any damages suffered by ICAR and/or Mitek Holding B.V. in respect of this claim. Third Party Claims Against Our Customers The Company receives indemnification demands from end-user customers who received third party patentee offers to license patents and allegations of patent infringement. Some of the offers and allegations have resulted in ongoing litigation. The Company is not a party to any such litigation. License offers to and infringement allegations against the Company’s end-customers were made by Lighthouse Consulting Group, LLC; Lupercal, LLC; Pebble Tide, LLC; Dominion Harbor Group, LLC; and IP Edge, LLC, which appear to be non-practicing entities (“NPEs”)—often called “patent trolls”—and not the Company’s competitors. These NPEs may seek to extract settlements from our end-customers, resulting in new or renewed indemnification demands to the Company. At this time, the Company does not believe it is obligated to indemnify any customers or end-customers resulting from license offers or patent infringement allegations by the companies listed above. However, the Company could incur substantial costs if it is determined that it is required to indemnify any customers or end-customers in connection with these offers or allegations. Given the potential for impact to other customers and the industry, the Company is actively monitoring the offers, allegations and any resulting litigation. On July 7, 2018, United Services Automobile Association (“USAA”) filed a lawsuit against Wells Fargo Bank, N.A. (“Wells Fargo”) in the Eastern District of Texas alleging that Wells Fargo’s remote deposit capture systems (which in part utilize technology provided by the Company to Wells Fargo through a partner) infringe four USAA owned patents related to mobile deposits (the “First Wells Lawsuit”). On August 17, 2018, USAA filed a second lawsuit (the “Second Wells Lawsuit” and together with the First Wells Lawsuit, the “Wells Lawsuits”) against Wells Fargo in the Eastern District of Texas asserting that an additional five patents owned by USAA were infringed by Wells Fargo’s remote deposit capture system. In neither lawsuit was the Company named in the Complaint as an infringer nor at any time did USAA allege specifically that the Company’s products by themselves infringed any of the asserted patents. Subsequently, on November 6, 2019, a jury in the First Wells Lawsuit found that Wells Fargo willfully infringed at least one of the Subject Patents (as defined below) and awarded USAA $200 million in damages. In the Second Wells Lawsuit, USAA dropped two of the patents from the litigation, and the judge in the case found that one of the remaining three patents was invalid. On January 10, 2020, a jury in the Second Wells Lawsuit found that Wells Fargo willfully infringed at least one of the patents at issue in that case and awarded USAA $102 million in damages. No Mitek product was accused of infringing either of the two patents in question in the Second Wells Lawsuit as the litigation involved broad banking processes and not the Company’s specific mobile deposit features. USAA and Wells Fargo subsequently reached a settlement, and on April 1, 2021 the Court granted the parties’ joint motion and stipulation of dismissal of the Wells Lawsuits with prejudice. Wells Fargo filed petitions for Inter Partes Review (“IPR”) with the Patent Trial and Appeal Board (“PTAB”) challenging the validity of the four patents in the First Wells Lawsuit. Three of those four petitions were instituted, while one (relating to U.S. Patent No. 9,818,090 (“the ‘090 Patent”)) was denied institution. On November 24, 2020 and January 26, 2021, the PTAB issued final written decisions determining that Wells Fargo had not demonstrated by a preponderance of the evidence that any claims of the U.S. Patent Nos. 8,977,571 (“the ’571 Patent”), 8,699,779 (“the ’779 Patent”), or ‘9,336,517 (“the ’517 Patent”) were unpatentable. On September 30, 2020, USAA filed suit against PNC Bank (the “First PNC Lawsuit”) in the Eastern District of Texas alleging infringement of U.S. Patent Nos. 10,482,432 (“the ‘432 Patent”) and 10,621,559. These two patents are continuations of an asserted patent in the Second Wells Lawsuit and relate to similar subject matter. On October 19, 2020, PNC Bank’s integration partner, NCR Corporation, sent an indemnification demand to the Company requesting indemnification from all claims related to the First PNC Lawsuit. The complaint against PNC Bank does not claim that any Company product infringes any of the asserted patents. At this time, the Company does not believe it is obligated to indemnify NCR Corporation or end-users of NCR Corporation resulting from the patent infringement allegations by USAA. On December 4, 2020, USAA filed an amended complaint against PNC Bank also asserting two patents at issue in the First Wells Lawsuit—the ’779 Patent and the ’571 Patent. On February 2, 2021, NCR Corporation sent a second indemnification demand to the Company requesting indemnification of the claims described in the amended complaint. On March 31, 2021, USAA filed another suit against PNC Bank in the Eastern District of Texas alleging infringement of two patents from the Second Wells Lawsuit, U.S. Patent Nos. 10,013,605 (“the ‘605 Patent”) and 10,013,681 (“the ‘681 Patent”) (the “Second PNC Lawsuit”). On July 7, 2021, USAA filed a third lawsuit against PNC Bank (the “Third PNC Lawsuit” and together with the First PNC Lawsuit and the Second PNC Lawsuit, the “PNC Lawsuits”) asserting infringement of U.S. Patents 10,769,598; 10,402,638; and 9,224,136. A jury trial was held in May 2022 on the consolidated First PNC Lawsuit and Second PNC Lawsuit. The jury found that PNC willfully infringed at least one patent claim and awarded USAA $218 million in damages. The Court denied PNC Bank’s equitable defenses and entered a Final Judgment in the First PNC Lawsuit on August 19, 2022. The Court has not entered a Final Judgment in the Second PNC Lawsuit. While neither the Wells Lawsuits nor the PNC Lawsuits name the Company as a defendant, given (among other factors) the Company’s prior history of litigation with USAA and the continued use of the Company’s products by its customers, on November 1, 2019, the Company filed a complaint in the U.S. District Court for the Northern District of California seeking declaratory judgment that its products do not infringe the ’779 Patent, the ’571 Patent, the ’517 Patent, and the ’090 Patent (collectively, the “Subject Patents”). On January 15, 2020, USAA filed motions requesting the dismissal of the declaratory judgement of the Subject Patents and transfer of the case to the Eastern District of Texas, both of which the Company opposed. On April 21, 2020, the Court in the Northern District of California transferred the Company’s declaratory judgement action to the Eastern District of Texas and did not rule on USAA’s motion to dismiss. On April 28, 2021, the Court in the Eastern District of Texas granted USAA’s motion to dismiss the Company’s declaratory judgment action on jurisdictional grounds. The Court’s ruling did not address the merits of the Company’s claim of non-infringement. The Company appealed the ruling on the motion to dismiss and the decision to transfer the declaratory judgment action from California to Texas to the U.S. Court of Appeals for the Federal Circuit. The Federal Circuit heard oral argument on the Company’s appeal on April 4, 2022 and on May 20 2022, issued an opinion vacating and remanding the district court’s order granting USAA’s motion to dismiss. On August 1, 2022, the parties submitted additional briefing to the district court in light of Federal Circuit’s opinion. The Company continues to believe that its products do not infringe the Subject Patents and will vigorously defend the right of its end-users to use its technology. In April, May, and June 2020, the Company filed petitions for IPR with the PTAB of the U.S. Patent & Trademark Office challenging the validity of the Subject Patents. On November 6 and 17, 2020, the PTAB decided to exercise its discretion and deny institution of the four petitions due to the alleged relationship between the Company and Wells Fargo, who previously filed petitions for IPR on the Subject Patents. The PTAB did not address the merits of the Company’s petitions or the prior art cited in those petitions. The Company continues to believe that the prior art cited in the petitions renders all the claims of the Subject Patents invalid. On each of December 6, 2020, December 17, 2020, and February 23, 2021, the Company filed requests for rehearing and Precedential Opinion Panel (“POP”) review of the four denied IPR petitions. The Patent Office denied the requests for rehearing and for POP review. In September 2020, the Company filed an additional two petitions for IPR with the U.S. Patent & Trademark Office challenging the validity of the ‘681 Patent and the ‘605 Patent—two of the patents at issue in the Second Wells Lawsuit. In March 2021, the PTAB decided not to institute the two petitions. On July 7, July 14, and July 21, 2021, PNC Bank filed six additional petitions for IPR with the U.S. Patent & Trademark Office challenging the validity of the ’779 Patent, the ’571 Patent, the ‘559 Patent, and the ‘432 Patent. On August 27, 2021, PNC filed two additional petitions for IPR challenging the validity of the ‘681 Patent and the ‘605 Patent. In October and November of 2021, PNC Bank filed four more petitions for IPR challenging the validity of the ‘638 Patent, the ‘136 Patent, and the ‘598 Patent. The Patent Office denied institution with respect to the petitions challenging the ‘432 Patent, the ‘605 Patent, the ‘681 Patent, and the ‘638 Patent, but instituted inter partes review on the petitions relating to the ‘779 Patent, the ‘571 Patent, the ‘559 Patent, and the ‘598 Patent—finding a reasonable likelihood that at least one challenged patent claim was invalid. Final decisions from the Patent Office regarding the validity of these patents are expected in early 2023. On August 16, 2021, USAA filed suit against BBVA USA (“BBVA”) in the Eastern District of Texas alleging infringement of the same patents at issue in the PNC Lawsuits. While the Company’s IPR petitions were mentioned in the complaint, the Company was not named as a defendant or mentioned in connection with any alleged infringement. BBVA then sent the Company an indemnification demand on September 7, 2021. For the same reasons discussed above in connection with PNC, the Company does not believe it is obligated to indemnify BBVA. On July 29, 2022, USAA filed another patent infringement lawsuit against Truist Bank (“Truist”) in the Eastern District of Texas. The lawsuit alleges infringement of the ’090 Patent, the ’432 Patent, and the U.S. Patent No. 11,182,753. The Company was not named as a defendant or mentioned in connection with any alleged infringement. On October 5, 2022, Truist’s integration partner, NCR Corporation, sent an indemnification demand to the Company requesting indemnification from all claims related to the lawsuit. For the same reasons discussed above in connection with the PNC Lawsuits, the Company does not believe it is obligated to indemnify NCR Corporation or end-users of NCR Corporation resulting from the patent infringement allegations by USAA. On October 7, 2022, Truist filed a motion to transfer venue to the Western District of North Carolina. The motion is still pending. The Company incurred legal fees of $1.1 million in the nine months ended June 30, 2022 related to third party claims against our customers. Such fees are included in general and administrative expenses in the consolidated statement of operations and comprehensive income (loss). Claim Against UrbanFT, Inc. On July 31, 2019, the Company filed a lawsuit against one of its customers, UrbanFT, Inc. (“UrbanFT”) in the United States District Court for the Southern District of California (case No. 19-CV-1432-CAB-DEB). UrbanFT was delinquent in payment and attempted to justify its non-payment by asserting that the Company is or may be infringing on purported UrbanFT patents. The Company filed such lawsuit to collect the delinquent payments and to obtain a declaratory judgment of non-infringement of five purported UrbanFT patents. UrbanFT filed an answer and later asserted infringement of two of the five patents-at-issue in the Company’s lawsuit against UrbanFT. The Company thereafter filed counterclaims seeking a declaration that the two patents asserted by UrbanFT were invalid in addition to not being infringed. During the course of the litigation, the Company learned that a judgment had been entered against UrbanFT’s affiliates and its predecessor owner in which an Oregon court ordered that the patents in issue revert to a prior owner, Mr. Stevens, because UrbanFT’s affiliates did not pay the purchase price owed to the prior owner. On September 8, 2020, the Company filed a motion for summary judgment on its breach of contract claim and the patent claims and counterclaims. On September 15, 2020, the District Court issued an order to show cause regarding jurisdiction over patent issues in light of the Oregon judgment. On December 17, 2020, the District Court dismissed Mitek’s claims for declaratory judgment of non-infringement and UrbanFT’s counterclaims for patent infringement and related affirmative defenses based on infringement of the patents for lack of subject matter jurisdiction because UrbanFT does not own the patents. The District Court then dismissed the remaining state law collection claims without prejudice to refiling in state court. On December 18, 2020, the Company filed a new suit against UrbanFT in the Superior Court of the State of California, County of San Diego (case no. 37-2020-00046670-CU-BC-CTL) asserting claims for breach of contract, open book account, and monetary damages. UrbanFT filed an answer and did not assert any cross-claims. The Company filed a motion for summary judgment which was heard on April 15, 2022. The Court granted the Company’s motion and on June 2, 2022, entered a judgment in favor of the Company for $1.7 million in compensatory damages, plus costs, including attorney’s fees. The Company filed a motion for recovery of its attorneys’ fees of $0.9 million. The motion is set to be heard in January 2023. The time for UrbanFT to appeal the $1.7 million in compensatory damage judgment has expired. UrbanFT may appeal any attorneys’ fee or cost award. Claim Against Maplebear, Inc (dba Instacart): On December 13, 2021, Mitek filed a lawsuit against Mapleabear Inc., d/b/a Instacart (“Maplebear”), in California Superior Court – San Diego County (Case No, 37-2021-00052089-CU-BC-CTL). Mitek is alleging breach of contract, breach of the implied covenant, and requesting over $2.0 million in damages. On August, 3, 2018 Maplebear entered into a Master Services Agreement (the “Master Services Agreement”) with Mitek agreeing to purchase a subscription to Mitek’s Mobile Verify Advanced service. On June 19, 2020, the parties entered into a second Order Form in connection with the Master Services Agreement. The Order Form has a term of June 18, 2020 to December 31, 2023 and calls for an annual commitment of $1.2 million. On September 23, 2021, Maplebear sent a letter to Mitek purporting to outline breaches under the Master Services Agreement. Mitek responded on November 11, 2021, refuting Maplebear’s claims and offering to engage in further discussions. Maplebear thereafter sent a Notice of Termination of the Master Services Agreement dated November 24, 2021. The Parties participated in mediation on March 15, 2022. The mediation did not result in the resolution of the case and, following mediation, the Parties stipulated that Maplebear’s response to Mitek’s complaint would be due on April 27, 2022. In lieu of filing a response to the complaint, Maplebear elected to file a Motion to Transfer Venue, which Mitek opposed; the hearing for the Motion to Transfer is presently scheduled for October 28, 2022. The Court has not set any deadlines in the case and the Parties have agreed to stay discovery while the Motion to Transfer remains pending. Biometric Information Privacy Act Claims On December 16, 2021, the Company was sued in a putative class action in state court in Illinois alleging that the Company had violated the Illinois Biometric Information Privacy Act (“BIPA”) with respect to identity verification services that the Company provided to its customer HyreCar, Inc. for HyreCar’s customers in Illinois (the “BIPA Lawsuit”). Plaintiff claimed that the Company had not obtained the required consent to collect and use Plaintiff’s biometric information, and that Plaintiff and a class of similarly situated individuals therefore are entitled to statutory damages under BIPA. The Company removed the BIPA Lawsuit to federal court, and on March 4, 2022 the Company filed (i) a Motion to Compel Arbitration based on HyreCar’s terms and conditions requiring HyreCar customers to arbitrate on an individual (non-class) basis (the “Arbitration Motion”); (ii) a Motion to Dismiss; and (iii) a Motion to Strike Class Allegations. On March 7, 2022, the Court struck the Motion to Dismiss and Motion to Strike Class Allegations without prejudice and set a briefing schedule on the Arbitration Motion. After the Arbitration Motion was fully briefed, on May 4, 2022 the Court denied the Arbitration Motion. On May 10, 2022, the Company initiated an appeal. The appeal is fully briefed and the Court has set oral argument for December 2, 2022. A decision is likely in early 2023. Other Legal Matters In addition to the foregoing, the Company is subject to various claims and legal proceedings arising in the ordinary course of its business. The Company accrues for such liabilities when it is both (i) probable that a loss has occurred and (ii) the amount of the loss can be reasonably estimated in accordance with ASC 450, Contingencies . While any legal proceeding has an element of uncertainty, the Company believes that the disposition of any legal proceedings that the Company and management are currently aware of, in the aggregate, will not have a material effect on the Company’s financial condition or results of operations. |
Revenue Concentration
Revenue Concentration | 9 Months Ended |
Jun. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
REVENUE CONCENTRATION | 11. REVENUE CONCENTRATION For the three months ended June 30, 2022, the Company derived revenue of $9.5 million from two customers, with such customers accounting for 14% and 10% of the Company’s total revenue, respectively. For the three months ended June 30, 2021, the Company derived revenue of $12.9 million from three customers, with such customers accounting for 16%, 13%, and 11% of the Company’s total revenue, respectively. For the nine months ended June 30, 2022, the Company derived revenue of $16.9 million from one customer, with such customer accounting for 16% of the Company’s total revenue. For the nine months ended June 30, 2021, the Company derived revenue of $23.7 million from two customers, with such customers accounting for 17% and 10% of the Company’s total revenue, respectively. The corresponding accounts receivable balances of customers from which revenues were in excess of 10% of total revenue were $4.8 million and $5.9 million at June 30, 2022 and 2021, respectively. The Company’s revenue is derived primarily from sales by the Company to channel partners, including systems integrators and resellers, and end-users of licenses to sell products covered by the Company’s patented technologies. These contractual arrangements do not obligate the Company’s channel partners to order, purchase or distribute any fixed or minimum quantities of the Company’s products. In most cases, the channel partners purchase the license from the Company after they receive an order from an end-user. The channel partners receive orders from various individual end-users; therefore, the sale of a license to a channel partner may represent sales to multiple end-users. End-users can purchase the Company’s products through more than one channel partner. Revenues can fluctuate based on the timing of license renewals by channel partners. When a channel partner purchases or renews a license, the Company receives a license fee in consideration for the grant of a license to sell the Company’s products and there are no future payment obligations related to such agreement; therefore, the license fee the Company receives with respect to a particular license renewal in one period does not have a correlation with revenue in future periods. During the last several quarters, sales of licenses to one or more channel partners have comprised a significant part of the Company’s revenue. This is attributable to the timing of renewals or purchases of licenses and does not represent a dependence on any single channel partner. The Company believes that it is not dependent upon any single channel partner, even those from which revenues were in excess of 10% of the Company’s total revenue in a specific reporting period, and that the loss or termination of the Company’s relationship with any such channel partner would not have a material adverse effect on the Company’s future operations because either the Company or another channel partner could sell the Company’s products to the end-user that had purchased from the channel partner the Company lost. International sales accounted for approximately 29% and 23% of the Company’s total revenue in the three months ended June 30, 2022 and 2021, respectively. International sales accounted for approximately 29% and 26% of the Company’s total revenue in the nine months ended June 30, 2022 and 2021, respectively. From a geographic perspective, approximately 68% and 24% of the Company’s total long-term assets as of June 30, 2022 and September 30, 2021, respectively, are associated with the Company’s international subsidiaries. From a geographic perspective, approximately 17% and 6% of the Company’s total long-term assets excluding goodwill and other intangible assets as of June 30, 2022 and September 30, 2021, respectively, are associated with the Company’s international subsidiaries. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 12. RELATED PARTY TRANSACTIONS In the third quarter of fiscal 2022, the Company made loans to two non-executive employees totaling $1.0 million. Such loans were issued on the same terms as those prevailing at the time for comparable loans to unrelated persons and do not involve more than the normal risk of collectability. The loans made to the non-executive employees are due in the fourth quarter of fiscal 2022 and are included in other current assets in the consolidated balance sheets. |
Nature of Operations and Summ_2
Nature of Operations and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations Mitek Systems, Inc. (“Mitek” or the “Company”) is a leading innovator of mobile image capture and digital identity verification solutions. Our solutions are embedded in native mobile apps and web browsers to facilitate digital consumer experiences. Mitek’s identity verification and authentication technologies and services make it possible for banks, financial services organizations and the world’s leading marketplace and sharing platforms to verify an individual’s identity during digital transactions, allowing them to reduce risk and meet regulatory requirements. Our advanced mobile deposit system enables secure, fast and convenient deposit services. Thousands of organizations use Mitek solutions to optimize the security of mobile check deposits, new account openings and more. To ensure a high level of security against evolving digital fraud threats, in May 2021, Mitek acquired ID R&D, Inc. (“ID R&D”), an award-winning provider of artificial intelligence-based voice and face biometrics and liveness detection. With a strong research and development team, ID R&D consistently delivers innovative, best-in-class biometric capabilities that raise the bar on usability and performance. In March 2022, Mitek acquired HooYu Ltd. (“HooYu”), a leading KYC technology provider in the United Kingdom. The acquisition helps to ensure businesses know the true identity of their customers by linking biometric verification with real-time bureau and sanction database checks. |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements of the Company as of June 30, 2022 have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and, accordingly, they do not include all information and footnote disclosures required by accounting principles generally accepted in the U.S. (“GAAP”). The Company believes the footnotes and other disclosures made in the financial statements are adequate for a fair presentation of the results of the interim periods presented. The financial statements include all adjustments (solely of a normal recurring nature) which are, in the opinion of management, necessary to make the information presented not misleading. You should read these financial statements and the accompanying notes in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021, filed with the U.S. Securities and Exchange Commission (“SEC”) on December 13, 2021. Results for the nine months ended June 30, 2022 are not necessarily indicative of results for any other interim period or for a full fiscal year. |
Principles of Consolidation | Principles of ConsolidationThe consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Foreign Currency | Foreign CurrencyThe Company has foreign subsidiaries that operate and sell products and services in various countries and jurisdictions around the world. As a result, the Company is exposed to foreign currency exchange risks. For those subsidiaries whose functional currency is not the U.S. dollar, assets and liabilities are translated into U.S. dollars equivalents at the exchange rate in effect on the balance sheet date and revenues and expenses are translated into U.S. dollars using the average exchange rate over the period. Resulting currency translation adjustments are recorded in accumulated other comprehensive loss in the consolidated balance sheets. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, deferred taxes, and related disclosure of contingent assets and |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers , and its related amendments (collectively known as “ASC 606”). ASC 606 outlines a single comprehensive model to be used in accounting for revenue arising from contracts with customers. The core principle, involving a five-step process, of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company generates revenue primarily from the delivery of licenses and related services to customers (for both on-premise and software as a service (“SaaS”) products), as well as the delivery of hardware and professional services. Revenue is measured based on consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer which may be at a point in time or over time. Contract Assets and Liabilities The Company recognizes revenue when control of the license is transferred to the customer. The Company records a contract asset when the revenue is recognized prior to the date payments become due. Contract assets that are expected to be paid within one year are recorded in current assets on the consolidated balance sheets. All other contract assets are recorded in other non-current assets in the consolidated balance sheet. Contract liabilities consist of deferred revenue. When the performance obligation is expected to be fulfilled within one year, the deferred revenue is recorded in current liabilities in the consolidated balance sheet. When the performance obligation is expected to be fulfilled beyond one year, the deferred revenue is recorded in non-current liabilities in the consolidated balance sheet. The Company reports net contract asset or liability positions on a customer-by-customer basis at the end of each reporting period. Contract Costs The Company incurs incremental costs to obtain a contract, consisting primarily of sales commissions incurred only if a contract is obtained. When the commission rate for a customer renewal is not commensurate with the commission rate for a new contract, the commission is capitalized if expected to be recovered. Such costs are capitalized and amortized using a portfolio approach consistent with the pattern of transfer of the good or service to which the asset relates. Contract costs are recorded in other current and non-current assets in the consolidated balance sheets. Nature of Goods and Services The following is a description of principal activities from which the Company generates its revenue. Contracts with customers are evaluated on a contract-by-contract basis as contracts may include multiple types of goods and services as described below. Software and Hardware Software and hardware revenue is generated from on-premise software license sales, as well as sales of hardware scanner boxes and on-premise appliance products. For software license agreements that are distinct, the Company recognizes software license revenue upon delivery and after evidence of a contract exists. Hardware revenue is recognized at a point in time upon shipment and after evidence of a contract exists. Services and Other Services and other revenue is generated from the sale of SaaS products and services, maintenance associated with the sale of on-premise software licenses and consulting and professional services. The Company recognizes services revenue over the period in which such services are performed. The Company’s SaaS offerings gives customers the option to be charged upon their incurred usage in arrears (“Pay as You Go”), or they may commit to a minimum spend over their contracted period. Revenue related to Pay as You Go contracts are recognized based on the customers’ actual usage. Revenue related to commitment contracts are recognized on a ratable basis over the contract period including an estimate of usage above the minimum commitment. Usage above minimum commitment is estimated by looking at usage in previous months and other factors and projecting out for the rest of the contract. The estimated usage-based revenues are constrained to the amount the Company expects to be entitled to receive in exchange for providing access to its platform. If professional services are deemed to be distinct, revenue is recognized as services are performed. If the up-front fee is not distinct, revenue is deferred until the date the customer commences use of the Company’s services, at which point it is recognized ratably over the life of the customer arrangement. The Company does not view the signing of the contract or the provision of initial setup services as discrete earnings events that are distinct. Significant Judgments in Application of the Guidance The Company uses the following methods, inputs, and assumptions in determining amounts of revenue to recognize: Identification of Performance Obligations For contracts that contain multiple performance obligations, which include combinations of software licenses, maintenance, and services, the Company accounts for individual goods or services as a separate performance obligation if they are distinct. The good or service is distinct if the good or service is separately identifiable from other items in the arrangement and if a customer can benefit from it on its own or with other resources that are readily available to the customer. If these criteria are not met, the promised goods or services are accounted for as a combined performance obligation. Determination of Transaction Price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring products or services to the customer. The Company includes any fixed charges within its contracts as part of the total transaction price. To the extent that variable consideration is not constrained, the Company includes an estimate of the variable amount, as appropriate, within the total transaction price and updates its assumptions over the duration of the contract. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less. Assessment of Estimates of Variable Consideration Many of the Company’s contracts with customers contain some component of variable consideration; however, variable consideration will only be included in the transaction price to the extent it is probable that a significant reversal of revenues recognized will not occur when the uncertainty associated with the variable consideration is resolved. The Company may constrain the estimated transaction price in the event of a high degree of uncertainty as to the final consideration amount owed because of an extended length of time over which the fees may be adjusted or due to uncertainty surrounding collectability. Allocation of Transaction Price The transaction price, including any discounts, is allocated between separate goods and services in a contract that contains multiple performance obligations based on their relative standalone selling prices. The standalone selling prices are based on the prices at which the Company separately sells each good or service. For items that are not sold separately, the Company estimates the standalone selling prices using available information such as market conditions and internally approved pricing guidelines. In certain situations, primarily transactional SaaS revenue described above, the Company allocates variable consideration to a series of distinct goods or services within a contract. The Company allocates variable payments to one or more, but not all, of the distinct goods or services or to a series of distinct goods or services in a contract when (i) the variable payment relates specifically to the Company’s efforts to transfer the distinct good or service and (ii) the variable payment is for an amount that depicts the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised goods or services to its customer. |
Net Income Per Share | Net Income Per Share The Company calculates net income per share in accordance with FASB ASC Topic 260, Earnings per Share . Basic net income per share is based on the weighted-average number of common shares outstanding during the period. Diluted net income per share also gives effect to all potentially dilutive securities outstanding during the period, such as restricted stock units (“RSUs”), stock options, and shares issued under the Company’s Employee Stock Purchase Plan (“ESPP”), and convertible senior notes and warrants, if dilutive. In a period with a net loss position, potentially dilutive securities are not included in the computation of diluted net loss per share because to do so would be antidilutive, and the number of shares used to calculate basic and diluted net loss per share is the same. |
Investments | Investments Investments consist of corporate notes and bonds, commercial paper, U.S. Treasury securities, and asset-backed securities. The Company classifies investments as available-for-sale at the time of purchase and reevaluates such classification as of each balance sheet date. All investments are recorded at estimated fair value. Unrealized gains and losses for available-for-sale securities are included in accumulated other comprehensive loss, a component of stockholders’ equity. The Company evaluates its investments to assess whether those with unrealized loss positions are other-than-temporarily impaired. Impairments are considered to be other-than-temporary if they are related to deterioration in credit risk or if it is likely that the Company will sell the securities before the recovery of its cost basis. Realized gains and losses and declines in value judged to be other-than-temporary are determined based on the specific identification method and are reported in other income (expense), net in the consolidated statements of operations and comprehensive income (loss). No other-than-temporary impairment charges were recognized in the three and nine months ended June 30, 2022 and 2021. All investments whose maturity or sale is expected within one year are classified as “current” on the consolidated balance sheets. All other securities are classified as “long-term” on the consolidated balance sheets. |
Convertible Senior Note Hedge and Embedded Conversion Derivative | Convertible Senior Notes Hedge and Embedded Conversion Derivative In February 2021, the Company issued $155.3 million aggregate principal amount of 0.75% convertible notes due 2026 (the “2026 Notes”). Concurrently with the issuance of the 2026 Notes, the Company entered into privately-negotiated convertible senior note hedge (the “Notes Hedge”) and warrant transactions (the “Warrant Transactions”) which, in combination, are intended to reduce the potential dilution from the conversion of the 2026 Notes. Prior to the Company increasing the number of authorized shares of its common stock, par value $0.001 per share (“Common Stock”), the Company could not elect to issue shares of its Common Stock upon settlement of the 2026 Notes due to insufficient authorized share capital. As a result, the embedded conversion option (the “embedded conversion derivative”) was accounted for as a derivative liability and the Notes Hedge as a derivative asset with the resulting gain (or loss) reported in other income, net, in the consolidated statement of operations to the extent the valuation changed from the date of issuance of the 2026 Notes. The Company increased its authorized shares of Common Stock in the second quarter of fiscal 2022 and as such can issue shares of its Common Stock upon settlement of the 2026 Notes. As a result, the embedded conversion option (the “embedded conversion derivative”) and the Notes Hedge are now recorded in additional paid-in-capital in the consolidated balance sheet and are not remeasured as long as they continue to meet the conditions for equity classification. The Warrant Transactions were recorded in additional paid-in-capital in the consolidated balance sheet and are not remeasured as long as |
Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit LossesTrade accounts receivable are recorded at the net invoice value and are not interest bearing. The Company considers receivables past due based on the contractual payment terms. The Company calculates expected credit losses for its trade accounts receivable and contract assets. Expected credit losses include losses expected based on known credit issues with certain customers as well as a general expected credit loss allowance based on relevant information, including historical loss rates, current conditions, and reasonable economic forecasts that affect collectability. The Company updates its allowance for credit losses on a quarterly basis with changes in the allowance recognized in income from operations. |
Capitalized Software Development Costs | Capitalized Software Development CostsCosts related to software acquired, developed, or modified solely to meet our internal requirements, with no substantive plans to market such software at the time of development, are capitalized. Costs incurred during the preliminary planning and evaluation stage of the project and during the post-implementation operational stage are expensed as incurred. Costs incurred during the application development stage of the project are capitalized. The Company defines the design, configuration, and coding process as the application development stage. |
Goodwill and Purchased Intangible Assets | Goodwill and Purchased Intangible Assets The Company’s goodwill and intangible assets resulted from prior acquisitions. Goodwill and intangible assets with indefinite useful lives are not amortized, but are tested for impairment at least annually or as circumstances indicate that their value may no longer be recoverable. In accordance with ASC Topic 350, Intangibles—Goodwill and Other (“ASC 350”), the Company reviews its goodwill and indefinite-lived intangible assets for impairment at least annually in its fiscal fourth quarter and more frequently if events or changes in circumstances occur that indicate a potential reduction in the fair value of its reporting unit and/or its indefinite-lived intangible asset below their respective carrying values. Examples of such events or circumstances include: a significant adverse change in legal factors or in the business climate, a significant decline in the Company’s stock price, a significant decline in the Company’s projected revenue or cash flows, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, or the presence of other indicators that would indicate a reduction in the fair value of a reporting unit. No such events or circumstances have occurred since the last impairment assessment was performed. The Company’s goodwill is considered to be impaired if management determines that the carrying value of the reporting unit to which the goodwill has been assigned exceeds management’s estimate of its fair value. Based on the guidance provided by ASC 350 and ASC Topic 280, Segment Reporting , management has determined that the Company operates in one segment and consists of one reporting unit given the similarities in economic characteristics between its operations and the common nature of its products, services and customers. Because the Company has only one reporting unit, and because the Company is publicly traded, the Company determines the fair value of the reporting unit based on the market price of its common stock as it believes this represents the best evidence of fair value. In the fourth quarter of the fiscal year ended September 30, 2021, management completed its annual goodwill impairment test and concluded that the Company’s goodwill was not impaired. The Company’s conclusion that goodwill was not impaired was based on a comparison of its net assets to its market capitalization. There was no impairment of goodwill during the three and nine months ended June 30, 2022 and 2021. Because the Company determines the fair value of its reporting unit based on its market capitalization, the Company’s future reviews of goodwill for impairment may be impacted by changes in the price of the Common Stock. For example, a significant decline in the price of the Common Stock may cause the fair value of its goodwill to fall below its carrying value. Therefore, the Company cannot assure that when it completes its future reviews of goodwill for impairment a material impairment charge will not be recorded. |
Guarantees | Guarantees In the ordinary course of business, the Company is not subject to potential obligations under guarantees that fall within the scope of FASB ASC Topic 460, Guarantees (“ASC 460”), except for standard indemnification and warranty provisions that are contained within many of the Company’s customer license and service agreements and certain supplier agreements, and give rise only to the disclosure requirements prescribed by ASC 460. Indemnification and warranty provisions contained within the Company’s customer license and service agreements and certain supplier agreements are generally consistent with those prevalent in the Company’s industry. The Company has not historically incurred significant obligations under customer indemnification or warranty provisions and does not expect to incur significant obligations in the future. Accordingly, the Company does not maintain accruals for potential customer indemnification or warranty-related obligations. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities arise from temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years. Management evaluates the available evidence about future taxable income and other possible sources of realization of deferred tax assets. The valuation allowance reduces deferred tax assets to an amount that represents management’s best estimate of the amount of such deferred tax assets that more likely than not will be realized. See Note 8. “Income Taxes” of the consolidated financial statements for additional details. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to income tax matters in income tax expense. See Note 8. “Income Taxes” of the consolidated financial statements for additional details. |
Stock-Based Compensation | Stock-Based Compensation The Company issues RSUs, stock options, performance options, and performance RSUs as awards to its employees. Additionally, eligible employees may participate in the ESPP. Employee stock awards are measured at fair value on the date of grant and expense is recognized using the straight-line single-option method in accordance with FASB ASC Topic 718, Compensation—Stock Compensation . Forfeitures are recorded as they occur. The Company assigns fair value to RSUs based on the closing stock price of its Common Stock on the date of grant. The Company estimates the fair value of stock options and ESPP shares using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. The expected term of options granted is derived from historical data on employee exercises and post-vesting employment termination behavior. The risk-free rate selected to value any particular grant is based on the U.S. Treasury rate that corresponds to the expected life of the grant effective as of the date of the grant. The expected volatility is based on the historical volatility of the Company’s stock price. These factors could change in the future, affecting the determination of stock-based compensation expense in future periods. The Company estimates the fair value of performance options, senior executive performance restricted stock units, and similar awards using the Monte-Carlo simulation. The Monte-Carlo simulation requires subjective assumptions, including the Company’s valuation date stock price, the annual risk-free interest rate, expected volatility, the probability of reaching the stock performance targets, and a 20-trading-day average stock price. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) consists of net income, unrealized gains and losses on available-for-sale securities, and foreign currency translation adjustments. |
Recently Adopted Accounting Pronouncements, Change in Significant Accounting Policy and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability and the payment terms and their effect on subsequent revenue recognized by the acquirer. ASU 2021-08 will improve comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination and improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. ASU 2021-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption is permitted, including adoption in an interim period. The Company early adopted the guidance in the second quarter of fiscal 2022 and it did not have a material impact on its consolidated financial statements. In August 2020, the FASB issued Accounting Standards Update 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 accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features through equity. Without an initial allocation of proceeds to the conversion option, the debt will likely have a lower discount, thereby resulting in less noncash interest expense through accretion. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for such exception. ASU 2020-06 also simplifies the diluted net income per share calculation in certain areas. ASU 2020-06 is effective for annual and interim periods beginning after December 15, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. This update permits the use of either the modified retrospective or fully retrospective method of transition. The Company adopted ASU 2020-06 in the first quarter of fiscal 2022, however, it had no impact to the financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. The Company prospectively adopted this ASU 2019-12 in the first quarter of fiscal 2022 and it did not have a material impact on its consolidated financial statements. Change in Significant Accounting Policy The Company has consistently applied the accounting policies to all periods presented in its consolidated financial statements. Recently Issued Accounting Pronouncements No new accounting pronouncement issued or effective during the nine months ended June 30, 2022 had, or is expected to have, a material impact on the Company’s consolidated financial statements. |
Fair Value Measurements and Disclosures | Fair Value Measurements and Disclosures FASB ASC Topic 820, Fair Value Measurements (“ASC 820”) defines fair value, establishes a framework for measuring fair value under GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 describes a fair value hierarchy based on the following three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last, unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities; • Level 2—Inputs other than Level 1 inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. • Level 2: Convertible Senior Notes and corporate debt securities. Corporate debt securities are valued using quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. On February 5, 2021, the Company issued the 2026 Notes as further described in Note 9. “Convertible Senior Notes.” Concurrently with the issuance of the 2026 Notes, the Company entered into the Notes Hedge and Warrant Transactions which in combination are intended to reduce the potential dilution from the conversion of the 2026 Notes. Initially, conversion of the 2026 Notes could only be settled in cash; however, following the increase in the Company’s authorized shares of Common Stock in the second quarter of fiscal 2022, which satisfied certain share reservation conditions, conversion of the 2026 Notes may be settled in cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election. The embedded conversion derivative associated with the 2026 Notes previously meet the criteria for an embedded derivative liability which required bifurcation and separate accounting. The Notes Hedge was previously classified as a derivative asset on the Company’s consolidated balance sheet. Following the increase in the Company’s authorized shares of Common Stock in the second quarter of fiscal 2022, the Notes Hedge and embedded conversion derivative were reclassified to additional paid-in capital as the equity classification criteria is met. Changes in the fair value of these derivatives prior to being classified in equity were reflected in Other income (expense), net, in the Company’s consolidated statement of operations and comprehensive income (loss). The fair value of the Notes Hedge and the embedded conversion derivative were estimated using a Black-Scholes model. Based on the fair value hierarchy, the Company classified the Notes Hedge and the embedded conversion derivative as Level 2 as significant inputs are observable, either directly or indirectly. The significant inputs and assumptions used in the models to calculate the fair value of the derivatives include the Common Stock price, exercise price of the derivatives, risk-free interest rate, volatility, annual coupon rate and remaining contractual term. |
Nature of Operations and Summ_3
Nature of Operations and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Potentially Dilutive Common Shares Excluded from Calculation of Net Income per Share | For the three and nine months ended June 30, 2022 and 2021, the following potentially dilutive common shares were excluded from the calculation of net income per share, as they would have been antidilutive ( amounts in thousands ): Three Months Ended June 30, Nine Months Ended June 30, 2022 2021 2022 2021 Stock options 540 524 484 593 RSUs 853 1,248 861 1,177 ESPP common stock equivalents 148 73 36 27 Performance options 678 263 550 224 Performance RSUs 492 98 279 109 Convertible senior notes 7,448 7,448 7,448 3,983 Warrants 7,448 7,448 7,448 3,983 Total potentially dilutive common shares outstanding 17,607 17,102 17,106 10,096 |
Schedule of Calculation of Basic and Diluted Net Income Per Share | The calculation of basic and diluted net income per share is as follows ( amounts in thousands, except per share data) : Three Months Ended June 30, Nine Months Ended June 30, 2022 2021 2022 2021 Net income $ 811 $ 2,985 $ 4,948 $ 6,171 Weighted-average shares outstanding—basic 44,669 43,773 44,721 43,145 Common stock equivalents 555 1,421 1,072 1,501 Weighted-average shares outstanding—diluted 45,224 45,194 45,793 44,646 Net income per share: Basic $ 0.02 $ 0.07 $ 0.11 $ 0.14 Diluted $ 0.02 $ 0.07 $ 0.11 $ 0.14 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents the Company's revenue disaggregated by major product category ( amounts in thousands ): Three Months Ended June 30, Nine Months Ended June 30, 2022 2021 2022 2021 Major product category Deposits software and hardware $ 16,910 $ 15,817 $ 46,605 $ 38,705 Deposits services and other 5,010 4,963 15,670 14,887 Deposits revenue 21,920 20,780 62,275 53,592 Identity verification software and hardware 2,910 1,156 7,940 3,583 Identity verification services and other 14,503 9,842 36,305 29,351 Identity verification revenue 17,413 10,998 44,245 32,934 Total revenue $ 39,333 $ 31,778 $ 106,520 $ 86,526 |
Schedule of Contract Balances | The following table provides information about contract assets and contract liabilities from contracts with customers ( amounts in thousands ) as of: June 30, 2022 September 30, 2021 Contract assets, current $ 5,125 $ 4,080 Contract assets, non-current 4,922 4,409 Contract liabilities (deferred revenue), current 13,220 10,381 Contract liabilities (deferred revenue), non-current 1,409 955 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Estimated Fair Values of the Assets Acquired and Liabilities Assumed as Part of a Business Acquisition | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed from the ID R&D Acquisition and HooYu Acquisition as of their respective closing dates ( amounts shown in thousands ): ID R&D HooYu Accounts receivable $ 173 $ 1,234 Property, plant, and equipment 114 243 Other current assets 147 630 Intangible assets 16,930 73,100 Goodwill 27,748 74,312 Current liabilities (425) (2,456) Deferred revenue — (2,612) Deferred income tax liabilities (2,355) (16,896) Net assets acquired $ 42,332 $ 127,555 |
Schedule of Intangible Assets Acquired | The following table summarizes the estimated fair values and estimated useful lives of intangible assets with definite lives acquired from the ID R&D Acquisition and the HooYu Acquisition as of their respective closing dates ( amounts shown in thousands, except for years ): ID R&D Amortization Period Amount assigned Completed technologies 7.0 years $ 14,020 Customer relationships 3.0 years 2,540 Trade name 5.0 years 370 Total intangible assets acquired $ 16,930 HooYu Amortization Period Amount assigned Completed technologies 7.0 years $ 61,400 Customer relationships 5.0 years 5,000 Trade name 5.0 years 6,100 Covenants not to compete 3.0 years $ 600 Total intangible assets acquired $ 73,100 |
Schedule of Pro Forma Information | The following unaudited pro forma financial information should not be taken as representative of the Company’s future consolidated results of operations and includes adjustments for the amortization expense related to the identified intangible assets. The following table summarizes the Company’s unaudited pro forma financial information and is presented as if the ID R&D Acquisition and the HooYu Acquisition occurred as of the beginning of the fiscal year preceding the acquisition ( amounts shown in thousands ): Three months ended June 30, Nine months ended June 30, 2022 2021 2022 2021 Pro forma revenue $ 39,333 $ 34,191 $ 112,256 $ 94,661 Pro forma net income (loss) $ 812 $ (1,344) $ (4,766) $ (6,669) |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Changes in Restructuring Accrual | The following table summarizes changes in the restructuring accrual during the nine months ended June 30, 2022 (amounts shown in thousands) : Balance at September 30, 2021 $ — Costs incurred 1,807 Balance at June 30, 2022 $ 1,807 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investments by Type of Security | The following tables summarize investments by type of security as of June 30, 2022 and September 30, 2021 (amounts shown in thousands): June 30, 2022: Cost Gross Unrealized Gains Gross Unrealized Losses Fair Market Value Available-for-sale securities: U.S. Treasury, short-term $ 4,024 $ — $ (71) $ 3,953 Foreign government and agency securities, short-term 2,877 — (45) 2,832 Corporate debt securities, short-term 43,346 — (600) 42,746 U.S. Treasury, long-term 5,440 — (212) 5,228 Corporate debt securities, long-term 14,750 — (444) 14,306 Total $ 70,437 $ — $ (1,372) $ 69,065 September 30, 2021: Cost Gross Unrealized Gains Gross Unrealized Losses Fair Market Value Available-for-sale securities: U.S. Treasury, short-term $ 4,222 $ 1 $ — $ 4,223 Asset-backed securities, short-term 4,812 1 (2) 4,811 Corporate debt securities, short-term 140,042 6 (25) 140,023 U.S. Treasury, long-term 6,996 1 (2) 6,995 Foreign government and agency securities, long-term 2,909 — (1) 2,908 Corporate debt securities, long-term 38,184 3 (39) 38,148 Total $ 197,165 $ 12 $ (69) $ 197,108 |
Schedule of Fair Value of Investments Measured on Recurring Basis | The following tables represent the fair value hierarchy of the Company’s investments, convertible senior notes hedge, acquisition-related contingent consideration, and embedded conversion derivative as of June 30, 2022 and September 30, 2021, respectively (amounts shown in thousands) : June 30, 2022: Balance Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Short-term investments: U.S. Treasury $ 3,953 $ 3,953 $ — $ — Foreign government and agency securities 2,832 — 2,832 — Corporate debt securities 42,746 — 42,746 — Total short-term investments at fair value 49,531 3,953 45,578 — Long-term investments: U.S. Treasury 5,228 5,228 — — Corporate debt securities 14,306 — 14,306 — Total long-term investments at fair value 19,534 5,228 14,306 — Total assets at fair value $ 69,065 $ 9,181 $ 59,884 $ — Liabilities: Current liabilities: Acquisition-related contingent consideration $ 4,980 $ — $ — $ 4,980 Non-current liabilities: Acquisition-related contingent consideration 100 — — 100 Total liabilities at fair value $ 5,080 $ — $ — $ 5,080 September 30, 2021: Balance Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Short-term investments: U.S. Treasury $ 4,223 $ 4,223 $ — $ — Asset-backed securities, short-term 4,811 — 4,811 — Corporate debt securities 140,023 — 140,023 — Total short-term investments at fair value 149,057 4,223 144,834 — Long-term investments: U.S. Treasury 6,995 6,995 — — Foreign government and agency securities 2,908 — 2,908 — Corporate debt securities 38,148 — 38,148 — Total long-term investments at fair value 48,051 6,995 41,056 — Convertible senior notes hedge 48,208 — 48,208 — Total assets at fair value $ 245,316 $ 11,218 $ 234,098 $ — Liabilities: Current liabilities: Acquisition-related contingent consideration $ 11,050 $ — $ — $ 11,050 Non-current liabilities: Acquisition-related contingent consideration 5,720 — — 5,720 Embedded conversion derivative 48,208 — 48,208 — Total liabilities at fair value $ 64,978 $ — $ 48,208 $ 16,770 |
Schedule of Contingent Consideration Measured at Fair Value | The following table includes a summary of the contingent consideration measured at fair value using significant unobservable inputs (Level 3) during the nine months ended June 30, 2022 (amounts shown in thousands) : Balance at September 30, 2021 $ 16,770 Reduction of expense due to changes in fair value (2,198) Payment and issuance of stock as contingent consideration associated with the ID R&D acquisition (9,492) Balance at June 30, 2022 $ 5,080 The following table presents the fair value and the change in fair value for the embedded conversion derivative ( in thousands ): Embedded conversion derivative Fair value as of September 30, 2021 $ 48,208 Remeasurement to fair value on March 3, 2022 (19,692) Impact of increase of authorized shares of common stock on convertible senior notes hedge (28,516) Fair value as of June 30, 2022 $ — The remeasurement of the embedded conversion derivative to fair value on March 3, 2022 was offset by the remeasurement of the Notes Hedge. See details of the remeasurement of the Notes Hedge below. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table summarizes changes in the balance of goodwill during the nine months ended June 30, 2022 (amounts shown in thousands) : Balance at September 30, 2021 $ 63,096 Acquisition of HooYu 74,312 Foreign currency effect on goodwill (9,416) Balance at June 30, 2022 $ 127,992 |
Schedule of Intangible Assets | Intangible assets as of June 30, 2022 and September 30, 2021, respectively, are summarized as follows (amounts shown in thousands, except for years): June 30, 2022: Weighted Average Amortization Period Cost Accumulated Amortization Net Completed technologies 6.9 years $ 95,761 $ 24,635 $ 71,126 Customer relationships 4.7 years 25,168 16,683 8,485 Trade names 5.0 years 7,088 1,458 5,630 Covenants not to compete 3.0 years 600 98 502 Total intangible assets $ 128,617 $ 42,874 $ 85,743 September 30, 2021: Weighted Average Amortization Period Cost Accumulated Amortization Net Completed technologies 6.6 years $ 34,361 $ 13,311 $ 21,050 Customer relationships 4.6 years 20,168 12,905 7,263 Trade names 4.7 years 988 567 421 Total intangible assets $ 55,517 $ 26,783 $ 28,734 |
Schedule of Estimated Future Amortization Expense | The estimated future amortization expense related to intangible assets for each of the five succeeding fiscal years is expected to be as follows (amounts shown in thousands): Estimated Future Amortization Expense 2022—remaining $ 4,649 2023 16,744 2024 14,570 2025 13,333 2026 12,151 Thereafter 24,296 Total $ 85,743 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Schedule of Stock-Based Compensation Expense Related to Stock Options and RSUs | The following table summarizes stock-based compensation expense related to RSUs, stock options, and ESPP shares, which was allocated as follows (amounts shown in thousands) : Three Months Ended June 30, Nine Months Ended June 30, 2022 2021 2022 2021 Cost of revenue $ 82 $ 89 $ 249 $ 258 Selling and marketing 1,273 857 3,351 2,537 Research and development 1,071 797 2,875 2,313 General and administrative 1,262 1,124 3,642 3,474 Stock-based compensation expense included in expenses $ 3,688 $ 2,867 $ 10,117 $ 8,582 |
Schedule of Stock Option Activity | The following table summarizes stock option activity under the Company’s equity plans during the nine months ended June 30, 2022: Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term ( in years ) Aggregate Intrinsic Value ( in thousands ) Outstanding at September 30, 2021 816,717 $ 7.42 5.8 $ 9,046 Granted — $ — Exercised (35,625) $ 6.68 Canceled — $ — Outstanding at June 30, 2022 781,092 $ 7.49 4.3 1,505 Vested and Expected to Vest at June 30, 2022 781,092 $ 7.49 4.3 1,505 Exercisable at June 30, 2022 748,942 $ 7.42 4.2 1,505 |
Schedule of RSU Activity | The following table summarizes RSU activity under the Company’s equity plans during the nine months ended June 30, 2022: Number of Shares Weighted-Average Fair Market Value Per Share Outstanding at September 30, 2021 2,411,267 $ 9.99 Granted 1,185,481 14.80 Settled (838,292) 9.38 Canceled (228,480) 10.90 Outstanding at June 30, 2022 2,529,976 12.37 |
Schedule of Performance RSU Activity | The following table summarizes Performance RSU activity under the Company’s equity plans during the nine months ended June 30, 2022: Number of Shares Weighted-Average Fair Market Value Per Share Outstanding at September 30, 2021 528,724 $ 9.17 Granted 629,279 15.60 Settled (176,864) 8.42 Canceled (18,952) 12.84 Outstanding at June 30, 2022 962,187 13.44 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Values of Company's 2026 Notes | The carrying values of the Company’s 2026 Notes are as follows ( in thousands ): 2026 Notes: June 30, 2022 September 30, 2021 Principal amount $ 155,250 $ 155,250 Less: unamortized discount and issuance costs, net of amortization (29,093) (34,332) Carrying amount $ 126,157 $ 120,918 2026 Notes embedded conversion derivative $ — $ 48,208 |
Schedule of Changes in Fair Value of Embedded Conversion Derivative | The following table includes a summary of the contingent consideration measured at fair value using significant unobservable inputs (Level 3) during the nine months ended June 30, 2022 (amounts shown in thousands) : Balance at September 30, 2021 $ 16,770 Reduction of expense due to changes in fair value (2,198) Payment and issuance of stock as contingent consideration associated with the ID R&D acquisition (9,492) Balance at June 30, 2022 $ 5,080 The following table presents the fair value and the change in fair value for the embedded conversion derivative ( in thousands ): Embedded conversion derivative Fair value as of September 30, 2021 $ 48,208 Remeasurement to fair value on March 3, 2022 (19,692) Impact of increase of authorized shares of common stock on convertible senior notes hedge (28,516) Fair value as of June 30, 2022 $ — The remeasurement of the embedded conversion derivative to fair value on March 3, 2022 was offset by the remeasurement of the Notes Hedge. See details of the remeasurement of the Notes Hedge below. |
Schedule of Interest Costs Recognized Related to 2026 Notes | The following table presents the total amount of interest cost recognized relating to the 2026 Notes ( in thousands ): Three Months Ended June 30, Nine Months Ended June 30, 2022 2021 2022 2021 Contractual interest expense $ 290 $ 290 $ 886 $ 463 Amortization of debt discount and issuance costs 1,787 1,933 5,239 3,080 Total interest expense recognized $ 2,077 $ 2,223 $ 6,125 $ 3,543 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities as of June 30, 2022 were as follows (amounts shown in thousands) : Operating leases 2022—remaining $ 521 2023 2,029 2024 1,702 2025 613 2026 603 2027 608 Thereafter 974 Total lease payments 7,050 Less: amount representing interest (372) Present value of future lease payments $ 6,678 |
Nature of Operations and Summ_4
Nature of Operations and Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) segment reportingUnit $ / shares | Jun. 30, 2021 USD ($) | Dec. 31, 2017 | Sep. 30, 2021 USD ($) $ / shares | Feb. 28, 2021 USD ($) | Feb. 05, 2021 USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Foreign currency translation gain (loss) | $ (13,595,000) | $ 747,000 | $ (16,724,000) | $ 859,000 | ||||
Other-than-temporary impairment charges recognized | $ 0 | 0 | $ 0 | 0 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Recoveries of allowance for doubtful accounts | $ 29,000 | |||||||
Write-offs of allowance for doubtful accounts | 0 | $ 21,000 | 35,000 | |||||
Allowance for doubtful accounts receivable | 500,000 | 500,000 | $ 400,000 | |||||
Capitalized software development costs for internal use | 200,000 | 200,000 | 600,000 | 600,000 | ||||
Amortization expense from capitalized software development costs for internal use | 100,000 | 100,000 | $ 200,000 | 300,000 | ||||
Number of operating segments | segment | 1 | |||||||
Number of reporting units | reportingUnit | 1 | |||||||
Goodwill impairment | 0 | $ 0 | $ 0 | 0 | ||||
Impairment charges related to intangible assets | $ 0 | $ 0 | ||||||
Trading-day average stock price period (in days) | 20 days | |||||||
Accumulated other comprehensive loss | 17,856,000 | $ 17,856,000 | 943,000 | |||||
Cumulative translation adjustment | 16,300,000 | 16,300,000 | 700,000 | |||||
Other comprehensive loss | 1,600,000 | 1,600,000 | 200,000 | |||||
Convertible Debt | 2026 Notes | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Debt issued | $ 155,300,000 | $ 155,300,000 | ||||||
Debt interest rate | 0.75% | 0.75% | ||||||
HooYu | Spanish Government Agencies | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Debt interest rate | 0% | |||||||
Amount outstanding under loan agreement | 1,400,000 | 1,400,000 | 800,000 | |||||
HooYu | Spanish Government Agencies | Other current liabilities | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Current loans payable | 100,000 | 100,000 | 100,000 | |||||
HooYu | Spanish Government Agencies | Other non-current liabilities | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Noncurrent loans payable | $ 1,300,000 | $ 1,300,000 | $ 700,000 | |||||
Minimum | HooYu | Spanish Government Agencies | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Term of loan agreement (in years) | 5 years | |||||||
Maximum | HooYu | Spanish Government Agencies | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Term of loan agreement (in years) | 12 years |
Nature of Operations and Summ_5
Nature of Operations and Summary of Significant Accounting Policies - Potentially Dilutive Common Shares Excluded from Calculation of Net Income per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common shares outstanding (in shares) | 17,607 | 17,102 | 17,106 | 10,096 |
Stock options | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common shares outstanding (in shares) | 540 | 524 | 484 | 593 |
RSUs | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common shares outstanding (in shares) | 853 | 1,248 | 861 | 1,177 |
ESPP common stock equivalents | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common shares outstanding (in shares) | 148 | 73 | 36 | 27 |
Performance options | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common shares outstanding (in shares) | 678 | 263 | 550 | 224 |
Performance RSUs | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common shares outstanding (in shares) | 492 | 98 | 279 | 109 |
Convertible senior notes | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common shares outstanding (in shares) | 7,448 | 7,448 | 7,448 | 3,983 |
Warrants | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common shares outstanding (in shares) | 7,448 | 7,448 | 7,448 | 3,983 |
Nature of Operations and Summ_6
Nature of Operations and Summary of Significant Accounting Policies - Calculation of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Accounting Policies [Abstract] | ||||
Net income | $ 811 | $ 2,985 | $ 4,948 | $ 6,171 |
Weighted-average shares outstanding - basic (in shares) | 44,669 | 43,773 | 44,721 | 43,145 |
Common stock equivalents (in shares) | 555 | 1,421 | 1,072 | 1,501 |
Weighted-average shares outstanding - diluted (in shares) | 45,224 | 45,194 | 45,793 | 44,646 |
Net income per share: | ||||
Basic (in dollars per share) | $ 0.02 | $ 0.07 | $ 0.11 | $ 0.14 |
Diluted (in dollars per share) | $ 0.02 | $ 0.07 | $ 0.11 | $ 0.14 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 39,333 | $ 31,778 | $ 106,520 | $ 86,526 |
Deposits revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 21,920 | 20,780 | 62,275 | 53,592 |
Identity verification revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 17,413 | 10,998 | 44,245 | 32,934 |
Transferred at Point in Time | Deposits software and hardware | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 16,910 | 15,817 | 46,605 | 38,705 |
Transferred at Point in Time | Identity verification software and hardware | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 2,910 | 1,156 | 7,940 | 3,583 |
Transferred over Time | Deposits services and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 5,010 | 4,963 | 15,670 | 14,887 |
Transferred over Time | Identity verification services and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 14,503 | $ 9,842 | $ 36,305 | $ 29,351 |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |||||
Contract assets, current | $ 5,125 | $ 5,125 | $ 4,080 | ||
Contract assets, non-current | 4,922 | 4,922 | 4,409 | ||
Contract liabilities (deferred revenue), current | 13,220 | 13,220 | 10,381 | ||
Contract liabilities (deferred revenue), non-current | 1,409 | 1,409 | $ 955 | ||
Revenue recognized included in contract liability balance at the beginning of the period | $ 1,100 | $ 600 | $ 11,100 | $ 8,500 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | |||||
Revenue recognized included in contract liability balance at the beginning of the period | $ 1,100,000 | $ 600,000 | $ 11,100,000 | $ 8,500,000 | |
Impairment losses recognized on contract costs | $ 0 | $ 0 | |||
Sales Revenue Net | Transferred at Point in Time | Product Concentration Risk | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue, percentage | 50.40% | 53.40% | 51.20% | 48.90% | |
Selling and marketing | |||||
Disaggregation of Revenue [Line Items] | |||||
Contract costs included in selling and marketing expenses | $ 300,000 | $ 300,000 | $ 1,000,000 | $ 800,000 | |
Other Current and Non-current Assets | |||||
Disaggregation of Revenue [Line Items] | |||||
Contract costs | $ 2,400,000 | $ 2,400,000 | $ 2,300,000 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) | 2 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Mar. 23, 2022 USD ($) | May 28, 2021 USD ($) shares | Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | |
Business Acquisition [Line Items] | ||||||||
Amortization and acquisition-related costs | $ 3,283,000 | $ 2,224,000 | $ 9,947,000 | $ 5,576,000 | ||||
Goodwill expected to be deductible for income tax purposes | $ 0 | |||||||
ID R&D | ||||||||
Business Acquisition [Line Items] | ||||||||
Aggregate purchase price | 49,000,000 | |||||||
Initial cash payment paid for acquisition | $ 13,000,000 | |||||||
Common stock issued during acquisition (in shares) | shares | 867,226 | |||||||
Common stock issued during acquisition, value | $ 13,900,000 | |||||||
Earnout period shift (in years) | 1 year | |||||||
Fair value of contingent consideration | $ 15,700,000 | |||||||
Amortization and acquisition-related costs | 600,000 | |||||||
Escrow deposit | $ 4,000,000 | |||||||
Period to maintain escrow deposit (in months) | 24 months | |||||||
ID R&D | First Earnout Period | ||||||||
Business Acquisition [Line Items] | ||||||||
Aggregate purchase price | $ 9,500,000 | |||||||
Initial cash payment paid for acquisition | 6,800,000 | |||||||
Earnout period (in years) | 1 year | |||||||
Contingent consideration arrangement, range of outcomes, high | $ 12,300,000 | |||||||
Earnout percentage | 0.15 | |||||||
Common stock issued during acquisition, value | $ 2,700,000 | |||||||
ID R&D | Second Earnout Period | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent consideration arrangement, range of outcomes, high | $ 9,800,000 | |||||||
HooYu | ||||||||
Business Acquisition [Line Items] | ||||||||
Initial cash payment paid for acquisition | $ 129,100,000 | |||||||
Fair value of contingent consideration | 1,600,000 | |||||||
Amortization and acquisition-related costs | $ 3,200,000 | |||||||
Percentage of outstanding share capital acquired | 100% | |||||||
Payments to Sellers and third-party legal and investment advisors | $ 127,500,000 | |||||||
Revenue from business combinations, actual | $ 2,700,000 | |||||||
Net loss from business combinations, actual | $ 800,000 |
Business Combinations - Schedul
Business Combinations - Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 23, 2022 | Sep. 30, 2021 | May 28, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 127,992 | $ 63,096 | ||
ID R&D | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | $ 173 | |||
Property, plant, and equipment | 114 | |||
Other current assets | 147 | |||
Intangible assets | 16,930 | |||
Goodwill | 27,748 | |||
Current liabilities | (425) | |||
Deferred revenue | 0 | |||
Deferred income tax liabilities | (2,355) | |||
Net assets acquired | $ 42,332 | |||
HooYu | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | $ 1,234 | |||
Property, plant, and equipment | 243 | |||
Other current assets | 630 | |||
Intangible assets | 73,100 | |||
Goodwill | 74,312 | |||
Current liabilities | (2,456) | |||
Deferred revenue | (2,612) | |||
Deferred income tax liabilities | (16,896) | |||
Net assets acquired | $ 127,555 |
Business Combinations - Sched_2
Business Combinations - Schedule of Intangible Assets Acquired (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Mar. 23, 2022 | May 28, 2021 | Jun. 30, 2022 | Sep. 30, 2021 | |
Customer relationships | ||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||
Amortization Period (in years) | 4 years 8 months 12 days | 4 years 7 months 6 days | ||
Covenants not to compete | ||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||
Amortization Period (in years) | 3 years | |||
ID R&D | ||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||
Amount assigned | $ 16,930 | |||
ID R&D | Completed technologies | ||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||
Amortization Period (in years) | 7 years | |||
Amount assigned | $ 14,020 | |||
ID R&D | Customer relationships | ||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||
Amortization Period (in years) | 3 years | |||
Amount assigned | $ 2,540 | |||
ID R&D | Trade name | ||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||
Amortization Period (in years) | 5 years | |||
Amount assigned | $ 370 | |||
HooYu | ||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||
Amount assigned | $ 73,100 | |||
HooYu | Completed technologies | ||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||
Amortization Period (in years) | 7 years | |||
Amount assigned | $ 61,400 | |||
HooYu | Customer relationships | ||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||
Amortization Period (in years) | 5 years | |||
Amount assigned | $ 5,000 | |||
HooYu | Trade name | ||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||
Amortization Period (in years) | 5 years | |||
Amount assigned | $ 6,100 | |||
HooYu | Covenants not to compete | ||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||
Amortization Period (in years) | 3 years | |||
Amount assigned | $ 600 |
Business Combinations - Pro For
Business Combinations - Pro Forma Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||||
Pro forma revenue | $ 39,333 | $ 34,191 | $ 112,256 | $ 94,661 |
Pro forma net income (loss) | $ 812 | $ (1,344) | $ (4,766) | $ (6,669) |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Restructuring Reserve [Roll Forward] | ||||
Costs incurred | $ 1,807 | $ 0 | $ 1,807 | $ 0 |
HooYu | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve, Beginning Balance | 0 | |||
Costs incurred | 1,807 | |||
Restructuring Reserve, Ending Balance | $ 1,807 | $ 1,807 |
Investments - Summary of Invest
Investments - Summary of Investments by Type of Security (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Sep. 30, 2021 |
Schedule Of Available For Sale Securities [Line Items] | ||
Cost | $ 70,437 | $ 197,165 |
Gross Unrealized Gains | 0 | 12 |
Gross Unrealized Losses | (1,372) | (69) |
Short-term investments: | 49,531 | 149,057 |
Long-term investments: | 19,534 | 48,051 |
Fair Market Value | 69,065 | 197,108 |
U.S. Treasury | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized cost, short-term | 4,024 | 4,222 |
Amortized cost, long-term | 5,440 | 6,996 |
Gross Unrealized Gains, short-term | 0 | 1 |
Gross Unrealized Gains, long-term | 0 | 1 |
Gross Unrealized Losses, short-term | (71) | 0 |
Gross Unrealized Losses, long-term | (212) | (2) |
Short-term investments: | 3,953 | 4,223 |
Long-term investments: | 5,228 | 6,995 |
Asset-backed securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized cost, short-term | 4,812 | |
Gross Unrealized Gains, short-term | 1 | |
Gross Unrealized Losses, short-term | (2) | |
Short-term investments: | 4,811 | |
Corporate debt securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized cost, short-term | 43,346 | 140,042 |
Amortized cost, long-term | 14,750 | 38,184 |
Gross Unrealized Gains, short-term | 0 | 6 |
Gross Unrealized Gains, long-term | 0 | 3 |
Gross Unrealized Losses, short-term | (600) | (25) |
Gross Unrealized Losses, long-term | (444) | (39) |
Short-term investments: | 42,746 | 140,023 |
Long-term investments: | 14,306 | 38,148 |
Foreign government and agency securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized cost, short-term | 2,877 | |
Amortized cost, long-term | 2,909 | |
Gross Unrealized Gains, short-term | 0 | |
Gross Unrealized Gains, long-term | 0 | |
Gross Unrealized Losses, short-term | (45) | |
Gross Unrealized Losses, long-term | (1) | |
Short-term investments: | $ 2,832 | |
Long-term investments: | $ 2,908 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |||||
Contractual maturities of available-for-sale securities due within one year | $ 49,500,000 | $ 49,500,000 | |||
Contractual maturities of available-for-sale securities due beyond one year to five years | 19,500,000 | 19,500,000 | |||
Other-than-temporary impairment charges recognized | 0 | $ 0 | 0 | $ 0 | |
Realized gains (losses) from sale of available-for-sale securities | 0 | $ 0 | (300,000) | $ 0 | |
Acquisition-related consideration, current | 4,980,000 | 4,980,000 | $ 11,050,000 | ||
Acquisition-related contingent consideration | $ 100,000 | $ 100,000 | $ 5,720,000 |
Investments - Summary of Fair V
Investments - Summary of Fair Value of Investments Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Sep. 30, 2021 |
Assets: | ||
Short-term investments: | $ 49,531 | $ 149,057 |
Long-term investments: | 19,534 | 48,051 |
Convertible senior notes hedge | 48,208 | |
Total assets at fair value | 69,065 | 245,316 |
Current liabilities: | ||
Acquisition-related contingent consideration | 4,980 | 11,050 |
Non-current liabilities: | ||
Acquisition-related contingent consideration | 100 | 5,720 |
Embedded conversion derivative | 48,208 | |
Total liabilities at fair value | 5,080 | 64,978 |
U.S. Treasury | ||
Assets: | ||
Short-term investments: | 3,953 | 4,223 |
Long-term investments: | 5,228 | 6,995 |
Asset-backed securities | ||
Assets: | ||
Short-term investments: | 4,811 | |
Foreign government and agency securities | ||
Assets: | ||
Short-term investments: | 2,832 | |
Long-term investments: | 2,908 | |
Corporate debt securities | ||
Assets: | ||
Short-term investments: | 42,746 | 140,023 |
Long-term investments: | 14,306 | 38,148 |
Quoted Prices in Active Markets (Level 1) | ||
Assets: | ||
Short-term investments: | 3,953 | 4,223 |
Long-term investments: | 5,228 | 6,995 |
Convertible senior notes hedge | 0 | |
Total assets at fair value | 9,181 | 11,218 |
Current liabilities: | ||
Acquisition-related contingent consideration | 0 | 0 |
Non-current liabilities: | ||
Acquisition-related contingent consideration | 0 | 0 |
Embedded conversion derivative | 0 | |
Total liabilities at fair value | 0 | 0 |
Quoted Prices in Active Markets (Level 1) | U.S. Treasury | ||
Assets: | ||
Short-term investments: | 3,953 | 4,223 |
Long-term investments: | 5,228 | 6,995 |
Quoted Prices in Active Markets (Level 1) | Asset-backed securities | ||
Assets: | ||
Short-term investments: | 0 | |
Quoted Prices in Active Markets (Level 1) | Foreign government and agency securities | ||
Assets: | ||
Short-term investments: | 0 | |
Long-term investments: | 0 | |
Quoted Prices in Active Markets (Level 1) | Corporate debt securities | ||
Assets: | ||
Short-term investments: | 0 | 0 |
Long-term investments: | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Short-term investments: | 45,578 | 144,834 |
Long-term investments: | 14,306 | 41,056 |
Convertible senior notes hedge | 48,208 | |
Total assets at fair value | 59,884 | 234,098 |
Current liabilities: | ||
Acquisition-related contingent consideration | 0 | 0 |
Non-current liabilities: | ||
Acquisition-related contingent consideration | 0 | 0 |
Embedded conversion derivative | 48,208 | |
Total liabilities at fair value | 0 | 48,208 |
Significant Other Observable Inputs (Level 2) | U.S. Treasury | ||
Assets: | ||
Short-term investments: | 0 | 0 |
Long-term investments: | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Asset-backed securities | ||
Assets: | ||
Short-term investments: | 4,811 | |
Significant Other Observable Inputs (Level 2) | Foreign government and agency securities | ||
Assets: | ||
Short-term investments: | 2,832 | |
Long-term investments: | 2,908 | |
Significant Other Observable Inputs (Level 2) | Corporate debt securities | ||
Assets: | ||
Short-term investments: | 42,746 | 140,023 |
Long-term investments: | 14,306 | 38,148 |
Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Short-term investments: | 0 | 0 |
Long-term investments: | 0 | 0 |
Convertible senior notes hedge | 0 | |
Total assets at fair value | 0 | 0 |
Current liabilities: | ||
Acquisition-related contingent consideration | 4,980 | 11,050 |
Non-current liabilities: | ||
Acquisition-related contingent consideration | 100 | 5,720 |
Embedded conversion derivative | 0 | |
Total liabilities at fair value | 5,080 | 16,770 |
Significant Unobservable Inputs (Level 3) | U.S. Treasury | ||
Assets: | ||
Short-term investments: | 0 | 0 |
Long-term investments: | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Asset-backed securities | ||
Assets: | ||
Short-term investments: | 0 | |
Significant Unobservable Inputs (Level 3) | Foreign government and agency securities | ||
Assets: | ||
Short-term investments: | 0 | |
Long-term investments: | 0 | |
Significant Unobservable Inputs (Level 3) | Corporate debt securities | ||
Assets: | ||
Short-term investments: | 0 | 0 |
Long-term investments: | $ 0 | $ 0 |
Investments - Summary of Contin
Investments - Summary of Contingent Consideration Measured at Fair Value (Details) - Significant Unobservable Inputs (Level 3) - Contingent Consideration $ in Thousands | 9 Months Ended |
Jun. 30, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning Balance | $ 16,770 |
Reduction of expense due to changes in fair value | (2,198) |
Payment and issuance of stock as contingent consideration associated with the ID R&D acquisition | (9,492) |
Ending Balance | $ 5,080 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | |
Goodwill and Intangible Assets [Line Items] | |||||
Goodwill | $ 127,992 | $ 127,992 | $ 63,096 | ||
Amortization of intangible assets | $ 4,700 | $ 1,900 | $ 9,176 | $ 5,241 | |
Minimum | |||||
Goodwill and Intangible Assets [Line Items] | |||||
Estimated useful lives of intangible assets (in years) | 3 years | ||||
Maximum | |||||
Goodwill and Intangible Assets [Line Items] | |||||
Estimated useful lives of intangible assets (in years) | 7 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Changes in Goodwill (Details) $ in Thousands | 9 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 63,096 |
Acquisition of HooYu | 74,312 |
Foreign currency effect on goodwill | (9,416) |
Ending balance | $ 127,992 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Cost | $ 128,617 | $ 55,517 |
Accumulated Amortization | 42,874 | 26,783 |
Net | $ 85,743 | $ 28,734 |
Completed technologies | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Weighted Average Amortization Period (in years) | 6 years 10 months 24 days | 6 years 7 months 6 days |
Cost | $ 95,761 | $ 34,361 |
Accumulated Amortization | 24,635 | 13,311 |
Net | $ 71,126 | $ 21,050 |
Customer relationships | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Weighted Average Amortization Period (in years) | 4 years 8 months 12 days | 4 years 7 months 6 days |
Cost | $ 25,168 | $ 20,168 |
Accumulated Amortization | 16,683 | 12,905 |
Net | $ 8,485 | $ 7,263 |
Trade names | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Weighted Average Amortization Period (in years) | 5 years | 4 years 8 months 12 days |
Cost | $ 7,088 | $ 988 |
Accumulated Amortization | 1,458 | 567 |
Net | $ 5,630 | $ 421 |
Covenants not to compete | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Weighted Average Amortization Period (in years) | 3 years | |
Cost | $ 600 | |
Accumulated Amortization | 98 | |
Net | $ 502 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Sep. 30, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022—remaining | $ 4,649 | |
2023 | 16,744 | |
2024 | 14,570 | |
2025 | 13,333 | |
2026 | 12,151 | |
Thereafter | 24,296 | |
Net | $ 85,743 | $ 28,734 |
Stockholders' Equity - Stock-Ba
Stockholders' Equity - Stock-Based Compensation Expense Related to Stock Options and RSUs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense included in expenses | $ 3,688 | $ 2,867 | $ 10,117 | $ 8,582 |
Unrecognized compensation expense related to outstanding stock options and RSUs | 32,600 | $ 32,600 | ||
Weighted average period for unrecognized compensation expense expected to be recognized (in years) | 2 years 6 months | |||
Cost of revenue | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense included in expenses | 82 | 89 | $ 249 | 258 |
Selling and marketing | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense included in expenses | 1,273 | 857 | 3,351 | 2,537 |
Research and development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense included in expenses | 1,071 | 797 | 2,875 | 2,313 |
General and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense included in expenses | $ 1,262 | $ 1,124 | $ 3,642 | $ 3,474 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Nov. 06, 2018 $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) shares | Dec. 16, 2020 USD ($) $ / shares shares | Oct. 22, 2021 shares | Sep. 30, 2021 $ / shares shares | Jun. 15, 2021 USD ($) | Jan. 31, 2020 shares | Dec. 13, 2019 USD ($) | Feb. 28, 2019 | Oct. 23, 2018 $ / right $ / shares shares | Mar. 07, 2018 shares | Mar. 10, 2017 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Unrecognized compensation expense related to outstanding stock options and RSUs | $ | $ 32,600,000 | $ 32,600,000 | |||||||||||||
Weighted average period for unrecognized compensation expense expected to be recognized (in years) | 2 years 6 months | ||||||||||||||
Purchase of common stock (in shares) | 781,092 | 781,092 | 816,717 | ||||||||||||
Recognized compensation expense | $ | $ 3,688,000 | $ 2,867,000 | $ 10,117,000 | $ 8,582,000 | |||||||||||
Total intrinsic value of options exercised | $ | $ 300,000 | $ 2,000,000 | |||||||||||||
Options granted (in shares) | 0 | 0 | |||||||||||||
Amount authorized and approved under share repurchase program | $ | $ 15,000,000 | $ 10,000,000 | |||||||||||||
Amount of shares repurchased | $ | $ 0 | $ 14,800,000 | $ 1,000,000 | ||||||||||||
Number of shares repurchased (in shares) | 0 | 886,204 | 137,000 | ||||||||||||
Average price of shares repurchased (in dollars per share) | $ / shares | $ 16.73 | $ 7.33 | |||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Percentage of common stock outstanding for acquiring person under right agreement | 4.90% | ||||||||||||||
Minimum | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Discount rate from market price, purchase date | 15% | ||||||||||||||
Series B Preferred Stock | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Number of preferred share purchase right for each share of common stock (in shares) | 1 | ||||||||||||||
Preferred stock, share conversion ratio | 0.001000 | ||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||||||||
Preferred stock, purchase price per right (in dollars per right) | $ / right | 35 | ||||||||||||||
Preferred stock, redemption price per share (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||||||
Number of rights redeemed or exchanged (in shares) | 0 | ||||||||||||||
RSUs | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Weighted average period for unrecognized compensation expense expected to be recognized (in years) | 2 years 7 months 6 days | ||||||||||||||
Awards outstanding (in shares) | 2,529,976 | 2,529,976 | 2,411,267 | ||||||||||||
Recognized compensation expense | $ | $ 2,500,000 | 2,000,000 | $ 7,100,000 | $ 6,000,000 | |||||||||||
Unrecognized compensation expense related to nonvested awards | $ | $ 24,000,000 | $ 24,000,000 | |||||||||||||
Performance RSUs | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Weighted average period for unrecognized compensation expense expected to be recognized (in years) | 2 years 4 months 24 days | ||||||||||||||
Awards outstanding (in shares) | 962,187 | 962,187 | 528,724 | ||||||||||||
Recognized compensation expense | $ | $ 900,000 | 300,000 | $ 2,100,000 | 1,000,000 | |||||||||||
Unrecognized compensation expense related to nonvested awards | $ | 8,200,000 | $ 8,200,000 | |||||||||||||
Stock options | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Weighted average period for unrecognized compensation expense expected to be recognized (in years) | 6 months | ||||||||||||||
Recognized compensation expense | $ | 100,000 | 200,000 | $ 400,000 | 500,000 | |||||||||||
Unrecognized compensation expense of stock options | $ | 400,000 | 400,000 | |||||||||||||
Performance options | Chief Executive Officer | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Number of common stock reserved for future grants (in shares) | 800,000 | ||||||||||||||
Recognized compensation expense | $ | $ 0 | 200,000 | $ 100,000 | 600,000 | |||||||||||
Exercise price per share (in dollars per share) | $ / shares | $ 9.50 | ||||||||||||||
2020 Plan | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Common stock reserved for issuance (in shares) | 4,500,000 | ||||||||||||||
Number of common stock reserved for future grants (in shares) | 1,406,785 | 1,406,785 | |||||||||||||
2020 Plan | RSUs | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Awards outstanding (in shares) | 1,495,347 | 1,495,347 | |||||||||||||
2020 Plan | Performance RSUs | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Awards outstanding (in shares) | 755,533 | 755,533 | |||||||||||||
Prior Plans | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Common stock reserved for issuance (in shares) | 107,903 | ||||||||||||||
Purchase of common stock (in shares) | 471,303 | 471,303 | |||||||||||||
Prior Plans | RSUs | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Awards outstanding (in shares) | 471,988 | 471,988 | |||||||||||||
ESPP | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Common stock reserved for issuance (in shares) | 1,000,000 | ||||||||||||||
Number of common stock reserved for future grants (in shares) | 450,151 | 450,151 | |||||||||||||
Issuance of common stock under employee stock purchase plan (in shares) | 549,849 | ||||||||||||||
Recognized compensation expense | $ | $ 100,000 | $ 100,000 | $ 400,000 | $ 400,000 | |||||||||||
ESPP | Maximum | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Discount rate from market price, offering date | 15% | ||||||||||||||
Director Plan | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Common stock reserved for issuance (in shares) | 1,500,000 | ||||||||||||||
Number of common stock reserved for future grants (in shares) | 144,412 | 144,412 | |||||||||||||
Director Plan | RSUs | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Purchase of common stock (in shares) | 259,513 | 259,513 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | |
Number of Shares | |||
Outstanding at beginning of period (in shares) | 816,717 | ||
Granted (in shares) | 0 | 0 | |
Exercised (in shares) | (35,625) | ||
Canceled (in shares) | 0 | ||
Outstanding at end of period (in shares) | 781,092 | 816,717 | |
Weighted-Average Exercise Price (in dollars per share) | |||
Outstanding at beginning of period (in dollars per share) | $ 7.42 | ||
Granted (in dollars per share) | 0 | ||
Exercised (in dollars per share) | 6.68 | ||
Canceled (in dollars per share) | 0 | ||
Outstanding at end of period (in dollars per share) | $ 7.49 | $ 7.42 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Vested and Expected to Vest (in shares) | 781,092 | ||
Exercisable (in shares) | 748,942 | ||
Vested and Expected to Vest, Weighted Average Exercise Price (in dollars per share) | $ 7.49 | ||
Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 7.42 | ||
Outstanding, Weighted-Average Remaining Contractual Terms (in Years) | 4 years 3 months 18 days | 5 years 9 months 18 days | |
Vested and Expected to Vest, Weighted Average Remaining Contractual Term (in Years) | 4 years 3 months 18 days | ||
Exercisable, Weighted Average Remaining Contractual Term (in Years) | 4 years 2 months 12 days | ||
Outstanding, Aggregate Intrinsic Value | $ 1,505 | $ 9,046 | |
Vested and Expected to Vest, Aggregate Intrinsic Value | 1,505 | ||
Exercisable, Aggregate Intrinsic Value | $ 1,505 |
Stockholders' Equity - RSU Acti
Stockholders' Equity - RSU Activity (Details) - RSUs | 9 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Number of Shares | |
Outstanding at beginning of period (in shares) | shares | 2,411,267 |
Granted (in shares) | shares | 1,185,481 |
Settled (in shares) | shares | (838,292) |
Canceled (in shares) | shares | (228,480) |
Outstanding at end of period (in shares) | shares | 2,529,976 |
Weighted-Average Fair Market Value Per Share | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 9.99 |
Granted (in dollars per share) | $ / shares | 14.80 |
Settled (in dollars per share) | $ / shares | 9.38 |
Canceled (in dollars per share) | $ / shares | 10.90 |
Outstanding at end of period (in dollars per share) | $ / shares | $ 12.37 |
Stockholders' Equity - Performa
Stockholders' Equity - Performance RSU Activity (Details) - Performance RSUs | 9 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Number of Shares | |
Outstanding at beginning of period (in shares) | shares | 528,724 |
Granted (in shares) | shares | 629,279 |
Settled (in shares) | shares | (176,864) |
Canceled (in shares) | shares | (18,952) |
Outstanding at end of period (in shares) | shares | 962,187 |
Weighted-Average Fair Market Value Per Share | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 9.17 |
Granted (in dollars per share) | $ / shares | 15.60 |
Settled (in dollars per share) | $ / shares | 8.42 |
Canceled (in dollars per share) | $ / shares | 12.84 |
Outstanding at end of period (in dollars per share) | $ / shares | $ 13.44 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision (benefit) | $ (556) | $ 304 | $ (504) | $ 187 |
Effective tax rate | (218.00%) | 9% | (11.00%) | 3% |
Convertible Senior Notes - Carr
Convertible Senior Notes - Carrying Value of 2026 Notes (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Sep. 30, 2021 | Feb. 05, 2021 |
Debt Instrument [Line Items] | |||
2026 Notes embedded conversion derivative | $ 48,208 | ||
Convertible Debt | 2026 Notes | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 155,250 | 155,250 | |
Less: unamortized discount and issuance costs, net of amortization | (29,093) | (34,332) | |
Carrying amount | 126,157 | 120,918 | |
Convertible Debt | 2026 Notes | Embedded conversion derivative | |||
Debt Instrument [Line Items] | |||
Less: unamortized discount and issuance costs, net of amortization | (29,100) | ||
2026 Notes embedded conversion derivative | $ 0 | $ 48,208 | $ 33,200 |
Convertible Senior Notes - Narr
Convertible Senior Notes - Narrative (Details) | 3 Months Ended | 9 Months Ended | 17 Months Ended | ||||||
Feb. 05, 2021 USD ($) tradingDay shares $ / shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) shares | Jun. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Feb. 28, 2021 USD ($) | Feb. 02, 2021 $ / shares | |
Debt Instrument [Line Items] | |||||||||
Payment costs related to hedge transactions | $ 0 | $ 33,192,000 | |||||||
Embedded conversion derivative | $ 48,208,000 | ||||||||
Senior notes hedge balance | $ 0 | 0 | $ 0 | $ 0 | 48,208,000 | ||||
Increase in additional paid-in-capital for sale or warrants | $ 23,909,000 | ||||||||
Convertible Debt | 2026 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt issued | $ 155,300,000 | $ 155,300,000 | |||||||
Debt interest rate | 0.75% | 0.75% | |||||||
Debt conversion ratio (per $1,000 principal amount) | 0.0479731000 | ||||||||
Debt conversion price (in dollars per share) | $ / shares | $ 20.85 | ||||||||
Conversion price premium percentage | 37.50% | ||||||||
Proceeds from debt offerings, net of discounts, commissions and expenses | $ 149,700,000 | ||||||||
Debt issuance costs | $ 5,500,000 | ||||||||
Remaining unamortized debt discount | 29,093,000 | 29,093,000 | 29,093,000 | 29,093,000 | 34,332,000 | ||||
Convertible Debt | 2026 Notes | Common Stock | |||||||||
Debt Instrument [Line Items] | |||||||||
Share price (in dollars per share) | $ / shares | $ 15.16 | ||||||||
Convertible Debt | 2026 Notes | During any calendar quarter commencing after the calendar quarter ending on June 30, 2021 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt conversion price percentage | 130% | ||||||||
Trading days in period (in days) | tradingDay | 20 | ||||||||
Consecutive trading days in period (in days) | tradingDay | 30 | ||||||||
Convertible Debt | 2026 Notes | Measurement period | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt conversion price percentage | 98% | ||||||||
Consecutive trading days in period (in days) | tradingDay | 5 | ||||||||
Convertible Debt | 2026 Notes | Embedded conversion derivative | |||||||||
Debt Instrument [Line Items] | |||||||||
Payment costs related to hedge transactions | $ 9,300,000 | ||||||||
Embedded conversion derivative | 33,200,000 | 0 | 0 | 0 | 0 | $ 48,208,000 | |||
Value of remaining embedded derivative allocated to host contract | $ 116,500,000 | ||||||||
Derivative interest rate | 6.71% | ||||||||
Remaining unamortized debt discount | $ 29,100,000 | $ 29,100,000 | $ 29,100,000 | $ 29,100,000 | |||||
Remaining debt discount amortization period (in years) | 3 years 7 months 6 days | ||||||||
Convertible Debt | Additional Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Option period to purchase additional notes (in days) | 13 days | ||||||||
Additional aggregate principal amount purchased | $ 20,250,000 | ||||||||
Convertible Debt | Notes Hedge | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt conversion price (in dollars per share) | $ / shares | $ 20.85 | ||||||||
Conversion price premium percentage | 75% | ||||||||
Number of shares that can initially be converted into common stock (in shares) | shares | 7,400,000 | ||||||||
Strike price of warrants (in dollar per share) | $ / shares | $ 26.53 | ||||||||
Senior notes hedge balance | $ 33,200,000 | ||||||||
Shares purchased under the notes hedge (in shares) | shares | 0 | ||||||||
Increase in additional paid-in-capital for sale or warrants | $ 23,900,000 | ||||||||
Warrants exercised (in shares) | shares | 0 | ||||||||
Warrants outstanding (in shares) | shares | 0 | 0 | 0 | 0 | |||||
Convertible Debt | Notes Hedge | Observation period | |||||||||
Debt Instrument [Line Items] | |||||||||
Consecutive trading days in period (in days) | tradingDay | 80 | ||||||||
Incremental dilution of earnings per share of warrants (in shares) | shares | 0 |
Convertible Senior Notes - Chan
Convertible Senior Notes - Change in Fair Value of Embedded Conversion Derivative (Details) - Convertible Debt - 2026 Notes - Embedded conversion derivative $ in Thousands | 9 Months Ended |
Jun. 30, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning Balance | $ 48,208 |
Remeasurement to fair value on March 3, 2022 | (19,692) |
Impact of increase of authorized shares of common stock on convertible senior notes hedge | (28,516) |
Ending Balance | $ 0 |
Convertible Senior Notes - Inte
Convertible Senior Notes - Interest Costs Recognized on 2026 Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Total interest expense recognized | $ 2,077 | $ 2,223 | $ 6,125 | $ 3,543 |
Convertible Debt | 2026 Notes | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | 290 | 290 | 886 | 463 |
Amortization of debt discount and issuance costs | 1,787 | 1,933 | 5,239 | 3,080 |
Total interest expense recognized | $ 2,077 | $ 2,223 | $ 6,125 | $ 3,543 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) ft² in Thousands, $ in Thousands, € in Millions | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||||||||||||
Jun. 07, 2022 USD ($) | Jun. 07, 2022 EUR (€) | Jun. 02, 2022 USD ($) | Dec. 13, 2021 USD ($) | Aug. 27, 2021 petition | Jul. 21, 2021 petition | Mar. 31, 2021 patent | Dec. 04, 2020 patent | Nov. 17, 2020 petition | Sep. 30, 2020 patent | Jan. 10, 2020 USD ($) product patent | Nov. 06, 2019 USD ($) patent | Jul. 31, 2019 patent | Aug. 17, 2018 patent | Jul. 07, 2018 patent | Jul. 07, 2018 petition | May 31, 2022 USD ($) patent | Mar. 31, 2021 petition | Sep. 30, 2020 patent petition | Nov. 30, 2021 petition patent | Jun. 30, 2022 USD ($) ft² | Jun. 30, 2021 USD ($) | Feb. 23, 2021 petition | Jun. 30, 2022 USD ($) ft² | Jun. 30, 2021 USD ($) | Sep. 30, 2021 USD ($) | Jun. 19, 2020 USD ($) | |
Leases | |||||||||||||||||||||||||||
Weighted average remaining lease term of operating leases (in years) | 4 years 10 months 24 days | 4 years 10 months 24 days | |||||||||||||||||||||||||
Weighted average discount rate of operating leases | 3.20% | 3.20% | |||||||||||||||||||||||||
ROU assets | $ 5,484 | $ 5,484 | $ 7,056 | ||||||||||||||||||||||||
ROU liabilities | 6,678 | 6,678 | 8,500 | ||||||||||||||||||||||||
Lease liabilities, current portion | 1,902 | 1,902 | 1,943 | ||||||||||||||||||||||||
Lease liabilities, non-current portion | 4,776 | 4,776 | $ 6,588 | ||||||||||||||||||||||||
Operating lease costs | $ 600 | $ 600 | 1,700 | $ 1,600 | |||||||||||||||||||||||
Operating cash flows for operating leases paid | $ 1,500 | ||||||||||||||||||||||||||
Maplebear, Inc., d/b/a Instacart | Subscription to Mobile Verify Advance Service | |||||||||||||||||||||||||||
Legal Proceedings | |||||||||||||||||||||||||||
Annual commitment amount | $ 1,200 | ||||||||||||||||||||||||||
Minimum | |||||||||||||||||||||||||||
Leases | |||||||||||||||||||||||||||
Remaining operating lease term (in years) | 1 year | 1 year | |||||||||||||||||||||||||
Maximum | |||||||||||||||||||||||||||
Leases | |||||||||||||||||||||||||||
Remaining operating lease term (in years) | 8 years | 8 years | |||||||||||||||||||||||||
Building | |||||||||||||||||||||||||||
Leases | |||||||||||||||||||||||||||
Office space subject to the lease (in square feet) | ft² | 29 | 29 | |||||||||||||||||||||||||
Pending Litigation | General and administrative | |||||||||||||||||||||||||||
Legal Proceedings | |||||||||||||||||||||||||||
Legal fees | $ 1,100 | ||||||||||||||||||||||||||
Pending Litigation | UrbanFT | |||||||||||||||||||||||||||
Legal Proceedings | |||||||||||||||||||||||||||
Number of patents allegedly infringed | patent | 5 | ||||||||||||||||||||||||||
Number of patents infringed (at least) | patent | 2 | ||||||||||||||||||||||||||
Number of invalid patents | patent | 2 | ||||||||||||||||||||||||||
Number of patents not infringed | patent | 2 | ||||||||||||||||||||||||||
Pending Litigation | Global Equity & Corporate Consulting, S.L. | HooYu | |||||||||||||||||||||||||||
Legal Proceedings | |||||||||||||||||||||||||||
Compensatory damages awarded | $ 900 | € 0.8 | |||||||||||||||||||||||||
Pending Litigation | USAA | Wells Fargo | |||||||||||||||||||||||||||
Legal Proceedings | |||||||||||||||||||||||||||
Number of patents allegedly infringed | 2 | 3 | 5 | 4 | 4 | 2 | |||||||||||||||||||||
Number of patents infringed (at least) | patent | 1 | 1 | |||||||||||||||||||||||||
Amount awarded in damages to other party | $ 102,000 | $ 200,000 | |||||||||||||||||||||||||
Number of patents dropped | patent | 2 | ||||||||||||||||||||||||||
Number of invalid patents | patent | 1 | ||||||||||||||||||||||||||
Number of products accused of patent infringement | product | 0 | ||||||||||||||||||||||||||
Number of patents instituted | petition | 3 | ||||||||||||||||||||||||||
Number of patents denied institution petition | petition | 4 | 1 | 4 | ||||||||||||||||||||||||
Pending Litigation | USAA | PNC Bank | |||||||||||||||||||||||||||
Legal Proceedings | |||||||||||||||||||||||||||
Number of patents allegedly infringed | patent | 2 | 2 | 2 | 2 | |||||||||||||||||||||||
Number of patents infringed (at least) | patent | 1 | ||||||||||||||||||||||||||
Amount awarded in damages to other party | $ 218,000 | ||||||||||||||||||||||||||
Number of invalid patents | patent | 1 | ||||||||||||||||||||||||||
Number of patents denied institution petition | petition | 2 | 6 | 2 | 4 | |||||||||||||||||||||||
Pending Litigation | UrbanFT | |||||||||||||||||||||||||||
Legal Proceedings | |||||||||||||||||||||||||||
Contingency amount claimed | $ 900 | ||||||||||||||||||||||||||
Pending Litigation | Maplebear, Inc., d/b/a Instacart | |||||||||||||||||||||||||||
Legal Proceedings | |||||||||||||||||||||||||||
Contingency amount claimed | $ 2,000 | ||||||||||||||||||||||||||
Settled Litigation | UrbanFT | |||||||||||||||||||||||||||
Legal Proceedings | |||||||||||||||||||||||||||
Compensatory damages awarded | $ 1,700 |
Commitments and Contingencies_2
Commitments and Contingencies - Maturity of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Sep. 30, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
2022—remaining | $ 521 | |
2023 | 2,029 | |
2024 | 1,702 | |
2025 | 613 | |
2026 | 603 | |
2027 | 608 | |
Thereafter | 974 | |
Total lease payments | 7,050 | |
Less: amount representing interest | (372) | |
Present value of future lease payments | $ 6,678 | $ 8,500 |
Revenue Concentration (Details)
Revenue Concentration (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | |
Revenue, Major Customer [Line Items] | |||||
Revenue | $ 39,333 | $ 31,778 | $ 106,520 | $ 86,526 | |
Accounts receivable, net | 29,618 | 29,618 | $ 16,602 | ||
Customer Concentration Risk | Sales Revenue Net | |||||
Revenue, Major Customer [Line Items] | |||||
Revenue | 9,500 | 12,900 | 16,900 | 23,700 | |
Customer Concentration Risk | Accounts Receivable | |||||
Revenue, Major Customer [Line Items] | |||||
Accounts receivable, net | $ 4,800 | $ 5,900 | $ 4,800 | $ 5,900 | |
Customer Concentration Risk | Customer One | Sales Revenue Net | |||||
Revenue, Major Customer [Line Items] | |||||
Total revenue, percentage | 14% | 16% | 16% | 17% | |
Customer Concentration Risk | Customer Two | Sales Revenue Net | |||||
Revenue, Major Customer [Line Items] | |||||
Total revenue, percentage | 10% | 13% | 10% | ||
Customer Concentration Risk | Customer Three | Sales Revenue Net | |||||
Revenue, Major Customer [Line Items] | |||||
Total revenue, percentage | 11% | ||||
Geographic Concentration Risk | Sales Revenue Net | International | |||||
Revenue, Major Customer [Line Items] | |||||
Total revenue, percentage | 29% | 23% | 29% | 26% | |
Geographic Concentration Risk | Long-term Assets | International | |||||
Revenue, Major Customer [Line Items] | |||||
Total revenue, percentage | 68% | 24% | |||
Geographic Concentration Risk | Long-term Assets, Excluding Goodwill and Other Intangibles | International | |||||
Revenue, Major Customer [Line Items] | |||||
Total revenue, percentage | 17% | 6% |
Related Party Transactions (Det
Related Party Transactions (Details) - Non-Executive Employees $ in Millions | 3 Months Ended |
Jun. 30, 2022 USD ($) employee | |
Related Party Transaction [Line Items] | |
Number of employees | employee | 2 |
Amount of loans to employees | $ | $ 1 |