Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Dec. 31, 2020 | Jan. 26, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2020 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --09-30 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39030 | |
Entity Registrant Name | CERENCE INC. | |
Entity Central Index Key | 0001768267 | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 83-4177087 | |
Entity Address Address Line1 | 15 Wayside Road | |
Entity Address City Or Town | Burlington | |
Entity Address State Or Province | MA | |
Entity Address Postal Zip Code | 01803 | |
City Area Code | 857 | |
Local Phone Number | 362-7300 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | CRNC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 37,712,708 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | ||
Total revenues | $ 94,964 | $ 77,459 |
Cost of revenues: | ||
Amortization of intangible assets | 1,879 | 2,087 |
Total cost of revenues | 26,881 | 25,934 |
Gross profit | 68,083 | 51,525 |
Operating expenses: | ||
Research and development | 24,091 | 23,511 |
Sales and marketing | 8,898 | 7,943 |
General and administrative | 11,617 | 11,483 |
Amortization of intangible assets | 3,158 | 3,131 |
Restructuring and other costs, net | 47 | 7,554 |
Total operating expenses | 47,811 | 53,622 |
Income (loss) from operations | 20,272 | (2,097) |
Interest income | 18 | 281 |
Interest expense | (3,799) | (6,798) |
Other income (expense), net | (2,237) | (146) |
Income (loss) before income taxes | 14,254 | (8,760) |
(Benefit from) provision for income taxes | (7,384) | 3,002 |
Net income (loss) | $ 21,638 | $ (11,762) |
Net income (loss) per share: | ||
Basic | $ 0.58 | $ (0.33) |
Diluted | $ 0.54 | $ (0.33) |
Weighted-average common share outstanding: | ||
Basic | 37,180 | 35,995 |
Diluted | 43,363 | 35,995 |
License | ||
Revenues: | ||
Total revenues | $ 46,414 | $ 40,767 |
Cost of revenues: | ||
Total cost of revenues | 674 | 681 |
Connected Services | ||
Revenues: | ||
Total revenues | 27,251 | 23,021 |
Cost of revenues: | ||
Total cost of revenues | 7,013 | 8,675 |
Professional Services | ||
Revenues: | ||
Total revenues | 21,299 | 13,671 |
Cost of revenues: | ||
Total cost of revenues | $ 17,315 | $ 14,491 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net income (loss) | $ 21,638 | $ (11,762) |
Other comprehensive income: | ||
Foreign currency translation adjustments | 14,170 | 4,904 |
Pension adjustments, net | (30) | 926 |
Total other comprehensive income | 14,140 | 5,830 |
Comprehensive income (loss) | $ 35,778 | $ (5,932) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 30, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 110,360 | $ 136,067 |
Marketable securities | 17,088 | 11,662 |
Accounts receivable, net of allowances of $579 and $1,394 | 60,426 | 49,943 |
Deferred costs | 7,748 | 7,256 |
Prepaid expenses and other current assets | 43,703 | 44,220 |
Total current assets | 239,325 | 249,148 |
Property and equipment, net | 29,708 | 29,529 |
Deferred costs | 36,913 | 38,161 |
Operating lease right of use assets | 20,630 | 20,096 |
Goodwill | 1,136,356 | 1,128,198 |
Intangible assets, net | 41,070 | 45,616 |
Deferred tax assets | 180,166 | 161,759 |
Other assets | 16,580 | 14,938 |
Total assets | 1,700,748 | 1,687,445 |
Current liabilities: | ||
Accounts payable | 4,806 | 8,447 |
Deferred revenue | 104,577 | 112,520 |
Short-term operating lease liabilities | 6,259 | 5,700 |
Short-term debt | 6,250 | 6,250 |
Accrued expenses and other current liabilities | 52,200 | 67,857 |
Total current liabilities | 174,092 | 200,774 |
Long-term debt | 266,019 | 266,872 |
Deferred revenue, net of current portion | 215,692 | 212,573 |
Long-term operating lease liabilities | 16,823 | 17,821 |
Other liabilities | 34,994 | 31,649 |
Total liabilities | 707,620 | 729,689 |
Commitments and contingencies (Note 13) | ||
Stockholders' Equity: | ||
Common stock, $0.01 par value, 560,000 shares authorized; 37,685 shares issued and outstanding as of December 31, 2020; 36,842 shares issued and outstanding as of September 30, 2020. | 378 | 369 |
Accumulated other comprehensive income | 17,851 | 3,711 |
Additional paid-in capital | 973,892 | 974,307 |
Retained earnings (accumulated deficit) | 1,007 | (20,631) |
Total stockholders' equity | 993,128 | 957,756 |
Total liabilities and stockholders' equity | $ 1,700,748 | $ 1,687,445 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 30, 2020 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable allowances | $ 579 | $ 1,394 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 560,000,000 | 560,000,000 |
Common stock, shares issued | 37,685,000 | 36,842,000 |
Common stock, shares outstanding | 37,685,000 | 36,842,000 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in-Capital | (Accumulated Deficit) Retained Earnings | Net Parent Investment | Accumulated Other Comprehensive Income (Loss) |
Balance at Sep. 30, 2019 | $ 1,068,128 | $ 1,097,127 | $ (28,999) | |||
Net income (loss) | (11,762) | $ (11,762) | ||||
Other comprehensive income | 5,830 | 5,830 | ||||
Distribution to Parent | (152,978) | (152,978) | ||||
Net (decrease) increase in net parent investment | 11,453 | (4,275) | 15,728 | |||
Reclassification of net parent investment in Cerence | $ 939,874 | $ (939,874) | ||||
Issuance of common stock | $ 364 | (364) | ||||
Issuance of common stock, (in shares) | 36,391 | |||||
Stock issued pursuant to employee stock plans, (in shares) | 21 | |||||
Stock withheld to cover tax withholdings requirements upon stock vesting | (141) | $ 0 | (141) | |||
Stock withheld to cover tax withholdings requirements upon restricted stock vesting, (in shares) | (9) | |||||
Stock-based compensation | 5,685 | 5,685 | ||||
Balance at Dec. 31, 2019 | 926,215 | $ 364 | 945,054 | (11,762) | (7,441) | |
Balance (in shares) at Dec. 31, 2019 | 36,403 | |||||
Balance at Sep. 30, 2020 | 957,756 | $ 369 | 974,307 | (20,631) | 3,711 | |
Balance (in shares) at Sep. 30, 2020 | 36,842 | |||||
Net income (loss) | 21,638 | 21,638 | ||||
Other comprehensive income | 14,140 | 14,140 | ||||
Issuance of common stock | 3,663 | $ 13 | 3,650 | |||
Issuance of common stock, (in shares) | 1,276 | |||||
Stock withheld to cover tax withholdings requirements upon stock vesting | (30,258) | $ (4) | (30,254) | |||
Stock withheld to cover tax withholdings requirements upon restricted stock vesting, (in shares) | (433) | |||||
Stock-based compensation | 26,189 | 26,189 | ||||
Balance at Dec. 31, 2020 | $ 993,128 | $ 378 | $ 973,892 | $ 1,007 | $ 17,851 | |
Balance (in shares) at Dec. 31, 2020 | 37,685 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 21,638 | $ (11,762) |
Adjustments to reconcile net income (loss) to net cash provided by operations: | ||
Depreciation and amortization | 7,624 | 7,359 |
Benefit from credit loss reserve | (410) | |
Stock-based compensation | 12,351 | 8,969 |
Non-cash interest expense | 1,230 | 1,332 |
Deferred tax benefit | (14,106) | (4,928) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (8,112) | 1,691 |
Prepaid expenses and other assets | 1,025 | (18,193) |
Deferred costs | 2,051 | (192) |
Accounts payable | (3,655) | 905 |
Accrued expenses and other liabilities | (1,960) | 22,210 |
Deferred revenue | (6,867) | 2,065 |
Net cash provided by operating activities | 10,809 | 9,456 |
Cash flows from investing activities: | ||
Capital expenditures | (2,369) | (3,612) |
Purchases of marketable securities | (6,358) | |
Net cash used in investing activities | (8,727) | (3,612) |
Cash flows from financing activities: | ||
Net transaction with Parent | 11,384 | |
Distribution to Parent | (152,978) | |
Proceeds from long-term debt, net of discount | 249,705 | |
Payments for long-term debt issuance costs | (520) | (515) |
Principal payments of long-term debt | (1,563) | |
Common stock repurchases for tax withholdings for net settlement of equity awards | (30,258) | (141) |
Principal payment of lease liabilities arising from a finance lease | (101) | (55) |
Proceeds from the issuance of common stock | 3,663 | |
Net cash (used in) provided by financing activities | (28,779) | 107,400 |
Effects of exchange rate changes on cash and cash equivalents | 990 | 152 |
Net change in cash and cash equivalents | (25,707) | 113,396 |
Cash and cash equivalents at beginning of period | 136,067 | |
Cash and cash equivalents at end of period | 110,360 | 113,396 |
Supplemental information: | ||
Cash paid for income taxes | 563 | 1,472 |
Cash paid for interest | $ 3,805 | $ 3,676 |
Business Overview
Business Overview | 3 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Business Overview | Note 1. Business Overview History On October 1, 2019 (the “Distribution Date”), Nuance Communications, Inc. (“Nuance”), a leading provider of speech and language solutions for businesses and consumers around the world, completed the complete legal and structural separation and distribution to its stockholders of all of the outstanding shares of our common stock, and its consolidated subsidiaries, in a tax free spin-off (which we refer to as the “Spin-Off”). The distribution was made in the amount of one share of our common stock for every eight In connection with the Distribution, on September 30, 2019, we filed an Amended and Restated Certificate of Incorporation (the “Charter”) with the Secretary of State of the State of Delaware, which became effective on October 1, 2019. Our Amended and Restated By-laws also became effective on October 1, 2019. On October 2, 2019, our common stock began regular-way trading on the Nasdaq Global Select Market under the ticker symbol CRNC. Business Cerence Inc. (referred to in this Quarterly Report on Form 10-Q as “we,” “our,” “us,” “ourselves,” the “Company” or “Cerence”) is a global, premier provider of AI-powered assistants and innovations for connected and autonomous vehicles. Our customers include all major automobile original equipment manufacturers (“OEMs”), or their tier 1 suppliers worldwide. We deliver our solutions on a white-label basis, enabling our customers to deliver customized virtual assistants with unique, branded personalities and ultimately strengthening the bond between automobile brands and end users. We generate revenue primarily by selling software licenses and cloud-connected services. In addition, we generate professional services revenue from our work with OEMs and suppliers during the design, development and deployment phases of the vehicle model lifecycle and through maintenance and enhancement projects. COVID-19 Update In December 2019, a novel strain of coronavirus, now known as COVID-19 (“COVID-19”), was reported in Wuhan, China and has since extensively impacted the global health and economic environment. In January 2020, the World Health Organization (“WHO”) declared it a Public Health Emergency of International Concern. On February 28, 2020, the WHO raised its assessment of the COVID-19 threat from high to very high at a global level due to the continued increase in the number of cases and affected countries, and on March 11, 2020, the WHO characterized COVID-19 as a pandemic. In an effort to contain COVID-19 or slow its spread, governments around the world have enacted various measures, some of which have been subsequently rescinded, modified or reinstated, including orders to close all businesses not deemed “essential,” isolate residents to their homes or places of residence, and practice social distancing. We have taken numerous steps in our approach to addressing the COVID-19 pandemic, as fully described in our Annual Report on Form 10-K. While certain of these measures, including temporary reductions in salaries for our current named executive officers and other senior executives, are no longer in effect as of the date of this report, we continue to closely monitor ongoing developments in connection with the COVID-19 pandemic and its impact on our business. The full extent to which the ongoing COVID-19 pandemic adversely affects our financial performance will depend on future developments, many of which are outside of our control, are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the pandemic, its severity, the effectiveness of actions to contain the virus or treat its impact and how quickly and to what extent normal economic and operating conditions can resume. The COVID-19 pandemic could also result in additional governmental restrictions and regulations, which could adversely affect our business and financial results. In addition, a recession, depression or other sustained adverse market impact resulting from COVID-19 could materially and adversely affect our business, our access to needed capital and liquidity, and the value of our common stock. Even after the COVID-19 pandemic has lessened or subsided, we may continue to experience adverse impacts on our business and financial performance as a result of its global economic impact. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2. Significant Accounting Policies Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company, as well as those of our wholly owned subsidiaries. All significant intercompany transactions and balances are eliminated in consolidation. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by GAAP for complete financial statements. The condensed consolidated financial statements reflect all adjustments considered necessary for a fair presentation of the consolidated results of operations and financial position for the interim periods presented. All such adjustments are of a normal recurring nature. The results of operations for the three months ended December 31, 2020 are not necessarily indicative of the results to be expected for any other interim period or for the year ending September 30, 2021. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated and combined financial statements and notes contained in our Annual Report on Form 10-K for the year ended September 30, 2020. Use of Estimates The financial statements are prepared in accordance with GAAP, which requires management to make estimates and assumptions. These estimates, judgments and assumptions can affect the reported amounts in the financial statements and the footnotes thereto. Actual results could differ materially from these estimates. On an ongoing basis, we evaluate our estimates, assumptions and judgments. Significant estimates inherent to the preparation of financial statements include: revenue recognition; allowance for credit losses; accounting for deferred costs; accounting for internally developed software; the valuation of goodwill and intangible assets; accounting for business combinations; accounting for stock-based compensation; accounting for income taxes; accounting for leases; accounting for convertible debt; and loss contingencies. We base our estimates on historical experience, market participant fair value considerations, projected future cash flows, and various other factors that are believed to be reasonable under the circumstances. Actual amounts could differ significantly from these estimates. Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand, including money-market funds with original maturities of 90 days or less. As of December 31, 2020, the estimated fair value of our money-market funds was $82.9 million. We estimated the fair value of our money-market funds from quoted prices for identical assets in active markets on the last trading day of the reporting period (Level 1). Concentration of Risk Financial instruments that potentially subject us to significant concentrations of credit risk primarily consist of trade accounts receivable. We perform ongoing credit evaluations of our customers’ financial condition and limit the amount of credit extended when deemed appropriate. Two customers accounted for 15.1% and 12.9% of our accounts receivable, net balance at December 31, 2020. Two customers accounted for 15.0% and 11.1% of our accounts receivable, net balance at September 30, 2020. Derivative Financial Instruments We use derivative instruments, including forward contracts, to help manage foreign currency exposures. Derivative instruments are viewed as risk management tools by us and are not used for trading or speculative purposes. Derivatives that qualify for hedge accounting can be designated as either cash flow hedges, net investment hedges, or fair value hedges. We may enter into derivative contracts that economically hedge certain risks, even when hedge accounting does not apply, or we elect not to apply hedge accounting. Derivatives are recognized in the Condensed Consolidated Balance Sheet at fair value on a gross basis as either assets or liabilities and classified as current or noncurrent based upon whether the maturity of the instrument is less than or greater than 12 months. Changes in the fair value of derivatives not designated as hedges are reported in earnings primarily in other income (expense), net. The cash flows associated with derivatives not designated as hedges are reported in cash flows from operating activities in the Condensed Consolidated Statement of Cash Flows. Recently Adopted Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments We adopted ASU 2016-13 using the modified retrospective approach as of October 1, 2020. The effects of applying ASU 2016-13 as a cumulative-effect adjustment to Retained earnings was immaterial. Recently Issued Accounting Pronouncements to be Adopted In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Dec. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | Note 3. Revenue Recognition We primarily derive revenue from the following sources: (1) royalty-based software license arrangements, (2) connected services, and (3) professional services. Revenue is reported net of applicable sales and use tax, value-added tax and other transaction taxes imposed on the related transaction including mandatory government charges that are passed through to our customers. We account for a contract when both parties have approved and committed to the contract, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Our arrangements with customers may contain multiple products and services. We account for individual products and services separately if they are distinct—that is, if a product or service is separately identifiable from other items in the contract and if a customer can benefit from it on its own or with other resources that are readily available to the customer. We currently recognize revenue after applying the following five steps: • identification of the contract, or contracts, with a customer; • identification of the performance obligations in the contract, including whether they are distinct within the context of the contract; • determination of the transaction price, including the constraint on variable consideration; • allocation of the transaction price to the performance obligations in the contract; • recognition of revenue when, or as, performance obligations are satisfied. We allocate the transaction price of the arrangement based on the relative estimated standalone selling price (“SSP”) of each distinct performance obligation. In determining SSP, we maximize observable inputs and consider a number of data points, including: • the pricing of standalone sales (in the instances where available); • the pricing established by management when setting prices for deliverables that are intended to be sold on a standalone basis; • contractually stated prices for deliverables that are intended to be sold on a standalone basis; and • other pricing factors, such as the geographical region in which the products are sold and expected discounts based on the customer size and type. We only include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. We reduce transaction prices for estimated returns and other allowances that represent variable consideration under Accounting Standards Codification (“ASC”) 606, which we estimate based on historical return experience and other relevant factors, and record a corresponding refund liability as a component of accrued expenses and other current liabilities. Other forms of contingent revenue or variable consideration are infrequent. Revenue is recognized when control of these products or services are transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services. We assess the timing of the transfer of products or services to the customer as compared to the timing of payments to determine whether a significant financing component exists. In accordance with the practical expedient in ASC 606-10-32-18, we do not assess the existence of a significant financing component when the difference between payment and transfer of deliverables is a year or less. If the difference in timing arises for reasons other than the provision of finance to either the customer or us, no financing component is deemed to exist. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our services, not to receive or provide financing from or to customers. We do not consider set-up fees nor other upfront fees paid by our customers to represent a financing component. Reimbursements for out-of-pocket costs generally include, but are not limited to, costs related to transportation, lodging and meals. Revenue from reimbursed out-of-pocket costs is accounted for as variable consideration. (a) Performance Obligations Licenses Software and technology licenses sold with non-distinct professional services to customize and/or integrate the underlying software and technology are accounted for as a combined performance obligation. Revenue from the combined performance obligation is recognized over time based upon the progress towards completion of the project, which is measured based on the labor hours already incurred to date as compared to the total estimated labor hours. For income statement presentation purposes, we separate license revenue from professional services revenue based on their relative SSPs. Revenue from distinct software and technology licenses, which do not require professional services to customize and/or integrate the software license, is recognized at the point in time when the software and technology is made available to the customer and control is transferred. Revenue from software and technology licenses sold on a royalty basis, where the license of non-exclusive intellectual property is the predominant item to which the royalty relates, is recognized in the period the usage occurs in accordance with ASC 606-10-55-65(A). Connected Services Connected services, which allow our customers to use the hosted software over the contract period without taking possession of the software, are provided on a usage basis as consumed or on a fixed fee subscription basis. Subscription basis revenue represents a single promise to stand-ready to provide access to our connected services. Our connected services contract terms generally range from one to five years. As each day of providing services is substantially the same and the customer simultaneously receives and consumes the benefits as access is provided, we have determined that our connected services arrangements are a single performance obligation comprised of a series of distinct services. These services include variable consideration, typically a function of usage. We recognize revenue as each distinct service period is performed (i.e., recognized as incurred). Our connected service arrangements generally include services to develop, customize, and stand-up applications for each customer. In determining whether these services are distinct, we consider dependence of the Cloud service on the up-front development and stand-up, as well as availability of the services from other vendors. We have concluded that the up-front development, stand-up and customization services are not distinct performance obligations, and as such, revenue for these activities is recognized over the period during which the cloud-connected services are provided, and is included within connected services revenue. Professional Services Revenue from distinct professional services, including training, is recognized over time based upon the progress towards completion of the project, which is measured based on the labor hours already incurred to date as compared to the total estimated labor hours. ( b) Significant Judgments Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Our license contracts often include professional services to customize and/or integrate the licenses into the customer’s environment. Judgment is required to determine whether the license is considered distinct and accounted for separately, or not distinct and accounted for together with professional services. Furthermore, hybrid contracts that contain both embedded and connected license and professional services are analyzed to determine if the services are distinct or have stand-alone functionality to determine the revenue treatment. Judgments are required to determine the SSP for each distinct performance obligation. When the SSP is directly observable, we estimate the SSP based upon the historical transaction prices, adjusted for geographic considerations, customer classes, and customer relationship profiles. In instances where the SSP is not directly observable, we determine the SSP using information that may include market conditions and other observable inputs. We may have more than one SSP for individual products and services due to the stratification of those products and services by customers and circumstances. In these instances, we may use information such as the size of the customer and geographic region in determining the SSP. Determining the SSP for performance obligations which we never sell separately also requires significant judgment. In estimating the SSP, we consider the likely price that would have resulted from established pricing practices had the deliverable been offered separately and the prices a customer would likely be willing to pay. For hybrid deals that contain future royalties, the allocation of SSP is determined using any fixed payments as well as the forecasted volume usage. (c) Disaggregated Revenue Revenues, classified by the major geographic region in which our customers are located, for the three months ended December 31, 2020 and 2019 (dollars in thousands): Three Months Ended December 31, 2020 2019 Revenues: United States $ 33,051 $ 35,041 Other Americas 43 8 Germany 32,044 20,217 Other Europe, Middle East and Africa 3,469 4,597 Japan 12,673 11,411 Other Asia-Pacific 13,684 6,185 Total net revenues $ 94,964 $ 77,459 Revenues within the United States, Germany, and Japan accounted for more than 10% of revenue, respectively, for all periods presented. Revenues relating to one customer accounted for $17.9 million, or 18.9% of revenues for the three months ended December 31, 2020. One customer accounted for $18.0 million, or 23.2%, of revenues for the three months ended December 31, 2019. (d) Contract Acquisition Costs In conjunction with the adoption of ASC 606, we are required to capitalize certain contract acquisition costs. The capitalized costs primarily relate to paid commissions. In accordance with the practical expedient in ASC 606-10-10-4, we apply a portfolio approach to estimate contract acquisition costs for groups of customer contracts. We elect to apply the practical expedient in ASC 340-40-25-4 and will expense contract acquisition costs as incurred where the expected period of benefit is one year or less. Contract acquisition costs are deferred and amortized on a straight-line basis over the period of benefit, which we have estimated to be, on average, between one and eight years. The period of benefit was determined based on an average customer contract term, expected contract renewals, changes in technology and our ability to retain customers, including canceled contracts. We assess the amortization term for all major transactions based on specific facts and circumstances. Contract acquisition costs are classified as current or noncurrent assets based on when the expense will be recognized. The current and noncurrent portions of contract acquisition costs are included in prepaid expenses and other current assets, and in other assets, respectively. As of December 3 1 , 20 20 , we had $ 5.9 million of contract acquisition costs. We had amortization expense of $ million and $ 0.2 million related to these costs during the three months ended December 3 1 , 20 20 and 2019 , respectively . There was no impairment related to contract acquisition costs. (e) Capitalized Contract Costs We capitalize incremental costs incurred to fulfill our contracts that (i) relate directly to the contract, (ii) are expected to generate resources that will be used to satisfy our performance obligation under the contract, and (iii) are expected to be recovered through revenue generated under the contract. Our capitalized costs consist primarily of setup costs, such as costs to standup, customize and develop applications for each customer, which are incurred to satisfy our stand-ready obligation to provide access to our connected offerings. These contract costs are expensed to cost of revenue as we satisfy our stand-ready obligation over the contract term which we estimate to be between one and eight years, on average. The contract term was determined based on an average customer contract term, expected contract renewals, changes in technology, and our ability to retain customers, including canceled contracts. We classify these costs as current or noncurrent based on the timing of when we expect to recognize the expense. The current and noncurrent portions of capitalized contract fulfillment costs are presented as deferred costs. As of December 31, 2020, we had $44.7 million of capitalized contract costs. We had amortization expense of $4.3 million and $2.7 million related to these costs during the three months ended December 31, 2020 and 2019, respectively. There was no impairment related to contract costs capitalized. (f) Trade Accounts Receivable and Contract Balances We classify our right to consideration in exchange for deliverables as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional (i.e. only the passage of time is required before payment is due). We present such receivables in accounts receivable, net at their net estimated realizable value. We maintain an allowance for doubtful accounts to provide for the estimated amount of receivables that may not be collected. The allowance is based upon an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and other applicable factors. Our contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. Contract assets include unbilled amounts from long-term contracts when revenue recognized exceeds the amount billed to the customer, and right to payment is not solely subject to the passage of time. Contract assets are included in prepaid expenses and other current assets. The table below shows significant changes in contract assets (dollars in thousands): Contract assets Balance as of October 1, 2020 $ 30,277 Revenues recognized but not billed 17,535 Amounts reclassified to accounts receivable, net (12,997 ) Balance as of December 31, 2020 $ 34,815 Less: allowance for credit losses (387 ) Balance as of December 31, 2020, net $ 34,428 Our contract liabilities, which we present as deferred revenue, consist of advance payments and billings in excess of revenues recognized. We classify deferred revenue as current or noncurrent based on when we expect to recognize the revenues. The table below shows significant changes in deferred revenue (dollars in thousands): Deferred revenue Balance as of October 1, 2020 $ 325,093 Amounts billed but not recognized 28,877 Revenue recognized (33,701 ) Balance as of December 31, 2020 $ 320,269 (g) Remaining Performance Obligations The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at December 31, 2020 (dollars in thousands): Within One Year Two to Five Years Greater than Five Years Total Total revenue $ 156,563 $ 189,291 $ 31,243 $ 377,097 The table above includes fixed backlogs and does not include variable backlogs derived from contingent usage-based activities, such as royalties and usage-based connected services. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 4. Earnings Per Share Basic earnings per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period, increased to include the number of shares of common stock that would have been outstanding had potential dilutive shares of common stock been issued. The dilutive effect of restricted stock units are reflected in diluted net income per share by applying the treasury stock method. The dilutive effect of the Notes (as defined in Note 15) is reflected in net income per share by application of the “if-converted” method. The “if-converted” method is only assumed in periods where such application would be dilutive. In applying the “if-converted” method for diluted net income per share, we would assume conversion of the Notes at a ratio of 26.7271 shares of our common stock per $1,000 principal amount of the Notes. Assumed converted shares of our common stock are weighted for the period the Notes were outstanding. The shares of common stock underlying the conversion option of our Notes were included in the calculation of diluted income per share for the three months ended December 31, 2020. The following table presents the reconciliation of the numerator and denominator for calculating net income (loss) per share: Three Months Ended December 31, in thousands, except per share data 2020 2019 Numerator: Net income (loss) - basic $ 21,638 $ (11,762 ) Interest on Convertible Senior Notes, net of tax 1,831 - Net income (loss) - diluted $ 23,469 $ (11,762 ) Denominator: Weighted average common shares outstanding - basic 37,180 35,995 Dilutive effect of restricted stock awards 1,506 - Dilutive effect of the Notes 4,677 - Weighted average common shares outstanding - diluted 43,363 35,995 Net income (loss) per common share: Basic $ 0.58 $ (0.33 ) Diluted $ 0.54 $ (0.33 ) We exclude weighted-average potential shares from the calculations of diluted net (loss) income per share during the applicable periods because their inclusion would have been anti-dilutive. The following table set forth potential shares that were considered anti-dilutive during the three months ended December 31, 2020 and at December 31, 2019: December 31, December 31, in thousands 2020 2019 Restricted stock unit awards - 1,923 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 5. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques must maximize the use of observable inputs and minimize the use of unobservable inputs. When determining fair value measurements for assets and liabilities recorded at fair value, we consider the principal or most advantageous market in which we would transact and consider assumptions that market participants would use in pricing the asset or liability. The classification of a financial asset or liability within the hierarchy is based upon the lowest level input that is significant to the fair value measurement as of the measurement date as follows: • Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. • Level 2 - Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the assets or liabilities. • Level 3 - Unobservable inputs that are supported by little or no market activity. The following table presents information about our financial assets that are measured at fair value and indicates the fair value hierarchy of the valuation inputs used (dollars in thousands) as of: December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Money market funds $ 82,891 $ - $ - $ 82,891 Marketable securities: Commercial paper, $14,384 at cost $ - $ 14,384 $ - $ 14,384 Corporate bonds, $3,637 at cost - 3,637 - 3,637 Total assets $ 82,891 $ 18,021 $ - $ 100,912 September 30, 2020 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Money market funds $ 101,437 $ - $ - $ 101,437 Marketable securities: Commercial paper, $9,883 at cost $ - $ 9,883 $ - $ 9,883 Corporate bonds, $1,780 at cost - 1,779 - 1,779 Total assets $ 101,437 $ 11,662 $ - $ 113,099 During the three months ended December 31, 2020, we recorded an immaterial amount of unrealized losses related to our marketable securities within Accumulated other comprehensive loss. During the three months ended December 31, 2019, we did not possess any marketable securities. The carrying amounts of certain financial instruments, including cash held in banks, accounts receivable, and accounts payable, approximate fair value due to their short-term maturities and are excluded from the fair value tables above. Long-term debt The estimated fair value of our Long-term debt is determined by Level 2 inputs and is based on observable market data including prices for similar instruments. As of December 31, 2020 and September 30, 2020, the estimated fair value of our Notes was $501.8 million and $271.0 million, respectively. The Notes are recorded at face value less unamortized debt discount and transaction costs on our condensed consolidated balance sheets. The carrying amount of the Senior Credit Facilities (as defined in Note 15) approximates fair value given the underlying interest rate applied to such amounts outstanding which is currently set to the prevailing market rate. |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Note 6. Derivative Financial Instruments We operate internationally and, in the normal course of business, are exposed to fluctuations in foreign currency exchange rates related to third-party vendor and intercompany payments for goods and services within our non-U.S. subsidiaries. We use foreign exchange forward contracts that are not designated as hedges to manage currency risk. The contracts can have maturities up to three years . At December 31, 2020, the total notional amount of forward contracts not designated as cash flow hedges of forecasted cost transactions was $ 55.3 million. At December 31, 2020, the weighted-average remaining maturity of these instruments was approximately 1 1 . 7 months . The following table summarizes the fair value and presentation in the Condensed Consolidated Balance Sheet for derivative instruments as of December 31, 2020 and 2019 (dollars in thousands): Fair Value Derivatives not designated as hedges Classification December 31, 2020 September 30, 2020 Foreign currency forward contracts Prepaid expenses and other current assets $ 496 $ - Foreign currency forward contracts Other assets 296 - Foreign currency forward contracts Accrued expenses and other current liabilities 279 - Foreign currency forward contracts Other liabilities $ 182 $ - The following tables display a summary of the income (loss) related to foreign currency forward contracts for the three months ended December 31, 2020 and 2019 (dollars in thousand): Gain recognized in earnings Three Months Ended Derivatives not designated as hedges Classification December 31, 2020 December 31, 2019 Foreign currency forward contracts Other income (expense), net $ 386 $ - |
Credit Losses
Credit Losses | 3 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Credit Losses | Note 7. Credit Losses We are exposed to credit losses primarily through our sales of software licenses and services to customers. We determine credit ratings for each customer in our portfolio based upon public information and information obtained directly from our customers. A credit limit for each customer is established and in certain cases we may require collateral or prepayment to mitigate credit risk. Our expected loss methodology is developed using historical collection experience, current customer credit information, current and future economic and market conditions and a review of the current status of the customer's account balances. We monitor our ongoing credit exposure through reviews of customer balances against contract terms and due dates, current economic conditions, and dispute resolution. Estimated credit losses are written off in the period in which the financial asset is no longer collectible. The change in the allowance for credit losses for the three months ended December 31, 2020 is as follows (dollars in thousands): Allowance for Credit Losses Balance as of September 30, 2020 $ (1,394 ) Current period recovery for expected credit losses 483 Write-offs charged against the allowance for expected credit losses (73 ) Foreign exchange impact on ending balance 18 Balance as of December 31, 2020 $ (966 ) |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Note 8. Goodwill and Other Intangible Assets (a) Goodwill We believe our Chief Executive Officer (“CEO”) is our chief operating decision maker (“CODM”). Our CEO approves all major decisions, including reorganizations and new business initiatives. Our CODM reviews routine consolidated operating information and makes decisions on the allocation of resources at this level, as such, we have concluded that we have one operating segment. All goodwill is assigned to one or more reporting units. A reporting unit represents an operating segment or a component within an operating segment for which discrete financial information is available and is regularly reviewed by segment management for performance assessment and resource allocation. Upon consideration of our components, we have concluded that our goodwill is associated with one reporting unit. On December 31, 2020, we concluded that no goodwill impairment indicators were present. We will continue to monitor the impacts of the COVID-19 pandemic on our reporting unit fair value. The full extent to which the ongoing COVID-19 pandemic could adversely affect our financial performance will depend on future developments, many of which are outside of our control. The changes in the carrying amount of goodwill for the three months ended December 31, 2020 are as follows (dollars in thousands): Total Balance as of October 1, 2020 $ 1,128,198 Effect of foreign currency translation 8,158 Balance as of December 31, 2020 $ 1,136,356 (b) Intangible Assets, Net As of December 31, 2020, there were no indicators of impairment present related to our long-lived asset group. The following tables summarizes the gross carrying amounts and accumulated amortization of intangible assets by major class (dollars in thousands): December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Remaining Life (Years) Customer relationships $ 112,430 $ (80,499 ) $ 31,931 2.8 Technology and patents 91,408 (82,269 ) 9,139 1.4 Total $ 203,838 $ (162,768 ) $ 41,070 September 30, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life (Years) Customer relationships $ 110,512 $ (75,915 ) $ 34,597 3.0 Technology and patents 90,658 (79,639 ) 11,019 1.6 Total $ 201,170 $ (155,554 ) $ 45,616 Amortization expense related to intangible assets in the aggregate was $5.0 million and $5.2 million for the three months ended December 31, 2020 and 2019, respectively. We expect amortization of intangible assets to be approximately $15.2 million for the remainder of fiscal year 2021. |
Leases
Leases | 3 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | Note 9. Leases We have entered into a number of facility leases to support our research and development activities, sales operations, and other corporate and administrative functions in North America, Europe, and Asia, which qualify as operating leases under GAAP. We also have a limited number of equipment leases that also qualify as operating leases. We determine if contracts with vendors represent a lease or have a lease component under GAAP at contract inception. As part of our acquisition of Voicebox Technologies Corporation (“Voicebox”), we assumed certain leases for various equipment, which we have accounted for as finance leases. Our leases have remaining terms ranging from less than one year to seven years. Some of our leases include options to extend or terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. Operating lease right of use assets and liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the lease commencement date. As our leases generally do not provide an implicit rate, we use an estimated incremental borrowing rate in determining the present value of future payments. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease within a particular location and currency environment. The following table presents certain information related to lease term and incremental borrowing rates for leases as of December 31, 2020 and September 30, 2020: December 31, 2020 September 30, 2020 Weighted-average remaining lease term (in months): Operating leases 51.8 55.9 Finance leases 52.7 55.8 Weighted-average discount rate: Operating leases 7.2 % 7.4 % Finance leases 4.4 % 4.4 % Lease costs for minimum lease payments is recognized on a straight-line basis over the lease term. For operating leases, costs are included within cost of revenues, research and development, marketing and selling, and general and administrative lines on the condensed consolidated statements of operations. For financing leases, amortization of the finance right-of-use assets is included within research and development, marketing and selling, and general and administrative lines on the condensed consolidated statements of operations, and interest expense is included within the other income (expense), net. The following table presents lease expense for the three months ended December 31, 2020 and 2019 (dollars in thousands): Three months ended December 31, 2020 Three months ended December 31, 2019 Finance lease costs: Amortization of right of use asset $ 141 $ 36 Interest on lease liability 15 - Operating lease cost 2,229 1,890 Variable lease cost 20 309 Sublease income (53 ) (55 ) Total lease cost $ 2,352 $ 2,180 For operating leases, the related cash payments are included in the operating cash flows on the condensed consolidated statements of cash flows. For the three months ended December 31, 2020 and 2019, cash payments related to operating leases were $2.3 million and $1.7 million, respectively. For financing leases, the related cash payments for the principal portion of the lease liability are included in the financing cash flows on the condensed consolidated statement of cash flows and the related cash payments for the interest portion of the lease liability are included within the operating section of the condensed consolidated statement of cash flows. For the three months ended December 31, 2020 and 2019, cash payments related to financing leases were $0.1 million and $0.1 million, of which an immaterial amount related to the interest portion of the lease liability. The table below reconciles the undiscounted future minimum lease payments under non-cancelable leases with terms of more than one year to the total lease liabilities recognized on the condensed consolidated balance sheet as of December 31, 2020 (dollars in thousands): Year Ending September 30, Operating Leases Financing Leases Total 2021 (excluding three months ended December 31, 2020) $ 5,850 $ 339 $ 6,189 2022 6,811 416 7,227 2023 4,746 416 5,162 2024 4,218 365 4,583 2025 2,319 310 2,629 Thereafter 2,999 15 3,014 Total future minimum lease payments $ 26,943 $ 1,861 $ 28,804 Less effects of discounting (3,861 ) (163 ) (4,024 ) Total lease liabilities $ 23,082 $ 1,698 $ 24,780 Reported as of December 31, 2020 Short-term lease liabilities $ 6,259 $ 370 $ 6,629 Long-term lease liabilities 16,823 1,328 18,151 Total lease liabilities $ 23,082 $ 1,698 $ 24,780 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 3 Months Ended |
Dec. 31, 2020 | |
Accrued Liabilities And Other Liabilities [Abstract] | |
Accrued Expenses and Other Liabilities | Note 10. Accrued Expenses and Other Liabilities Accrued expenses and other current liabilities consisted of the following (dollars in thousands): December 31, 2020 September 30, 2020 Compensation $ 22,065 $ 37,960 Cost of revenue related liabilities 4,011 3,683 Sales and other taxes payable 18,031 14,688 Professional fees 3,223 2,458 Interest Payable 1,444 2,703 Other 3,426 6,365 Total $ 52,200 $ 67,857 |
Restructuring and Other Costs,
Restructuring and Other Costs, Net | 3 Months Ended |
Dec. 31, 2020 | |
Restructuring And Related Activities [Abstract] | |
Restructuring and Other Costs, Net | Note 11. Restructuring and Other Costs, Net Restructuring and other costs, net includes restructuring expenses as well as other charges that are unusual in nature, are the result of unplanned events, and arise outside of the ordinary course of our business. The following table sets forth accrual activity relating to restructuring reserves for the three months ended December 31, 2020 (dollars in thousands): Personnel Facilities Restructuring Subtotal Other Total Balance at October 1, 2020 $ 764 $ 1,745 $ 2,509 $ 1,928 $ 4,437 Restructuring and other costs, net 336 (315 ) 21 26 47 Non-cash adjustments — 1,074 1,074 — 1,074 Cash (payments) receipts (264 ) (128 ) (392 ) 567 175 Foreign exchange impact on ending balance 6 1 7 — 7 Balance at December 31, 2020 $ 842 $ 2,377 $ 3,219 $ 2,521 $ 5,740 The following table sets forth restructuring and other costs, net recognized for the three months ended December 31, 2020 and 2019 (dollars in thousands): Three Months Ended December 31, 2020 2019 Personnel $ 336 $ 360 Facilities (315 ) — Restructuring subtotal 21 360 Other 26 7,194 Restructuring and other costs, net $ 47 $ 7,554 Fiscal Year 2021 For the three months ended December 31, 2020, we recorded restructuring charges of $47 thousand, which included a $0.3 million severance charge related to the elimination of personnel and a $0.3 million recovery resulting from the restructuring of facilities that will no longer be utilized, including adjustments to assumptions associated with these facilities. Fiscal Year 2020 For the three months ended December 31, 2019, we recorded restructuring charges of $7.6 million, which included a $0.4 million severance charge related to the elimination of personnel, and $7.2 million related to costs incurred to establish the Cerence business as a standalone public company. |
Stockholder's Equity
Stockholder's Equity | 3 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholder's Equity | Note 12. Stockholder’s Equity Per the Amended and Restated Certificate of Incorporation, which was adopted on October 1, 2019, 600,000,000 shares of capital stock have been authorized, consisting of 40,000,000 shares of Preferred Stock, par value $0.01 per share, or Preferred Stock, and 560,000,000 shares of Common Stock, par value $0.01 per share (“Common Stock”). On October 2, 2019, we registered the issuance of 6,350,000 shares of Common Stock, consisting of 5,300,000 shares of Common Stock reserved for issuance upon the exercise of options granted, or in respect of awards granted, under the Cerence 2019 Equity Incentive Plan, (“Equity Incentive Plan”), and 1,050,000 shares of Common Stock that are reserved for issuance under the Cerence 2019 Employee Stock Purchase Plan. The Equity Incentive Plan provides for the grant of incentive stock options, stock awards, stock units, stock appreciation rights, and certain other stock-based awards. Awards issued under the Plan may not have a term greater than ten years from the date of grant. Restricted Units Information with respect to our non-vested restricted stock units for the three months ended December 31, 2020 was as follows: Non-Vested Restricted Stock Units Time-Based Shares Performance- Based Shares Total Shares Weighted- Average Grant-Date Fair Value Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) Non-vested at October 1, 2020 2,042,918 771,387 2,814,305 $ 18.63 Granted 635,810 289,380 925,190 $ 56.97 Vested (872,310 ) (403,502 ) (1,275,812 ) $ 39.16 Forfeited (6,754 ) (1,596 ) (8,350 ) $ 35.94 Non-vested at December 31, 2020 1,799,664 655,669 2,455,333 $ 36.79 1.40 $ 246,896 Expected to vest 2,455,333 $ 36.79 1.40 $ 246,896 Stock-based Compensation Stock-based compensation was included in the following captions in our Condensed Consolidated Statements of Operations for the three months ended December 31, 2020 and 2019 (in thousands): Three Months Ended December 31, 2020 2019 Cost of connected services $ 291 $ 352 Cost of professional services 1,294 871 Research and development 4,098 2,975 Sales and marketing 2,529 1,590 General and administrative 4,139 3,181 $ 12,351 $ 8,969 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13. Commitments and Contingencies Litigation and Other Claims Similar to many companies in the software industry, we are involved in a variety of claims, demands, suits, investigations and proceedings that arise from time to time relating to matters incidental to the ordinary course of our business, including at times actions with respect to contracts, intellectual property, employment, benefits and securities matters. At each balance sheet date, we evaluate contingent liabilities associated with these matters in accordance with ASC 450 “ Contingencies Guarantees and Other We include indemnification provisions in the contracts we enter with customers and business partners. Generally, these provisions require us to defend claims arising out of our products’ infringement of third-party intellectual property rights, breach of contractual obligations and/or unlawful or otherwise culpable conduct. The indemnity obligations generally cover damages, costs and attorneys’ fees arising out of such claims. In most, but not all cases, our total liability under such provisions is limited to either the value of the contract or a specified, agreed-upon amount. In some cases, our total liability under such provisions is unlimited. In many, but not all cases, the term of the indemnity provision is perpetual. While the maximum potential amount of future payments we could be required to make under all the indemnification provisions is unlimited, we believe the estimated fair value of these provisions is minimal due to the low frequency with which these provisions have been triggered. We indemnify our directors and officers to the fullest extent permitted by Delaware law, which provides among other things, indemnification to directors and officers for expenses, judgments, fines, penalties and settlement amounts incurred by such persons in their capacity as a director or officer of the Company, regardless of whether the individual is serving in any such capacity at the time the liability or expense is incurred. Additionally, in connection with certain acquisitions, we agreed to indemnify the former officers and members of the boards of directors of those companies, on similar terms as described above, for a period of six years from the acquisition date. In certain cases, we purchase director and officer insurance policies related to these obligations, which fully cover the six-year As of December 31, 2020, we have a $1.7 million letter of credit that is used as a security deposit in connection with our leased Bellevue, Washington office space. In the event of default on the underlying lease, the landlord would be eligible to draw against the letter of credit. The letter of credit is subject to aggregate reductions, provided that we are not in default under the underlying lease. We also have letters of credit in connection with security deposits for other facility leases totaling $0.7 million in the aggregate. These letters of credit have various terms and expire during fiscal year 2021 and beyond, while some of the letters of credit may automatically renew based on the terms of the underlying agreements. |
Income Taxes
Income Taxes | 3 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14. Income Taxes The components of income (loss) before income taxes are as follows (dollars in thousands): Three Months Ended December 31, 2020 2019 Domestic $ 5,245 $ (7,128 ) Foreign 9,009 (1,632 ) Income (loss) before income taxes $ 14,254 $ (8,760 ) The components of (benefit from) provision for income taxes are as follows (dollars in thousands): Three Months Ended December 31, 2020 2019 Domestic $ 1,020 $ (3,218 ) Foreign (8,404 ) 6,220 (Benefit from) provision for income taxes $ (7,384 ) $ 3,002 Effective income tax rate (51.8 )% (34.3 )% The effective tax rates for the periods presented are based on the statutory tax rates enacted in the jurisdictions in which we operate. For both periods presented, the effective tax rate differs from the 21.0% Our effective tax rate for the three months ended December 31, 2020 was negative 51.8% compared to negative 34.3% for the three months ended December 31, 2019. Consequently, our benefit from income taxes for the three months ended December 31, 2020 was $7.4 million, a net change of $10.4 million for a provision for income taxes of $3.0 million for the three months ended December 31, 2019. This difference was attributable to a $15.8 million tax benefit recorded as a result of an increase to the enacted Netherlands tax rate in the first quarter of fiscal 2021 and the realization of a $2.6 million tax benefit related to stock-based compensation in the period. This compares to a $5.0 million tax benefit realized during the three months ended December 31, 2019, which was the result of a previous change to the Netherlands enacted tax rate. Deferred tax assets and liabilities are measured using the statutory tax rates and laws expected to apply to taxable income in the years in which the temporary differences are expected to reverse. Valuation allowances are provided against net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the timing of the temporary differences becoming deductible. Management considers, among other available information, scheduled reversals of deferred tax liabilities, projected future taxable income, limitations of availability of net operating loss carryforwards, and other matters in making this assessment. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 15. Long-Term Debt Long-term debt consisted of the following (in thousands): December 31, 2020 September 30, 2020 3.00% Convertible Senior Notes due 2025, net of unamortized discount of $17,678 and deferred issuance costs of $4,445 at December 31, 2020. Effective interest rate 6.29%. $ 152,877 $ 151,791 Senior Credit Facilities, net of unamortized discount of $2,216 and deferred issuance costs of $268 at December 31, 2020. Effective interest rate 3.39%. 119,392 121,331 Total debt $ 272,269 $ 273,122 Less: current portion (6,250 ) (6,250 ) Total long-term debt $ 266,019 $ 266,872 The following table summarizes the maturities of our borrowing obligations as of December 31, 2020 (in thousands): Fiscal Year Convertible Senior Notes Senior Facilities Total 2021 $ — $ 4,688 $ 4,688 2022 — 6,250 6,250 2023 — 10,938 10,938 2024 — 12,500 12,500 2025 175,000 87,500 262,500 Thereafter — — — Total before unamortized discount and issuance costs and current portion $ 175,000 $ 121,876 $ 296,876 Less: unamortized discount and issuance costs (22,123 ) (2,484 ) (24,607 ) Less: current portion of long-term debt — (6,250 ) (6,250 ) Total long-term debt $ 152,877 $ 113,142 $ 266,019 3.00% Senior Convertible Notes due 2025 On June 2, 2020, in an effort to refinance our debt structure, we issued $175.0 million in aggregate principal amount of 3.00% Convertible Senior Notes due 2025 (the “Notes”), including the initial purchasers’ exercise in full of their option to purchase an additional $25.0 million principal amount of the Notes, between the Company and U.S. Bank National Association, as trustee (the “Trustee”), in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The net proceeds from the issuance of the Notes were $169.8 million after deducting transaction costs. We used net proceeds from the issuance of the Notes to repay a portion of our indebtedness under the Credit Agreement, dated October 1, 2019, by and among the Company, the lenders and issuing banks party thereto and Barclays Bank PLC, as administrative agent (the “Existing Facility”). The Notes are senior, unsecured obligations and will accrue interest payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2020, at a rate of 3.00% per year. The Notes will mature on June 1, 2025, unless earlier converted, redeemed, or repurchased. The Notes are convertible into cash, shares of the Company’s Common Stock or a combination of cash and shares of the Company’s Common Stock, at the Company’s election. The conversion rate will initially be 26.7271 shares of our Common Stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $37.42 per share of our Common Stock). As of December 31, 2020, the carrying amount of the equity component, net of taxes and transaction costs was $14.4 million. The interest expense recognized related to the Notes for the three months ended December 31, 2020 was as follows (dollars in thousands): Three Months Ended December 31, 2020 Contractual interest expense $ 1,322 Amortization of debt discount 868 Amortization of issuance costs 218 Total interest expense related to the Notes $ 2,408 The conditional conversion feature of the Notes was triggered in the three months ended December 31, 2020, and the Notes are therefore convertible during the fiscal quarter ending on March 31, 2021. Whether any of the Notes will be convertible in future quarters will depend on the satisfaction of one or more of the conversion conditions in the future. If one or more holders elect to convert their Notes at a time when any such Notes are convertible, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity. Senior Credit Facilities On June 12, 2020 (the “Financing Closing Date”), in connection with our effort to refinance our existing indebtedness, we entered into a Credit Agreement, by and among the Borrower, the lenders and issuing banks party thereto and Wells Fargo Bank, N.A., as administrative agent (the “Credit Agreement”), consisting of a four-year On December 17, 2020 (the “Amendment No. 1 Effective Date”), we entered into Amendment No. 1 to the Credit Agreement (the “Amendment”). The Amendment extended the scheduled maturity date of the revolving credit and term facilities from June 12, 2024 to April 1, 2025. The Amendment was accounted for as a debt modification, and therefore, $0.5 million of the refinancing fees paid directly to lender were recorded as deferred debt issuance costs, and $0.1 million of the refinancing fees paid to third parties were expensed in the period. The Amendment, among other things, revised certain interest rates in the Credit Agreement. Following delivery of a compliance certificate for the first full fiscal quarter after the Amendment No. 1 Effective Date, the applicable margins for the revolving credit and term facilities is subject to a pricing grid based upon the net total leverage ratio as follows (i) if the net total leverage ratio is greater than 3.00 to 1.00, the applicable margin is LIBOR plus 3.00% or ABR plus 2.00%; (ii) if the net total leverage ratio is less than or equal to 3.00 to 1.00 but greater than 2.50 to 1.00, the applicable margin is LIBOR plus 2.75% or ABR plus 1.75%; (iii) if the net total leverage ratio is less than or equal to 2.50 to 1.00 but greater than 2.00 to 1.00, the applicable margin is LIBOR plus 2.50% or ABR plus 1.50%; (iv) if the net total leverage ratio is less than or equal to 2.00 to 1.00 but greater than 1.50 to 1.00, the applicable margin is LIBOR plus 2.25% or ABR plus 1.25%; and (v) if the net total leverage ratio is less than or equal to 1.50 to 1.00, the applicable margin is LIBOR plus 2.20% or ABR plus 1.00%. As a result of the Amendment, the applicable LIBOR floor was reduced from 0.50% to 0.00%. From the Amendment No. 1 Effective Date until the date on which the financial statements are delivered for the fiscal quarter ended December 31, 2020, the interest rate will be LIBOR plus 2.50% or ABR plus 1.50%. Total interest expense relating to the Senior Credit Facilities for the fiscal quarter ended December 31, 2020 was $1.4 million, reflecting the coupon and accretion of the discount. In addition, the quarterly commitment fee required to be paid based on the unused portion of the revolving facility is subject to a pricing grid based upon the net total leverage ratio as follows (i) if the net total leverage ratio is greater than 3.00 to 1.00, the unused line fee is 0.500%; (ii) if the net total leverage ratio is less than or equal to 3.00 to 1.00 but greater than 2.50 to 1.00, the unused line fee is 0.450%; (iii) if the net total leverage ratio is less than or equal to 2.50 to 1.00 but greater than 2.00 to 1.00, the unused line fee is 0.400%; (iv) if the net total leverage ratio is less than or equal to 2.00 to 1.00 but greater than 1.50 to 1.00, the unused line fee is 0.350%; and (v) if the net total leverage ratio is less than or equal to 1.50 to 1.00, the unused line fee is 0.300%. The Amendment also revised the amount by which we are obligated to make quarterly principal payments. Through the fiscal quarter ending December 31, 2022, we are obligated to make quarterly principal payments in an aggregate amount equal to 1.25% of the original principal amount of the Term Loan Facility. From the fiscal quarter ending March 31, 2023 and for each fiscal quarter thereafter, we are obligated to make quarterly principal payments in an aggregate amount equal to 2.50% of the original principal amount of the Term Loan Facility, with the balance payable at the maturity date thereof. The Credit Agreement contains certain affirmative and negative covenants customary for financings of this type that, among other things, limit our and our subsidiaries’ ability to incur additional indebtedness or liens, to dispose of assets, to make certain fundamental changes, to designate subsidiaries as unrestricted, to make certain investments, to prepay certain indebtedness and to pay dividends, or to make other distributions or redemptions/repurchases, in respect of our and our subsidiaries’ equity interests. In addition, the Credit Agreement contains financial covenants, each tested quarterly, (1) a net secured leveraged ratio of not greater than 3.25 to 1.00; (2) a net total leverage ratio of not greater than 4.25 to 1.00; and (3) minimum liquidity of at least $75 million. The Credit Agreement also contains events of default customary for financings of this type, including certain customary change of control events. As of December 31, 2020, we were in compliance with all Credit Agreement covenants. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company, as well as those of our wholly owned subsidiaries. All significant intercompany transactions and balances are eliminated in consolidation. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by GAAP for complete financial statements. The condensed consolidated financial statements reflect all adjustments considered necessary for a fair presentation of the consolidated results of operations and financial position for the interim periods presented. All such adjustments are of a normal recurring nature. The results of operations for the three months ended December 31, 2020 are not necessarily indicative of the results to be expected for any other interim period or for the year ending September 30, 2021. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated and combined financial statements and notes contained in our Annual Report on Form 10-K for the year ended September 30, 2020. |
Use of Estimates | Use of Estimates The financial statements are prepared in accordance with GAAP, which requires management to make estimates and assumptions. These estimates, judgments and assumptions can affect the reported amounts in the financial statements and the footnotes thereto. Actual results could differ materially from these estimates. On an ongoing basis, we evaluate our estimates, assumptions and judgments. Significant estimates inherent to the preparation of financial statements include: revenue recognition; allowance for credit losses; accounting for deferred costs; accounting for internally developed software; the valuation of goodwill and intangible assets; accounting for business combinations; accounting for stock-based compensation; accounting for income taxes; accounting for leases; accounting for convertible debt; and loss contingencies. We base our estimates on historical experience, market participant fair value considerations, projected future cash flows, and various other factors that are believed to be reasonable under the circumstances. Actual amounts could differ significantly from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand, including money-market funds with original maturities of 90 days or less. As of December 31, 2020, the estimated fair value of our money-market funds was $82.9 million. We estimated the fair value of our money-market funds from quoted prices for identical assets in active markets on the last trading day of the reporting period (Level 1). |
Concentration of Risk | Concentration of Risk Financial instruments that potentially subject us to significant concentrations of credit risk primarily consist of trade accounts receivable. We perform ongoing credit evaluations of our customers’ financial condition and limit the amount of credit extended when deemed appropriate. Two customers accounted for 15.1% and 12.9% of our accounts receivable, net balance at December 31, 2020. Two customers accounted for 15.0% and 11.1% of our accounts receivable, net balance at September 30, 2020. |
Derivative Financial Instruments | Derivative Financial Instruments We use derivative instruments, including forward contracts, to help manage foreign currency exposures. Derivative instruments are viewed as risk management tools by us and are not used for trading or speculative purposes. Derivatives that qualify for hedge accounting can be designated as either cash flow hedges, net investment hedges, or fair value hedges. We may enter into derivative contracts that economically hedge certain risks, even when hedge accounting does not apply, or we elect not to apply hedge accounting. Derivatives are recognized in the Condensed Consolidated Balance Sheet at fair value on a gross basis as either assets or liabilities and classified as current or noncurrent based upon whether the maturity of the instrument is less than or greater than 12 months. Changes in the fair value of derivatives not designated as hedges are reported in earnings primarily in other income (expense), net. The cash flows associated with derivatives not designated as hedges are reported in cash flows from operating activities in the Condensed Consolidated Statement of Cash Flows. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments We adopted ASU 2016-13 using the modified retrospective approach as of October 1, 2020. The effects of applying ASU 2016-13 as a cumulative-effect adjustment to Retained earnings was immaterial. |
Recently Issued Accounting Pronouncements to be Adopted | Recently Issued Accounting Pronouncements to be Adopted In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Revenues Classified by Major Geographic Region | Revenues, classified by the major geographic region in which our customers are located, for the three months ended December 31, 2020 and 2019 (dollars in thousands): Three Months Ended December 31, 2020 2019 Revenues: United States $ 33,051 $ 35,041 Other Americas 43 8 Germany 32,044 20,217 Other Europe, Middle East and Africa 3,469 4,597 Japan 12,673 11,411 Other Asia-Pacific 13,684 6,185 Total net revenues $ 94,964 $ 77,459 |
Summary of Significant Changes in Contract Assets and Deferred Revenue | The table below shows significant changes in contract assets (dollars in thousands): Contract assets Balance as of October 1, 2020 $ 30,277 Revenues recognized but not billed 17,535 Amounts reclassified to accounts receivable, net (12,997 ) Balance as of December 31, 2020 $ 34,815 Less: allowance for credit losses (387 ) Balance as of December 31, 2020, net $ 34,428 Deferred revenue Balance as of October 1, 2020 $ 325,093 Amounts billed but not recognized 28,877 Revenue recognized (33,701 ) Balance as of December 31, 2020 $ 320,269 |
Summary of Estimated Revenue Expected to be Recognized in Future Related to Performance Obligations Unsatisfied or Partially Unsatisfied | The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at December 31, 2020 (dollars in thousands): Within One Year Two to Five Years Greater than Five Years Total Total revenue $ 156,563 $ 189,291 $ 31,243 $ 377,097 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Basic Shares to Diluted Shares | The following table presents the reconciliation of the numerator and denominator for calculating net income (loss) per share: Three Months Ended December 31, in thousands, except per share data 2020 2019 Numerator: Net income (loss) - basic $ 21,638 $ (11,762 ) Interest on Convertible Senior Notes, net of tax 1,831 - Net income (loss) - diluted $ 23,469 $ (11,762 ) Denominator: Weighted average common shares outstanding - basic 37,180 35,995 Dilutive effect of restricted stock awards 1,506 - Dilutive effect of the Notes 4,677 - Weighted average common shares outstanding - diluted 43,363 35,995 Net income (loss) per common share: Basic $ 0.58 $ (0.33 ) Diluted $ 0.54 $ (0.33 ) |
Schedule of Potential Shares Considered Antidilutive | The following table set forth potential shares that were considered anti-dilutive during the three months ended December 31, 2020 and at December 31, 2019: December 31, December 31, in thousands 2020 2019 Restricted stock unit awards - 1,923 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets that are Measured at Fair Value and Indicates the Fair Value Hierarchy of the Valuation Inputs | The following table presents information about our financial assets that are measured at fair value and indicates the fair value hierarchy of the valuation inputs used (dollars in thousands) as of: December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Money market funds $ 82,891 $ - $ - $ 82,891 Marketable securities: Commercial paper, $14,384 at cost $ - $ 14,384 $ - $ 14,384 Corporate bonds, $3,637 at cost - 3,637 - 3,637 Total assets $ 82,891 $ 18,021 $ - $ 100,912 September 30, 2020 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Money market funds $ 101,437 $ - $ - $ 101,437 Marketable securities: Commercial paper, $9,883 at cost $ - $ 9,883 $ - $ 9,883 Corporate bonds, $1,780 at cost - 1,779 - 1,779 Total assets $ 101,437 $ 11,662 $ - $ 113,099 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Fair Value and Presentation in Condensed Consolidated Balance Sheet for Derivative Instruments | The following table summarizes the fair value and presentation in the Condensed Consolidated Balance Sheet for derivative instruments as of December 31, 2020 and 2019 (dollars in thousands): Fair Value Derivatives not designated as hedges Classification December 31, 2020 September 30, 2020 Foreign currency forward contracts Prepaid expenses and other current assets $ 496 $ - Foreign currency forward contracts Other assets 296 - Foreign currency forward contracts Accrued expenses and other current liabilities 279 - Foreign currency forward contracts Other liabilities $ 182 $ - |
Summary of Income (Loss) Related to Foreign Currency Forward Contracts | The following tables display a summary of the income (loss) related to foreign currency forward contracts for the three months ended December 31, 2020 and 2019 (dollars in thousand): Gain recognized in earnings Three Months Ended Derivatives not designated as hedges Classification December 31, 2020 December 31, 2019 Foreign currency forward contracts Other income (expense), net $ 386 $ - |
Credit Losses (Tables)
Credit Losses (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Summary of Change in Allowance for Credit Losses | The change in the allowance for credit losses for the three months ended December 31, 2020 is as follows (dollars in thousands): Allowance for Credit Losses Balance as of September 30, 2020 $ (1,394 ) Current period recovery for expected credit losses 483 Write-offs charged against the allowance for expected credit losses (73 ) Foreign exchange impact on ending balance 18 Balance as of December 31, 2020 $ (966 ) |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the three months ended December 31, 2020 are as follows (dollars in thousands): Total Balance as of October 1, 2020 $ 1,128,198 Effect of foreign currency translation 8,158 Balance as of December 31, 2020 $ 1,136,356 |
Summary of Gross Carrying Amounts and Accumulated Amortization of Intangible Assets by Major Class | The following tables summarizes the gross carrying amounts and accumulated amortization of intangible assets by major class (dollars in thousands): December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Remaining Life (Years) Customer relationships $ 112,430 $ (80,499 ) $ 31,931 2.8 Technology and patents 91,408 (82,269 ) 9,139 1.4 Total $ 203,838 $ (162,768 ) $ 41,070 September 30, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life (Years) Customer relationships $ 110,512 $ (75,915 ) $ 34,597 3.0 Technology and patents 90,658 (79,639 ) 11,019 1.6 Total $ 201,170 $ (155,554 ) $ 45,616 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Summary of Lease Term and Incremental Borrowing Rates for Leases | The following table presents certain information related to lease term and incremental borrowing rates for leases as of December 31, 2020 and September 30, 2020: December 31, 2020 September 30, 2020 Weighted-average remaining lease term (in months): Operating leases 51.8 55.9 Finance leases 52.7 55.8 Weighted-average discount rate: Operating leases 7.2 % 7.4 % Finance leases 4.4 % 4.4 % |
Summary of Lease Expense | The following table presents lease expense for the three months ended December 31, 2020 and 2019 (dollars in thousands): Three months ended December 31, 2020 Three months ended December 31, 2019 Finance lease costs: Amortization of right of use asset $ 141 $ 36 Interest on lease liability 15 - Operating lease cost 2,229 1,890 Variable lease cost 20 309 Sublease income (53 ) (55 ) Total lease cost $ 2,352 $ 2,180 |
Summary of Undiscounted Future Minimum Lease Payments Under Non-cancelable Leases | The table below reconciles the undiscounted future minimum lease payments under non-cancelable leases with terms of more than one year to the total lease liabilities recognized on the condensed consolidated balance sheet as of December 31, 2020 (dollars in thousands): Year Ending September 30, Operating Leases Financing Leases Total 2021 (excluding three months ended December 31, 2020) $ 5,850 $ 339 $ 6,189 2022 6,811 416 7,227 2023 4,746 416 5,162 2024 4,218 365 4,583 2025 2,319 310 2,629 Thereafter 2,999 15 3,014 Total future minimum lease payments $ 26,943 $ 1,861 $ 28,804 Less effects of discounting (3,861 ) (163 ) (4,024 ) Total lease liabilities $ 23,082 $ 1,698 $ 24,780 Reported as of December 31, 2020 Short-term lease liabilities $ 6,259 $ 370 $ 6,629 Long-term lease liabilities 16,823 1,328 18,151 Total lease liabilities $ 23,082 $ 1,698 $ 24,780 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Accrued Liabilities And Other Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (dollars in thousands): December 31, 2020 September 30, 2020 Compensation $ 22,065 $ 37,960 Cost of revenue related liabilities 4,011 3,683 Sales and other taxes payable 18,031 14,688 Professional fees 3,223 2,458 Interest Payable 1,444 2,703 Other 3,426 6,365 Total $ 52,200 $ 67,857 |
Restructuring and Other Costs_2
Restructuring and Other Costs, Net (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Restructuring And Related Activities [Abstract] | |
Schedule of Accrual Activity Relating to Restructuring Reserves | The following table sets forth accrual activity relating to restructuring reserves for the three months ended December 31, 2020 (dollars in thousands): Personnel Facilities Restructuring Subtotal Other Total Balance at October 1, 2020 $ 764 $ 1,745 $ 2,509 $ 1,928 $ 4,437 Restructuring and other costs, net 336 (315 ) 21 26 47 Non-cash adjustments — 1,074 1,074 — 1,074 Cash (payments) receipts (264 ) (128 ) (392 ) 567 175 Foreign exchange impact on ending balance 6 1 7 — 7 Balance at December 31, 2020 $ 842 $ 2,377 $ 3,219 $ 2,521 $ 5,740 |
Schedule of Restructuring and Other Costs, Net | The following table sets forth restructuring and other costs, net recognized for the three months ended December 31, 2020 and 2019 (dollars in thousands): Three Months Ended December 31, 2020 2019 Personnel $ 336 $ 360 Facilities (315 ) — Restructuring subtotal 21 360 Other 26 7,194 Restructuring and other costs, net $ 47 $ 7,554 |
Stockholder's Equity (Tables)
Stockholder's Equity (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Non-vested Restricted Stock Units | Information with respect to our non-vested restricted stock units for the three months ended December 31, 2020 was as follows: Non-Vested Restricted Stock Units Time-Based Shares Performance- Based Shares Total Shares Weighted- Average Grant-Date Fair Value Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) Non-vested at October 1, 2020 2,042,918 771,387 2,814,305 $ 18.63 Granted 635,810 289,380 925,190 $ 56.97 Vested (872,310 ) (403,502 ) (1,275,812 ) $ 39.16 Forfeited (6,754 ) (1,596 ) (8,350 ) $ 35.94 Non-vested at December 31, 2020 1,799,664 655,669 2,455,333 $ 36.79 1.40 $ 246,896 Expected to vest 2,455,333 $ 36.79 1.40 $ 246,896 |
Schedule of Stock-based Compensation | Stock-based compensation was included in the following captions in our Condensed Consolidated Statements of Operations for the three months ended December 31, 2020 and 2019 (in thousands): Three Months Ended December 31, 2020 2019 Cost of connected services $ 291 $ 352 Cost of professional services 1,294 871 Research and development 4,098 2,975 Sales and marketing 2,529 1,590 General and administrative 4,139 3,181 $ 12,351 $ 8,969 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Components of Income (Loss) Before Income Taxes | The components of income (loss) before income taxes are as follows (dollars in thousands): Three Months Ended December 31, 2020 2019 Domestic $ 5,245 $ (7,128 ) Foreign 9,009 (1,632 ) Income (loss) before income taxes $ 14,254 $ (8,760 ) |
Components of (Benefit from) Provision for Income Taxes | The components of (benefit from) provision for income taxes are as follows (dollars in thousands): Three Months Ended December 31, 2020 2019 Domestic $ 1,020 $ (3,218 ) Foreign (8,404 ) 6,220 (Benefit from) provision for income taxes $ (7,384 ) $ 3,002 Effective income tax rate (51.8 )% (34.3 )% |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt consisted of the following (in thousands): December 31, 2020 September 30, 2020 3.00% Convertible Senior Notes due 2025, net of unamortized discount of $17,678 and deferred issuance costs of $4,445 at December 31, 2020. Effective interest rate 6.29%. $ 152,877 $ 151,791 Senior Credit Facilities, net of unamortized discount of $2,216 and deferred issuance costs of $268 at December 31, 2020. Effective interest rate 3.39%. 119,392 121,331 Total debt $ 272,269 $ 273,122 Less: current portion (6,250 ) (6,250 ) Total long-term debt $ 266,019 $ 266,872 |
Summary of Maturities of Borrowing Obligations | The following table summarizes the maturities of our borrowing obligations as of December 31, 2020 (in thousands): Fiscal Year Convertible Senior Notes Senior Facilities Total 2021 $ — $ 4,688 $ 4,688 2022 — 6,250 6,250 2023 — 10,938 10,938 2024 — 12,500 12,500 2025 175,000 87,500 262,500 Thereafter — — — Total before unamortized discount and issuance costs and current portion $ 175,000 $ 121,876 $ 296,876 Less: unamortized discount and issuance costs (22,123 ) (2,484 ) (24,607 ) Less: current portion of long-term debt — (6,250 ) (6,250 ) Total long-term debt $ 152,877 $ 113,142 $ 266,019 |
Schedule of Interest Expense Related to Notes | The interest expense recognized related to the Notes for the three months ended December 31, 2020 was as follows (dollars in thousands): Three Months Ended December 31, 2020 Contractual interest expense $ 1,322 Amortization of debt discount 868 Amortization of issuance costs 218 Total interest expense related to the Notes $ 2,408 |
Business Overview - Additional
Business Overview - Additional Information (Details) | Oct. 01, 2019 | Dec. 31, 2020 |
Business Overview [Line Items] | ||
Entity incorporation state country code | DE | |
Entity incorporation, date of incorporation | Oct. 1, 2019 | |
Nuance Communications | Spin-Off | ||
Business Overview [Line Items] | ||
Distribution date | Oct. 1, 2019 | |
Conversion ratio, description | The distribution was made in the amount of one share of our common stock for every eight shares of Nuance common stock (which we refer to as the “Distribution”) owned by Nuance’s stockholders as of 5:00 p.m. Eastern Time on September 17, 2019, the record date of the Distribution. | |
Conversion ratio | 0.125 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Details) $ in Millions | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020USD ($)Customer | Sep. 30, 2020Customer | |
ASU 2016-13 | ||
Significant Accounting Policies [Line Items] | ||
Change In Accounting Principle Accounting Standards Update Adopted | true | |
Change In Accounting Principle Accounting Standards Update Adoption Date | Oct. 1, 2020 | |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect | true | |
Concentration of Credit Risk | Accounts Receivable, Net | ||
Significant Accounting Policies [Line Items] | ||
Number of major customers | Customer | 2 | 2 |
Concentration of Credit Risk | Accounts Receivable, Net | Customer One | ||
Significant Accounting Policies [Line Items] | ||
Concentration risk, percentage | 15.10% | 15.00% |
Concentration of Credit Risk | Accounts Receivable, Net | Customer Two | ||
Significant Accounting Policies [Line Items] | ||
Concentration risk, percentage | 12.90% | 11.10% |
Money-Market Funds | Level 1 | ||
Significant Accounting Policies [Line Items] | ||
Estimated fair value of cash and cash equivalents | $ | $ 82.9 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) | 3 Months Ended | |
Dec. 31, 2020USD ($)Customer | Dec. 31, 2019USD ($)Customer | |
Disaggregation Of Revenue [Line Items] | ||
Revenues | $ 94,964,000 | $ 77,459,000 |
Contract acquisition costs | 5,900,000 | |
Contract acquisition cost, amortization | 400,000 | 200,000 |
Contract acquisition cost, impairment | 0 | |
Capitalized contract cost, net | 44,700,000 | |
Capitalized contract cost, amortization | 4,300,000 | 2,700,000 |
Capitalized contract cost, impairment | 0 | |
Customer One | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 17,900,000 | 18,000,000 |
United States | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 33,051,000 | 35,041,000 |
Germany | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 32,044,000 | 20,217,000 |
Japan | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | $ 12,673,000 | $ 11,411,000 |
Revenues | Customer Concentration Risk | ||
Disaggregation Of Revenue [Line Items] | ||
Number of customers accounted for revenues | Customer | 1 | 1 |
Revenues | Customer Concentration Risk | Customer One | ||
Disaggregation Of Revenue [Line Items] | ||
Percentage of revenue | 18.90% | 23.20% |
Minimum | ||
Disaggregation Of Revenue [Line Items] | ||
Connected services contract term | 1 year | |
Contract acquisition cost, deferred and amortized over benefit period | 1 year | |
Contract term | 1 year | |
Minimum | Revenues | United States | Geographic Concentration Risk | ||
Disaggregation Of Revenue [Line Items] | ||
Percentage of revenue | 10.00% | 10.00% |
Minimum | Revenues | Germany | Geographic Concentration Risk | ||
Disaggregation Of Revenue [Line Items] | ||
Percentage of revenue | 10.00% | 10.00% |
Minimum | Revenues | Japan | Geographic Concentration Risk | ||
Disaggregation Of Revenue [Line Items] | ||
Percentage of revenue | 10.00% | 10.00% |
Maximum | ||
Disaggregation Of Revenue [Line Items] | ||
Connected services contract term | 5 years | |
Contract acquisition costs, expected benefit period | 1 year | |
Contract acquisition cost, deferred and amortized over benefit period | 8 years | |
Contract term | 8 years |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Revenues Classified by Major Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | ||
Total net revenues | $ 94,964 | $ 77,459 |
United States | ||
Revenues: | ||
Total net revenues | 33,051 | 35,041 |
Other Americas | ||
Revenues: | ||
Total net revenues | 43 | 8 |
Germany | ||
Revenues: | ||
Total net revenues | 32,044 | 20,217 |
Other Europe, Middle East and Africa | ||
Revenues: | ||
Total net revenues | 3,469 | 4,597 |
Japan | ||
Revenues: | ||
Total net revenues | 12,673 | 11,411 |
Other Asia-Pacific | ||
Revenues: | ||
Total net revenues | $ 13,684 | $ 6,185 |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Significant Changes in Contract Assets (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2020USD ($) | |
Revenue From Contract With Customer [Abstract] | |
Balance | $ 30,277 |
Revenues recognized but not billed | 17,535 |
Amounts reclassified to accounts receivable, net | (12,997) |
Balance | 34,815 |
Less: allowance for credit losses | (387) |
Balance | $ 34,428 |
Revenue Recognition - Summary_3
Revenue Recognition - Summary of Significant Changes in Deferred Revenue (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2020USD ($) | |
Revenue From Contract With Customer [Abstract] | |
Balance | $ 325,093 |
Amounts billed but not recognized | 28,877 |
Revenue recognized | (33,701) |
Balance | $ 320,269 |
Revenue Recognition - Summary_4
Revenue Recognition - Summary of Estimated Revenue Expected to be Recognized in Future Related to Performance Obligations Unsatisfied or Partially Unsatisfied (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Remaining Performance Obligations | |
Total revenue | $ 377,097 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-07-01 | |
Remaining Performance Obligations | |
Total revenue | $ 156,563 |
Remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-01-01 | |
Remaining Performance Obligations | |
Total revenue | $ 189,291 |
Remaining performance obligation, expected timing of satisfaction, period | 4 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-01-01 | |
Remaining Performance Obligations | |
Total revenue | $ 31,243 |
Remaining performance obligation, expected timing of satisfaction, period |
Revenue Recognition - Summary_5
Revenue Recognition - Summary of Estimated Revenue Expected to be Recognized in Future Related to Performance Obligations Unsatisfied or Partially Unsatisfied (Details 1) $ in Thousands | Dec. 31, 2020USD ($) |
Revenue Performance Obligation [Abstract] | |
Total revenue | $ 377,097 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - 3.00% Convertible Senior Notes Due 2025 | 3 Months Ended |
Dec. 31, 2020USD ($) | |
Earnings Per Share [Line Items] | |
Debt instrument conversion ratio | 26.7271 |
Conversion of notes to common stock per principal amount | $ 1,000 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Reconciliation of Basic Shares to Diluted Shares (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | ||
Net income (loss) - basic | $ 21,638 | $ (11,762) |
Interest on Convertible Senior Notes, net of tax | 1,831 | |
Net income (loss) - diluted | $ 23,469 | $ (11,762) |
Weighted average common shares outstanding - basic | 37,180 | 35,995 |
Dilutive effect of restricted stock awards | 1,506 | |
Dilutive effect of the Notes | 4,677 | |
Weighted average common shares outstanding - diluted | 43,363 | 35,995 |
Net income (loss) per common share: | ||
Basic | $ 0.58 | $ (0.33) |
Diluted | $ 0.54 | $ (0.33) |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Potential Shares Considered Antidilutive (Details) shares in Thousands | 3 Months Ended |
Dec. 31, 2019shares | |
Restricted Stock Unit Awards | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Antidilutive shares | 1,923 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets that are Measured at Fair Value and Indicates the Fair Value Hierarchy of the Valuation Inputs (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Assets: | |||
Marketable securities | $ 0 | ||
Total assets | $ 100,912,000 | $ 113,099,000 | |
Level 1 | |||
Assets: | |||
Total assets | 82,891,000 | 101,437,000 | |
Level 2 | |||
Assets: | |||
Total assets | 18,021,000 | 11,662,000 | |
Money Market Funds | |||
Assets: | |||
Cash and cash equivalents | 82,891,000 | 101,437,000 | |
Money Market Funds | Level 1 | |||
Assets: | |||
Cash and cash equivalents | 82,891,000 | 101,437,000 | |
Commercial Paper | |||
Assets: | |||
Marketable securities | 14,384,000 | 9,883,000 | |
Commercial Paper | Level 2 | |||
Assets: | |||
Marketable securities | 14,384,000 | 9,883,000 | |
Corporate Bonds | |||
Assets: | |||
Marketable securities | 3,637,000 | 1,779,000 | |
Corporate Bonds | Level 2 | |||
Assets: | |||
Marketable securities | $ 3,637,000 | $ 1,779,000 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Financial Assets that are Measured at Fair Value and Indicates the Fair Value Hierarchy of the Valuation Inputs (Parenthetical) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 30, 2020 |
Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities, cost | $ 14,384 | $ 9,883 |
Corporate Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities, cost | $ 3,637 | $ 1,780 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Marketable securities | $ 0 | ||
Estimated Fair Value | Level 2 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair value of notes | $ 501,800,000 | $ 271,000,000 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Additional Information (Details) - Foreign Exchange Forward Contracts - Not Designated $ in Millions | 3 Months Ended |
Dec. 31, 2020USD ($) | |
Derivative [Line Items] | |
Derivative, notional amount | $ 55.3 |
Derivative, weighted-average remaining maturity | 11 months 21 days |
Maximum | |
Derivative [Line Items] | |
Derivative, contract maturity | 3 years |
Derivative Financial Instrume_4
Derivative Financial Instruments - Summary of Fair Value and Presentation in Condensed Consolidated Balance Sheet for Derivative Instruments (Details) - Foreign Currency Forward Contracts - Not Designated $ in Thousands | Dec. 31, 2020USD ($) |
Prepaid Expenses and Other Current Assets | |
Derivatives Fair Value [Line Items] | |
Derivative instrument assets at fair value | $ 496 |
Other Assets | |
Derivatives Fair Value [Line Items] | |
Derivative instrument assets at fair value | 296 |
Accrued Expenses and Other Current Liabilities | |
Derivatives Fair Value [Line Items] | |
Derivative instrument liabilities at fair value | 279 |
Other Liabilities | |
Derivatives Fair Value [Line Items] | |
Derivative instrument liabilities at fair value | $ 182 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Summary of Income (Loss) Related to Foreign Forward Currency Contracts (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2020USD ($) | |
Foreign Exchange Forward Contracts | Not Designated | |
Derivative Instruments Gain Loss [Line Items] | |
Gain recognized in earnings | $ 386 |
Credit Losses - Summary of Chan
Credit Losses - Summary of Change in Allowance for Credit Losses (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2020USD ($) | |
Receivables [Abstract] | |
Beginning balance | $ (1,394) |
Current period recovery for expected credit losses | 483 |
Write-offs charged against the allowance for expected credit losses | (73) |
Foreign exchange impact on ending balance | 18 |
Ending balance | $ (966) |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill - Additional Information (Details) | 3 Months Ended |
Dec. 31, 2020USD ($)Segment | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Number of reportable segments | 1 |
Number of Operating Segment | 1 |
Goodwill impairment | $ | $ 0 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2020USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Balance as of October 1, 2020 | $ 1,128,198 |
Effect of foreign currency translation | 8,158 |
Balance as of December 31, 2020 | $ 1,136,356 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Intangible Assets, Net - Additional Information (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Impairment of long-lived asset | $ 0 | |
Amortization expense related to intangible assets | 5,000,000 | $ 5,200,000 |
Expected amortization of intangible assets for remainder of 2021 | $ 15,200,000 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Summary of Gross Carrying Amounts and Accumulated Amortization of Intangible Assets by Major Class (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 203,838 | $ 201,170 |
Accumulated Amortization | (162,768) | (155,554) |
Net Carrying Amount | 41,070 | 45,616 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 112,430 | 110,512 |
Accumulated Amortization | (80,499) | (75,915) |
Net Carrying Amount | $ 31,931 | $ 34,597 |
Weighted Average Remaining Life (Years) | 2 years 9 months 18 days | 3 years |
Technology and Patents | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 91,408 | $ 90,658 |
Accumulated Amortization | (82,269) | (79,639) |
Net Carrying Amount | $ 9,139 | $ 11,019 |
Weighted Average Remaining Life (Years) | 1 year 4 months 24 days | 1 year 7 months 6 days |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee Lease Description [Line Items] | ||
Operating lease, existence of option to extend | true | |
Operating lease, option to extend | Some of our leases include options to extend or terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. | |
Operating lease, existence of option to terminate | true | |
Operating lease, option to terminate | Some of our leases include options to extend or terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. | |
Cash payments related to operating leases | $ 2,300 | $ 1,700 |
Cash payments related to financing leases | $ 101 | $ 55 |
Minimum | ||
Lessee Lease Description [Line Items] | ||
Operating lease remaining term | 1 year | |
Maximum | ||
Lessee Lease Description [Line Items] | ||
Operating lease remaining term | 7 years |
Leases - Summary of Lease Term
Leases - Summary of Lease Term and Incremental Borrowing Rates for Leases (Details) | Dec. 31, 2020 | Sep. 30, 2020 |
Weighted-average remaining lease term (in months): | ||
Operating leases | 51 months 24 days | 55 months 27 days |
Finance leases | 52 months 21 days | 55 months 24 days |
Weighted-average discount rate: | ||
Operating leases | 7.20% | 7.40% |
Finance leases | 4.40% | 4.40% |
Leases - Summary of Lease Expen
Leases - Summary of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finance lease costs: | ||
Amortization of right of use asset | $ 141 | $ 36 |
Interest on lease liability | 15 | |
Operating lease cost | 2,229 | 1,890 |
Variable lease cost | 20 | 309 |
Sublease income | (53) | (55) |
Total lease cost | $ 2,352 | $ 2,180 |
Leases - Summary of Undiscounte
Leases - Summary of Undiscounted Future Minimum Lease Payments Under Non-cancelable Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 30, 2020 |
Operating Leases | ||
2021 (excluding three months ended December 31, 2020) | $ 5,850 | |
2022 | 6,811 | |
2023 | 4,746 | |
2024 | 4,218 | |
2025 | 2,319 | |
Thereafter | 2,999 | |
Total future minimum lease payments | 26,943 | |
Less effects of discounting | (3,861) | |
Total lease liabilities | 23,082 | |
Short-term lease liabilities | 6,259 | $ 5,700 |
Long-term lease liabilities | 16,823 | $ 17,821 |
Financing Leases | ||
2021 (excluding three months ended December 31, 2020) | 339 | |
2022 | 416 | |
2023 | 416 | |
2024 | 365 | |
2025 | 310 | |
Thereafter | 15 | |
Total future minimum lease payments | 1,861 | |
Less effects of discounting | (163) | |
Total lease liabilities | 1,698 | |
Short-term lease liabilities | 370 | |
Long-term lease liabilities | 1,328 | |
Total | ||
2021 (excluding three months ended December 31, 2020) | 6,189 | |
2022 | 7,227 | |
2023 | 5,162 | |
2024 | 4,583 | |
2025 | 2,629 | |
Thereafter | 3,014 | |
Total future minimum lease payments | 28,804 | |
Less effects of discounting | (4,024) | |
Total lease liabilities | 24,780 | |
Short-term lease liabilities | 6,629 | |
Long-term lease liabilities | $ 18,151 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities -Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 30, 2020 |
Accrued Liabilities And Other Liabilities [Abstract] | ||
Compensation | $ 22,065 | $ 37,960 |
Cost of revenue related liabilities | 4,011 | 3,683 |
Sales and other taxes payable | 18,031 | 14,688 |
Professional fees | 3,223 | 2,458 |
Interest Payable | 1,444 | 2,703 |
Other | 3,426 | 6,365 |
Total | $ 52,200 | $ 67,857 |
Restructuring and Other Costs_3
Restructuring and Other Costs, Net - Schedule of Accrual Activity Relating to Restructuring Reserves (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost And Reserve [Line Items] | ||
Balance at October 1, 2020 | $ 4,437 | |
Restructuring and other costs, net | 47 | $ 7,554 |
Non-cash adjustments | 1,074 | |
Cash (payments) receipts | 175 | |
Foreign exchange impact on ending balance | 7 | |
Balance at December 31, 2020 | 5,740 | |
Personnel | ||
Restructuring Cost And Reserve [Line Items] | ||
Balance at October 1, 2020 | 764 | |
Restructuring and other costs, net | 336 | 360 |
Cash (payments) receipts | (264) | |
Foreign exchange impact on ending balance | 6 | |
Balance at December 31, 2020 | 842 | |
Facilities | ||
Restructuring Cost And Reserve [Line Items] | ||
Balance at October 1, 2020 | 1,745 | |
Restructuring and other costs, net | (315) | |
Non-cash adjustments | 1,074 | |
Cash (payments) receipts | (128) | |
Foreign exchange impact on ending balance | 1 | |
Balance at December 31, 2020 | 2,377 | |
Restructuring Subtotal | ||
Restructuring Cost And Reserve [Line Items] | ||
Balance at October 1, 2020 | 2,509 | |
Restructuring and other costs, net | 21 | 360 |
Non-cash adjustments | 1,074 | |
Cash (payments) receipts | (392) | |
Foreign exchange impact on ending balance | 7 | |
Balance at December 31, 2020 | 3,219 | |
Other | ||
Restructuring Cost And Reserve [Line Items] | ||
Balance at October 1, 2020 | 1,928 | |
Restructuring and other costs, net | 26 | $ 7,194 |
Cash (payments) receipts | 567 | |
Balance at December 31, 2020 | $ 2,521 |
Restructuring and Other Costs_4
Restructuring and Other Costs, Net - Schedule of Restructuring and Other Costs, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost And Reserve [Line Items] | ||
Restructuring and other costs, net | $ 47 | $ 7,554 |
Personnel | ||
Restructuring Cost And Reserve [Line Items] | ||
Restructuring and other costs, net | 336 | 360 |
Facilities | ||
Restructuring Cost And Reserve [Line Items] | ||
Restructuring and other costs, net | (315) | |
Restructuring Subtotal | ||
Restructuring Cost And Reserve [Line Items] | ||
Restructuring and other costs, net | 21 | 360 |
Other | ||
Restructuring Cost And Reserve [Line Items] | ||
Restructuring and other costs, net | $ 26 | $ 7,194 |
Restructuring and Other Costs_5
Restructuring and Other Costs, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost And Reserve [Line Items] | ||
Restructuring charges (reversal) | $ 47 | $ 7,554 |
Severance Charge | ||
Restructuring Cost And Reserve [Line Items] | ||
Restructuring charges (reversal) | 336 | 360 |
Facilities Restructuring | ||
Restructuring Cost And Reserve [Line Items] | ||
Restructuring charges (reversal) | $ (315) | |
Professional Services Fees | ||
Restructuring Cost And Reserve [Line Items] | ||
Restructuring charges (reversal) | $ 7,200 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Details) - $ / shares | 3 Months Ended | |||
Dec. 31, 2020 | Sep. 30, 2020 | Oct. 02, 2019 | Oct. 01, 2019 | |
Class Of Stock [Line Items] | ||||
Capital stock, shares authorized | 600,000,000 | |||
Preferred stock, shares authorized | 40,000,000 | |||
Preferred stock, par value per share | $ 0.01 | |||
Common stock, shares authorized | 560,000,000 | 560,000,000 | 560,000,000 | |
Common stock, par value per share | $ 0.01 | $ 0.01 | $ 0.01 | |
Common stock reserved for issuance | 6,350,000 | |||
2019 Equity Incentive Plan | ||||
Class Of Stock [Line Items] | ||||
Common stock reserved for issuance | 5,300,000 | |||
Share-based compensation arrangement by share-based payment award, terms of award | Awards issued under the Plan may not have a term greater than ten years from the date of grant. | |||
2019 Equity Incentive Plan | Maximum | ||||
Class Of Stock [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, expected term | 10 years | |||
2019 Employee Stock Purchase Plan | ||||
Class Of Stock [Line Items] | ||||
Common stock reserved for issuance | 1,050,000 |
Stockholder's Equity - Schedule
Stockholder's Equity - Schedule of Non-vested Restricted Stock Units (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Time-Based Restricted Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Non-vested, Shares, Beginning balance | 2,042,918 |
Non-vested, Shares, Granted | 635,810 |
Non-vested, Shares, Vested | (872,310) |
Non-vested, Shares, Forfeited | (6,754) |
Non-vested, Shares, Ending balance | 1,799,664 |
Performance-Based Restricted Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Non-vested, Shares, Beginning balance | 771,387 |
Non-vested, Shares, Granted | 289,380 |
Non-vested, Shares, Vested | (403,502) |
Non-vested, Shares, Forfeited | (1,596) |
Non-vested, Shares, Ending balance | 655,669 |
Restricted Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Non-vested, Shares, Beginning balance | 2,814,305 |
Non-vested, Shares, Granted | 925,190 |
Non-vested, Shares, Vested | (1,275,812) |
Non-vested, Shares, Forfeited | (8,350) |
Non-vested, Shares, Ending balance | 2,455,333 |
Non-vested, Shares, Expected to vest | 2,455,333 |
Non-vested, Weighted-Average Grant-Date Fair Value, Beginning balance | $ / shares | $ 18.63 |
Non-vested, Weighted-Average Grant-Date Fair Value, Granted | $ / shares | 56.97 |
Non-vested, Weighted-Average Grant-Date Fair Value, Vested | $ / shares | 39.16 |
Non-vested, Weighted-Average Grant-Date Fair Value, Forfeited | $ / shares | 35.94 |
Non-vested, Weighted-Average Grant-Date Fair Value, Ending balance | $ / shares | 36.79 |
Non-vested, Weighted-Average Grant-Date Fair Value, Expected to vest | $ / shares | $ 36.79 |
Non-vested, Weighted-Average Remaining Contractual Term (years), Balance | 1 year 4 months 24 days |
Non-vested, Weighted-Average Remaining Contractual Term (years), Expected to vest | 1 year 4 months 24 days |
Non-vested, Aggregate Intrinsic Value, Balance | $ | $ 246,896 |
Non-vested, Aggregate Intrinsic Value, Expected to vest | $ | $ 246,896 |
Stockholder's Equity - Schedu_2
Stockholder's Equity - Schedule of Stock-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation | $ 12,351 | $ 8,969 |
Cost of Connected Services | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation | 291 | 352 |
Cost of Professional Services | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation | 1,294 | 871 |
Research and Development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation | 4,098 | 2,975 |
Sales and Marketing | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation | 2,529 | 1,590 |
General and Administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation | $ 4,139 | $ 3,181 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 3 Months Ended |
Dec. 31, 2020USD ($) | |
Loss Contingencies [Line Items] | |
Indemnification period for former officers and members of the boards of directors | 6 years |
Bellevue, Washington Office Space | |
Loss Contingencies [Line Items] | |
Letter of credit as security deposit | $ 1.7 |
Other Facility | |
Loss Contingencies [Line Items] | |
Letter of credit as security deposit | $ 0.7 |
Income Taxes - Components of In
Income Taxes - Components of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ 5,245 | $ (7,128) |
Foreign | 9,009 | (1,632) |
Income (loss) before income taxes | $ 14,254 | $ (8,760) |
Income Taxes - Components of (B
Income Taxes - Components of (Benefit from) Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ 1,020 | $ (3,218) |
Foreign | (8,404) | 6,220 |
(Benefit from) provision for income taxes | $ (7,384) | $ 3,002 |
Effective income tax rate | (51.80%) | (34.30%) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Line Items] | ||
U.S. federal statutory rates | 21.00% | 21.00% |
Effective income tax rate | (51.80%) | (34.30%) |
Income tax expense (benefit) | $ (7,384) | $ 3,002 |
Change in income tax expense (benefit) | 10,400 | |
Tax benefit related to stock-based compensation | 2,600 | |
Netherlands | ||
Income Tax Disclosure [Line Items] | ||
Income tax expense (benefit) | $ (15,800) | $ (5,000) |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 30, 2020 |
Debt Instrument [Line Items] | ||
Total debt | $ 272,269 | $ 273,122 |
Less: current portion | (6,250) | (6,250) |
Total long-term debt | 266,019 | 266,872 |
3.00% Convertible Senior Notes Due 2025 | ||
Debt Instrument [Line Items] | ||
Total debt | 152,877 | 151,791 |
Total long-term debt | 152,877 | |
Senior Credit Facilities | ||
Debt Instrument [Line Items] | ||
Total debt | 119,392 | $ 121,331 |
Less: current portion | (6,250) | |
Total long-term debt | $ 113,142 |
Long-Term Debt - Schedule of _2
Long-Term Debt - Schedule of Long-Term Debt (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2020 | Jun. 02, 2020 | |
Senior Credit Facilities | ||
Debt Instrument [Line Items] | ||
Debt Instrument, unamortized discount | $ 2,216 | |
Debt instrument, deferred issuance costs | $ 268 | |
Debt instrument, effective interest rate | 3.39% | |
3.00% Convertible Senior Notes Due 2025 | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate | 3.00% | 3.00% |
Debt instrument, maturity year | 2025 | |
Debt Instrument, unamortized discount | $ 17,678 | |
Debt instrument, deferred issuance costs | $ 4,445 | |
Debt instrument, effective interest rate | 6.29% |
Long-Term Debt - Summary of Mat
Long-Term Debt - Summary of Maturities of Borrowing Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 30, 2020 |
Debt Instrument [Line Items] | ||
2021 | $ 4,688 | |
2022 | 6,250 | |
2023 | 10,938 | |
2024 | 12,500 | |
2025 | 262,500 | |
Total before unamortized discount and issuance costs and current portion | 296,876 | |
Less: unamortized discount and issuance costs | (24,607) | |
Less: current portion of long-term debt | (6,250) | $ (6,250) |
Total long-term debt | 266,019 | $ 266,872 |
Senior Facilities | ||
Debt Instrument [Line Items] | ||
2021 | 4,688 | |
2022 | 6,250 | |
2023 | 10,938 | |
2024 | 12,500 | |
2025 | 87,500 | |
Total before unamortized discount and issuance costs and current portion | 121,876 | |
Less: unamortized discount and issuance costs | (2,484) | |
Less: current portion of long-term debt | (6,250) | |
Total long-term debt | 113,142 | |
Convertible Senior Notes | ||
Debt Instrument [Line Items] | ||
2025 | 175,000 | |
Total before unamortized discount and issuance costs and current portion | 175,000 | |
Less: unamortized discount and issuance costs | (22,123) | |
Total long-term debt | $ 152,877 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) | Dec. 17, 2020USD ($) | Jun. 12, 2020USD ($) | Jun. 02, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | |||||
Proceeds from issuance of notes | $ 249,705,000 | ||||
Senior Credit Facilities | |||||
Debt Instrument [Line Items] | |||||
Deferred debt issuance costs | $ 268,000 | ||||
Minimum liquidity | $ 75,000,000 | ||||
Debt instrument, covenant description | The Credit Agreement contains certain affirmative and negative covenants customary for financings of this type that, among other things, limit our and our subsidiaries’ ability to incur additional indebtedness or liens, to dispose of assets, to make certain fundamental changes, to designate subsidiaries as unrestricted, to make certain investments, to prepay certain indebtedness and to pay dividends, or to make other distributions or redemptions/repurchases, in respect of our and our subsidiaries’ equity interests. In addition, the Credit Agreement contains financial covenants, each tested quarterly, (1) a net secured leveraged ratio of not greater than 3.25 to 1.00; (2) a net total leverage ratio of not greater than 4.25 to 1.00; and (3) minimum liquidity of at least $75 million. The Credit Agreement also contains events of default customary for financings of this type, including certain customary change of control events. As of December 31, 2020, we were in compliance with all Credit Agreement covenants. | ||||
Senior Credit Facilities | Maximum | |||||
Debt Instrument [Line Items] | |||||
Net leverage ratio | 4.25 | ||||
Net secured leverage ratio | 3.25% | ||||
Amended Senior Credit Facilities | |||||
Debt Instrument [Line Items] | |||||
Deferred debt issuance costs | $ 500,000 | ||||
Refinancing fee paid to third parties | $ 100,000 | ||||
Debt Instrument, interest rate description | The Amendment, among other things, revised certain interest rates in the Credit Agreement. Following delivery of a compliance certificate for the first full fiscal quarter after the Amendment No. 1 Effective Date, the applicable margins for the revolving credit and term facilities is subject to a pricing grid based upon the net total leverage ratio as follows (i) if the net total leverage ratio is greater than 3.00 to 1.00, the applicable margin is LIBOR plus 3.00% or ABR plus 2.00%; (ii) if the net total leverage ratio is less than or equal to 3.00 to 1.00 but greater than 2.50 to 1.00, the applicable margin is LIBOR plus 2.75% or ABR plus 1.75%; (iii) if the net total leverage ratio is less than or equal to 2.50 to 1.00 but greater than 2.00 to 1.00, the applicable margin is LIBOR plus 2.50% or ABR plus 1.50%; (iv) if the net total leverage ratio is less than or equal to 2.00 to 1.00 but greater than 1.50 to 1.00, the applicable margin is LIBOR plus 2.25% or ABR plus 1.25%; and (v) if the net total leverage ratio is less than or equal to 1.50 to 1.00, the applicable margin is LIBOR plus 2.20% or ABR plus 1.00%. As a result of the Amendment, the applicable LIBOR floor was reduced from 0.50% to 0.00%. From the Amendment No. 1 Effective Date until the date on which the financial statements are delivered for the fiscal quarter ended December 31, 2020, the interest rate will be LIBOR plus 2.50% or ABR plus 1.50%. | ||||
Interest expense | $ 1,400,000 | ||||
Description of unused line fee | In addition, the quarterly commitment fee required to be paid based on the unused portion of the revolving facility is subject to a pricing grid based upon the net total leverage ratio as follows (i) if the net total leverage ratio is greater than 3.00 to 1.00, the unused line fee is 0.500%; (ii) if the net total leverage ratio is less than or equal to 3.00 to 1.00 but greater than 2.50 to 1.00, the unused line fee is 0.450%; (iii) if the net total leverage ratio is less than or equal to 2.50 to 1.00 but greater than 2.00 to 1.00, the unused line fee is 0.400%; (iv) if the net total leverage ratio is less than or equal to 2.00 to 1.00 but greater than 1.50 to 1.00, the unused line fee is 0.350%; and (v) if the net total leverage ratio is less than or equal to 1.50 to 1.00, the unused line fee is 0.300%. | ||||
Amended Senior Credit Facilities | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, basis spread on variable rate | 0.00% | 0.50% | |||
3.00% Convertible Senior Notes Due 2025 | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 175,000,000 | ||||
Debt instrument, interest rate | 3.00% | 3.00% | |||
Debt Instrument, option to purchase additional principal amount | $ 25,000,000 | ||||
Proceeds from issuance of notes | $ 169,800,000 | ||||
Debt instrument, maturity date | Jun. 1, 2025 | ||||
Debt instrument, conversion initial rate | shares | 26.7271 | ||||
Debt instrument, convertible principal amount | $ 1,000 | ||||
Debt instrument, conversion price | $ / shares | $ 37.42 | ||||
Carrying amount of equity component, net of taxes and transaction costs | $ 14,400,000 | ||||
Deferred debt issuance costs | 4,445,000 | ||||
Interest expense | $ 2,408,000 | ||||
Four Year Senior Secured Term Loan Facility | Senior Credit Facilities | |||||
Debt Instrument [Line Items] | |||||
Debt instrument term | 4 years | ||||
Credit facility maximum borrowing capacity | $ 125,000,000 | ||||
Net proceeds from issuance of credit facility | 123,000,000 | ||||
Four Year Senior Secured Term Loan Facility | Amended Senior Credit Facilities | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, frequency of periodic principal payments | quarterly | ||||
Debt instrument periodic payments equivalent percentage of annual amount on original principal amount during first two years | 1.25% | ||||
Debt instrument periodic payments equivalent percentage of annual amount on original principal amount after two years | 2.50% | ||||
Senior Secured First-lien Revolving Credit Facility | Senior Credit Facilities | |||||
Debt Instrument [Line Items] | |||||
Credit facility maximum borrowing capacity | $ 50,000,000 | ||||
Outstanding amount under credit facility | $ 0 | ||||
Net Leverage Ratio Greater Than 3.00 | Amended Senior Credit Facilities | |||||
Debt Instrument [Line Items] | |||||
Net leverage ratio | 3 | ||||
Unused line fee percentage | 50.00% | ||||
Net Leverage Ratio Greater Than 3.00 | Amended Senior Credit Facilities | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, basis spread on variable rate | 3.00% | ||||
Net Leverage Ratio Greater Than 3.00 | Amended Senior Credit Facilities | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, basis spread on variable rate | 2.00% | ||||
Net Leverage Ratio Less Than or Equal to 3.00 but Greater Than 2.50 | Amended Senior Credit Facilities | |||||
Debt Instrument [Line Items] | |||||
Unused line fee percentage | 45.00% | ||||
Net Leverage Ratio Less Than or Equal to 3.00 but Greater Than 2.50 | Amended Senior Credit Facilities | Maximum | |||||
Debt Instrument [Line Items] | |||||
Net leverage ratio | 3 | ||||
Net Leverage Ratio Less Than or Equal to 3.00 but Greater Than 2.50 | Amended Senior Credit Facilities | Minimum | |||||
Debt Instrument [Line Items] | |||||
Net leverage ratio | 2.50 | ||||
Net Leverage Ratio Less Than or Equal to 3.00 but Greater Than 2.50 | Amended Senior Credit Facilities | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, basis spread on variable rate | 2.75% | ||||
Net Leverage Ratio Less Than or Equal to 3.00 but Greater Than 2.50 | Amended Senior Credit Facilities | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, basis spread on variable rate | 1.75% | ||||
Net Leverage Ratio Less Than or Equal to 2.50 but Greater Than 2.00 | Amended Senior Credit Facilities | |||||
Debt Instrument [Line Items] | |||||
Unused line fee percentage | 40.00% | ||||
Net Leverage Ratio Less Than or Equal to 2.50 but Greater Than 2.00 | Amended Senior Credit Facilities | Maximum | |||||
Debt Instrument [Line Items] | |||||
Net leverage ratio | 2.50 | ||||
Net Leverage Ratio Less Than or Equal to 2.50 but Greater Than 2.00 | Amended Senior Credit Facilities | Minimum | |||||
Debt Instrument [Line Items] | |||||
Net leverage ratio | 2 | ||||
Net Leverage Ratio Less Than or Equal to 2.50 but Greater Than 2.00 | Amended Senior Credit Facilities | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, basis spread on variable rate | 2.50% | ||||
Net Leverage Ratio Less Than or Equal to 2.50 but Greater Than 2.00 | Amended Senior Credit Facilities | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, basis spread on variable rate | 1.50% | ||||
Net Leverage Ratio Less Than or Equal to 2.00 but Greater Than 1.50 | Amended Senior Credit Facilities | |||||
Debt Instrument [Line Items] | |||||
Unused line fee percentage | 35.00% | ||||
Net Leverage Ratio Less Than or Equal to 2.00 but Greater Than 1.50 | Amended Senior Credit Facilities | Maximum | |||||
Debt Instrument [Line Items] | |||||
Net leverage ratio | 2 | ||||
Net Leverage Ratio Less Than or Equal to 2.00 but Greater Than 1.50 | Amended Senior Credit Facilities | Minimum | |||||
Debt Instrument [Line Items] | |||||
Net leverage ratio | 1.50 | ||||
Net Leverage Ratio Less Than or Equal to 2.00 but Greater Than 1.50 | Amended Senior Credit Facilities | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, basis spread on variable rate | 2.25% | ||||
Net Leverage Ratio Less Than or Equal to 2.00 but Greater Than 1.50 | Amended Senior Credit Facilities | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, basis spread on variable rate | 1.25% | ||||
Net Leverage Ratio Less Than or Equal to 1.50 | Amended Senior Credit Facilities | |||||
Debt Instrument [Line Items] | |||||
Net leverage ratio | 1.50 | ||||
Unused line fee percentage | 30.00% | ||||
Net Leverage Ratio Less Than or Equal to 1.50 | Amended Senior Credit Facilities | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, basis spread on variable rate | 2.20% | ||||
Net Leverage Ratio Less Than or Equal to 1.50 | Amended Senior Credit Facilities | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, basis spread on variable rate | 1.00% |
Long-Term Debt - Schedule of In
Long-Term Debt - Schedule of Interest Expense Related to Notes (Details) - 3.00% Convertible Senior Notes Due 2025 $ in Thousands | 3 Months Ended |
Dec. 31, 2020USD ($) | |
Debt Instrument [Line Items] | |
Contractual interest expense | $ 1,322 |
Amortization of debt discount | 868 |
Amortization of issuance costs | 218 |
Total interest expense related to the Notes | $ 2,408 |