Cerence Inc.: Form 10-Q for the period ended Jun 30, 2024
Filed with the SEC on Aug 9, 2024 and accepted by EDGAR at Aug 9, 2024, 20:43 ET.
Management's discussion and analysis
As filed, 74,256 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
You should read the following discussion and analysis of our financial condition and results of operations together with our Unaudited Condensed Consolidated Financial Statements, and the related notes thereto, appearing elsewhere in this Quarterly Report on Form 10-Q (“Quarterly Report”), and our consolidated financial statements and the related notes and other financial information included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023, filed with the Securities and Exchange Commission (“SEC”) on November 29, 2023. Some of the information contained in this discussion and analysis or elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, our performance and future success, our liquidity and capital resources, results of operations and financial condition, macroeconomic conditions, the semiconductor shortage, trends in the global auto industry and adjacent markets, including shipping and production issues, new products, process optimization efforts and cost management, and tax estimates and other tax matters, includes forward-looking statements that involve risks and uncertainties. See “Cautionary Statement Concerning Forward-Looking Statements.” You should review the “Risk Factors” sections in Part II, Item 1A of this Quarterly Report on Form 10-Q and Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Note that the results of operations for the three and nine months ended June 30, 2024 are not necessarily indicative of what our operating results for the full fiscal year will be. In this Item, “we,” “us,” “our,” “Cerence” and the “Company” refer to Cerence Inc. and its consolidated subsidiaries, collectively.
Overview
Cerence builds AI powered virtual assistants for the mobility/transportation market. Our primary target is the automobile market, but our solutions can apply to all forms of transportation, including, but not limited to, two-wheel vehicles, planes, tractors, cruise ships and elevators. Our solutions power natural conversational and intuitive interactions between automobiles, drivers and passengers, and the broader digital world. We possess one of the world’s most popular software platforms for building automotive virtual assistants. Our customers include all major 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. Our vision is to enable a more enjoyable, safer journey for everyone.
Our principal offering is our software platform, which our customers use to build virtual assistants that can communicate, find information, and take action across an expanding variety of categories. Our software platform has a hybrid architecture combining edge software components with cloud-connected components. Edge software components are installed on a vehicle’s head unit and can operate without access to external networks and information. Cloud-connected components are comprised of certain speech and natural language understanding related technologies, AI-enabled personalization and context-based response frameworks, and a content integration platform.
We generate revenue primarily by selling software licenses and cloud-connected services. Our edge software components are typically sold under a traditional per unit perpetual software license model, in which a per unit fee is charged on a variable basis for each software instance installed on an automotive head unit. We typically license cloud-connected software components in the form of a service to the vehicle end user, which is paid for in advance. In addition, we generate professional services revenue from our work with our customers during the design, development, and deployment phases of the vehicle model lifecycle and through maintenance and enhancement projects. We have existing relationships with all major OEMs or their tier 1 suppliers, and while our customer contracts vary, they generally represent multi-year engagements, giving us some level of visibility into future revenue; however, such revenue may not materialize as expected due to delays in automobile production, changing customer forecasts, macroeconomic conditions or other factors discussed elsewhere in this Quarterly Report.
Basis of Presentation
The financial information presented in the accompanying unaudited condensed consolidated financial statements has been prepared in accordance with U.S. GAAP and in accordance with rules and regulations of the SEC regarding interim financial reporting. Accordingly, the financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.
The condensed consolidated balance sheet data as of September 30, 2023 was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting primarily of normal recurring accruals, necessary for a fair presentation of our financial position and results of operations. The operating results for the three and nine months ended June 30, 2024 are not necessarily indicative of the results expected for the full fiscal year ending September 30, 2024.
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company, as well as those of its wholly owned subsidiaries. All significant intercompany transactions and balances are eliminated in consolidation.
Key Financial Metrics
In evaluating our financial condition and operating performance, we focus on revenue, operating margins, and cash flow from operations.
For the three months ended June 30, 2024 as compared to the three months ended June 30, 2023:
- Total revenue increased by $8.8 million, or 14.4%, to $70.5 million from $61.7 million.
- Operating margin decreased 489.3 percentage points to negative 503.1% from negative 13.8%.
- Cash provided by operating activities was $12.9 million, a net change of $21.0 million from cash used in operating activities of $8.2 million.
For the nine months ended June 30, 2024 as compared to the nine months ended June 30, 2023:
- Total revenue increased by $63.0 million, or 29.5%, to $276.7 million from $213.7 million.
- Operating margin decreased 188.0 percentage points to negative 202.6% from negative 14.6%.
- Cash provided by operating activities was $11.1 million, a net change of $14.9 million from cash used in operating activities of $3.8 million.
Operating Results
The following table shows the Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2024 and 2023 (dollars in thousands):
| Revenue: | Three Months Ended June 30, 2024 | 2023 | Nine Months Ended June 30, 2024 | 2023 |
|---|---|---|---|---|
| License | $43,055 | $25,837 | $99,405 | $102,054 |
| Connected services | 10,939 | 18,583 | 121,356 | 55,903 |
| Professional services | 16,545 | 17,240 | 55,938 | 55,754 |
| Total revenues | 70,539 | 61,660 | 276,699 | 213,711 |
| Cost of revenue: | ||||
| License | 1,795 | 2,343 | 4,803 | 6,166 |
| Connected services | 5,718 | 5,562 | 18,380 | 18,218 |
| Professional services | 12,592 | 12,930 | 44,036 | 47,441 |
| Amortization of intangible assets | — | 103 | 103 | 310 |
| Total cost of revenues | 20,105 | 20,938 | 67,322 | 72,135 |
| Gross profit | 50,434 | 40,722 | 209,377 | 141,576 |
| Operating expenses: | ||||
| Research and development | 31,184 | 30,202 | 96,336 | 88,190 |
| Sales and marketing | 5,208 | 4,277 | 16,898 | 21,656 |
| General and administrative | 9,831 | 13,019 | 39,283 | 46,453 |
| Amortization of intangible assets | 550 | 553 | 1,650 | 5,297 |
| Restructuring and other costs, net | 1,490 | 1,172 | 6,746 | 11,075 |
| Goodwill impairment | 357,076 | — | 609,172 | — |
| Total operating expenses | 405,339 | 49,223 | 770,085 | 172,671 |
| Loss from operations | (354,905) | (8,501) | (560,708) | (31,095) |
| Interest income | 1,287 | 1,207 | 3,909 | 3,240 |
| Interest expense | (3,104) | (4,120) | (9,451) | (11,637) |
| Other income (expense), net | 626 | (2,030) | 2,023 | 2,757 |
| Loss before income taxes | (356,096) | (13,444) | (564,227) | (36,735) |
| (Benefit from) provision for income taxes | (42,553) | 3,011 | 3,435 | 7,967 |
| Net loss | $(313,543) | $(16,455) | $(567,662) | $(44,702) |
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Our revenue consists primarily of license revenue, connected services revenue and revenue from professional services. License revenue primarily consists of license royalties associated with our edge software components. Our edge software components are typically sold under a traditional per unit perpetual software license model, in which a per unit fee is charged for each software instance installed on an automotive head unit. Our contracts contain variable, fixed prepaid or fixed minimum purchase commitment components. Revenue is recognized and cash is collected for variable contracts over the license distribution period. The fixed contracts typically provide the customer with a price discount and can include the conversion of a variable contract that is already in our variable backlog. Revenue for fixed contracts is recognized when the software is made available to the customer, which has typically occurred at the time the contract is signed. Cash is typically expected to be collected for a fixed prepaid deal at the inception of the contract. Cash is expected to be collected for a fixed minimum commitment deal over the license distribution period. Going forward, we will continue to assess the levels of fixed license contracts and make adjustments, as necessary. See Note 3 to the accompanying unaudited condensed consolidated financial statements for further discussion of our revenue, deferred revenue performance obligations and the timing of revenue recognition. Costs of license revenue primarily consists of third-party royalty expenses for certain external technologies we leverage and costs associated with our Cerence Link product.
Connected services revenue primarily represents the subscription fee that provides access to our connected services components, including the customization and construction of our connected services solutions. We also derive revenue within our connected services business from usage contracts and there can be instances where a customer purchases a software license that allows them to take possession of the software to enable hosting by the customer or a third-party. Subscription and usage contracts typically have a term of one to five years. Subscription revenue is recognized over the subscription period and cash is expected to be collected at the start of the subscription period. Usage based revenue is recognized and cash is collected as the service is used. If the customer takes possession of the software to have it hosted by the customer or a third-party, revenue is recognized, and cash is collected at the time the license is delivered. On October 31, 2023, we entered into an early termination agreement relating to a legacy contract acquired by Nuance through a 2013 acquisition. Previously, the term of the contract ended on December 31, 2025, whereas the agreement signed on October 31, 2023 updated the termination date to December 31, 2023. The effect of this change was to accelerate $67.8 million of deferred revenue into the first quarter of fiscal year 2024. There is no cash flow associated with this legacy contract. We provided services to a separate customer, who in turn provided services to our legacy customer. This separate customer terminated services on October 31, 2023. There is no cash flow associated with this contract. The effect of this termination was to accelerate $9.9 million of deferred revenue into the first quarter of fiscal year 2024. See Note 3 to the accompanying unaudited condensed consolidated financial statements for further discussion of our revenue, deferred revenue performance obligations and the timing of revenue recognition. Cost of connected service revenue primarily consists of labor costs of software delivery services, infrastructure, and communications fees that support our connected services solutions.
Professional services revenue is primarily comprised of porting, integrating, and customizing our embedded solutions, with costs primarily consisting of compensation for services personnel, contractors and overhead.
Our operating expenses include R&D, sales and marketing and general and administrative expenses. R&D expenses primarily consist of salaries, benefits, and overhead relating to research and engineering staff. Sales and marketing expenses includes salaries, benefits, and commissions related to our sales, product marketing, product management, and business unit management teams. General and administrative expenses primarily consist of personnel costs for administration, finance, human resources, general management, fees for external professional advisers including accountants and attorneys, and provisions for credit losses.
Amortization of acquired patents and core technology are included within cost of revenues whereas the amortization of other intangible assets, such as acquired customer relationships, trade names and trademarks, are included within operating expenses. Customer relationships are amortized over their estimated economic lives based on the pattern of economic benefits expected to be generated from the use of the asset. Other identifiable intangible assets are amortized on a straight-line basis over their estimated useful lives.
Restructuring and other costs, net include restructuring expenses as well as other charges that are unusual in nature, are the result of unplanned events, and arise outside the ordinary course of our business.
Total other expense, net consists primarily of foreign exchange gains (losses), interest income and interest expense related to the Notes and Senior Credit Facilities.
We expect our revenue to continue to be impacted by the changing dynamics in the global automotive industry which have resulted in production delays and slowdowns. Macroeconomic conditions such as high interest rates and lack of credit availability have contributed to these production delays and slowdowns. In addition, the software and technology systems in automobiles have become increasingly complex, leading to substantial challenges and delays in production for some of our customers. Our business in adjacent markets, such as two-wheeled vehicles, trucks and AIoT, is also developing slower than anticipated due to the challenges of introducing different technology into a new market. In light of these challenges, we intend to focus on our cost structure and expect to take future cost reduction actions, which may result in additional restructuring costs and impairment charges. In particular, in August 2024, we announced a restructuring plan intended to reduce operating expenses and position us for profitable future growth (the “Plan”). We estimate that we will incur cash restructuring charges of approximately $18 to $22 million in connection with the Plan, consisting of severance payments, payments in lieu of notice, employee benefits and related costs. We expect to incur the majority of these expenses in the fourth quarter of fiscal year 2024 and first quarter of fiscal year 2025 and the implementation of the Plan will be substantially complete by the end of the first quarter of fiscal year 2025. Potential position eliminations are subject to legal requirements that vary by jurisdiction, which may extend this process beyond the first quarter of fiscal year 2025 in certain cases. The charges that we expect to incur are subject to a number of assumptions, including legal requirements in various jurisdictions, and actual expenses and charges may differ materially from the estimates disclosed above. For additional details, refer to the section titled “Risk Factors”.
Three Months Ended June 30, 2024 Compared with Three Months Ended June 30, 2023
Total Revenues
The following table shows total revenues by product type, including the corresponding percentage change, for the three months ended June 30, 2024 and 2023 (dollars in thousands):
| Three Months Ended June 30, 2024 | % of Total | 2023 | % of Total | % Change 2024 vs. 2023 | |
|---|---|---|---|---|---|
| License | $43,055 | 61.0% | $25,837 | 41.9% | 66.6% |
| Connected services | 10,939 | 15.5% | 18,583 | 30.1% | (41.1)% |
| Professional services | 16,545 | 23.5% | 17,240 | 28.0% | (4.0)% |
| Total revenues | $70,539 | $61,660 | 14.4% |
Total revenues for the three months ended June 30, 2024 were $70.5 million, an increase of $8.8 million, or 14.4%, from $61.7 million for the three months ended June 30, 2023. The increase in revenues was driven by license revenue. The increase was partly offset by decreases in connected service and professional service revenues.
License Revenue
License revenue for the three months ended June 30, 2024 was $43.1 million, an increase of $17.3 million, or 66.6%, from $25.8 million for the three months ended June 30, 2023. The increase in license revenue was driven by a $20.0 million increase in fixed contracts. The increase was partially offset by a $2.9 million decrease in variable license revenue due to lower volume of licensing royalties. As a percentage of total revenues, license revenue increased 19.1 percentage points from 41.9% for the three months ended June 30, 2023 to 61.0% for the three months ended June 30, 2024.
Connected Services Revenue
Connected services revenue for the three months ended June 30, 2024 was $10.9 million, a decrease of $7.7 million, or 41.1%, from $18.6 million for the three months ended June 30, 2023. This decrease was driven by a $8.4 million decrease related to the early termination of a legacy contract acquired by Nuance through a 2013 acquisition. The decrease was partially offset by a $0.7 million increase in demand for our connected services solutions from new connected business. As a percentage of total revenues, connected services revenue decreased by 14.6 percentage points from 30.1% for the three months ended June 30, 2023 to 15.5% for the three months ended June 30, 2024.
Professional Services Revenue
Professional service revenue for the three months ended June 30, 2024 was $16.5 million, a decrease of $0.7 million, or 4.0%, from $17.2 million for the three months ended June 30, 2023. This decrease was driven by the composition of our arrangements and the related timing of fulfilling performance obligations under the contracts. As a percentage of total revenues, professional services revenue decreased by 4.5 percentage points from 28.0% for the three months ended June 30, 2023 to 23.5% for the three months ended June 30, 2024.
Nine Months Ended June 30, 2024 Compared with Nine Months Ended June 30, 2023
Total Revenues
The following table shows total revenues by product type, including the corresponding percentage change, for the nine months ended June 30, 2024 and 2023 (dollars in thousands):
| Nine Months Ended June 30, 2024 | % of Total | 2023 | % of Total | % Change 2024 vs. 2023 | |
|---|---|---|---|---|---|
| License | $99,405 | 35.9% | $102,054 | 47.8% | (2.6)% |
| Connected services | 121,356 | 43.9% | 55,903 | 26.2% | 117.1% |
| Professional services | 55,938 | 20.2% | 55,754 | 26.0% | 0.3% |
| Total revenues | $276,699 | $213,711 | 29.5% |
Total revenues for the nine months ended June 30, 2024 were $276.7 million, an increase of $63.0 million, or 29.5%, from $213.7 million for the nine months ended June 30, 2023. The increase in revenues was driven by connected services revenue due to the early termination of a legacy contract acquired by Nuance through a 2013 acquisition and the termination of services provided to a separate customer, who in turn provided services to our legacy customer. The increase was partially offset by decreases in license revenue primarily related to fixed contracts.
License Revenue
License revenue for the nine months ended June 30, 2024 was $99.4 million, a decrease of $2.7 million, or 2.6%, from $102.1 million for the nine months ended June 30, 2023. The decrease in license revenue was driven by a $9.6 million decrease in variable license revenue due to lower volume of licensing royalties. The decrease was partially offset by a $7.8 million increase in fixed contracts. As a percentage of total revenues, license revenue decreased 11.9 percentage points from 47.8% for the nine months ended June 30, 2023 to 35.9% for the nine months ended June 30, 2024.
Connected Services Revenue
Connected services revenue for the nine months ended June 30, 2024 was $121.4 million, an increase of $65.5 million, or 117.1%, from $55.9 million for the nine months ended June 30, 2023. This increase was primarily driven by the early termination of a legacy contract acquired by Nuance through a 2013 acquisition and the termination of services provided to a separate customer, who in turn provided services to our legacy customer. The effect of these changes was an acceleration of $67.8 million and $9.9 million of deferred revenue, respectively, into the first quarter of fiscal year 2024. As a percentage of total revenues, connected services revenue increased by 17.7 percentage points from 26.2% for the nine months ended June 30, 2023 to 43.9% for the nine months ended June 30, 2024.
Professional Services Revenue
Professional service revenue for the nine months ended June 30, 2024 was $55.9 million, an increase of $0.1 million, or 0.3%, from $55.8 million for the nine months ended June 30, 2023. This increase was primarily driven by the structure of our arrangements and the related timing of fulfilling performance obligations under the contracts. As a percentage of total revenues, professional services revenue decreased by 5.8 percentage points from 26.0% for the nine months ended June 30, 2023 to 20.2% for the nine months ended June 30, 2024.
Three Months Ended June 30, 2024 Compared with Three Months Ended June 30, 2023
Total Cost of Revenues and Gross Profits
The following table shows total cost of revenues by product type and the corresponding percentage change (dollars in thousands):
| Three Months Ended June 30, 2024 | 2023 | % Change 2024 vs. 2023 | |
|---|---|---|---|
| License | $1,795 | $2,343 | (23.4)% |
| Connected services | 5,718 | 5,562 | 2.8% |
| Professional services | 12,592 | 12,930 | (2.6)% |
| Amortization of intangibles | - | 103 | (100.0)% |
| Total cost of revenues | $20,105 | $20,938 | (4.0)% |
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The following table shows total gross profit by product type and the corresponding percentage change (dollars in thousands):
| Three Months Ended June 30, 2024 | 2023 | % Change 2024 vs. 2023 | |
|---|---|---|---|
| License | $41,260 | $23,494 | 75.6% |
| Connected services | 5,221 | 13,021 | (59.9)% |
| Professional services | 3,953 | 4,310 | (8.3)% |
| Amortization of intangibles | — | (103) | 100.0% |
| Total gross profit | $50,434 | $40,722 | 23.8% |
Total cost of revenues for the three months ended June 30, 2024 were $20.1 million, a decrease of $0.8 million, or 4.0%, from $20.9 million for the three months ended June 30, 2023.
We experienced an increase in total gross profit of $9.7 million, or 23.8%, from $40.7 million for the three months ended June 30, 2023 to $50.4 million for the three months ended June 30, 2024. The increase was primarily driven by the increase in license revenues due to higher volume of fixed contracts.
Cost of license revenue for the three months ended June 30, 2024 was $1.8 million, a decrease of $0.5 million, or 23.4%, from $2.3 million for the three months ended June 30, 2023. Cost of license revenues decreased primarily due to costs associated with our Cerence Link product. As a percentage of total cost of revenues, cost of license revenue decreased by 2.3 percentage points from 11.2% for the three months ended June 30, 2023 to 8.9% for the three months ended June 30, 2024.
License gross profit increased by $17.8 million, or 75.6%, for the three months ended June 30, 2024 when compared to the three months ended June 30, 2023, primarily due to increases in license revenues.
Cost of Connected Services Revenue
Cost of connected services revenue for the three months ended June 30, 2024 was $5.7 million, an increase of $0.1 million, or 2.8%, from $5.6 million for the three months ended June 30, 2023. Cost of connected services revenue increased primarily due to a $0.3 million increase in our cloud infrastructure costs and $0.1 million increase in stock-based compensation costs. The increase was partially offset by a $0.4 million decrease in amortization of costs previously deferred. As a percentage of total cost of revenues, cost of connected services revenue increased by 1.8 percentage points from 26.6% for the three months ended June 30, 2023 to 28.4% for the three months ended June 30, 2024.
Connected services gross profit decreased $7.8 million, or 59.9%, from $13.0 million for the three months ended June 30, 2023 to $5.2 million for the three months ended June 30, 2024, primarily due to declines in connected services revenues.
Cost of Professional Services Revenue
Cost of professional services revenue for the three months ended June 30, 2024 was $12.6 million, a decrease of $0.3 million, or 2.6%, from $12.9 million for the three months ended June 30, 2023. Cost of professional services revenue decreased primarily due to a $1.2 million decrease in internal allocated labor. The decrease was partially offset by a $0.4 million increase in salary-related expenditures and a $0.4 million increase in stock-based compensation costs. As a percentage of total cost of revenues, cost of professional services revenue increased by 0.8 percentage points from 61.8% for the three months ended June 30, 2023 to 62.6% for the three months ended June 30, 2024.
Professional services gross profit decreased $0.3 million, or 8.3%, from $4.3 million for the three months ended June 30, 2023 to $4.0 million for the three months ended June 30, 2024, which was primarily due to the composition of our professional service arrangements.
Nine Months Ended June 30, 2024 Compared with Nine Months Ended June 30, 2023
Total Cost of Revenues and Gross Profits
The following table shows total cost of revenues by product type and the corresponding percentage change (dollars in thousands):
| Nine Months Ended June 30, 2024 | 2023 | % Change 2024 vs. 2023 | |
|---|---|---|---|
| License | $4,803 | $6,166 | (22.1)% |
| Connected services | 18,380 | 18,218 | 0.9% |
| Professional services | 44,036 | 47,441 | (7.2)% |
| Amortization of intangibles | 103 | 310 | (66.8)% |
| Total cost of revenues | $67,322 | $72,135 | (6.7)% |
The following table shows total gross profit by product type and the corresponding percentage change (dollars in thousands):
| Nine Months Ended June 30, 2024 | 2023 | % Change 2024 vs. 2023 | |
|---|---|---|---|
| License | $94,602 | $95,888 | (1.3)% |
| Connected services | 102,976 | 37,685 | 173.3% |
| Professional services | 11,902 | 8,313 | 43.2% |
| Amortization of intangibles | (103) | (310) | 66.8% |
| Total gross profit | $209,377 | $141,576 | 47.9% |
Total cost of revenues for the nine months ended June 30, 2024 were $67.3 million, a decrease of $4.8 million, or 6.7%, from $72.1 million for the nine months ended June 30, 2023.
We experienced an increase in total gross profit of $67.8 million, or 47.9%, from $141.6 million for the nine months ended June 30, 2023 to $209.4 million for the nine months ended June 30, 2024. The increase was primarily driven by the increase in connected service revenue due to the early termination of a legacy contract acquired by Nuance through a 2013 acquisition and the termination of services provided to a separate customer, who in turn provided services to our legacy customer.
Cost of License Revenue
Cost of license revenue for the nine months ended June 30, 2024 was $4.8 million, a decrease of $1.4 million, or 22.1%, from $6.2 million for the nine months ended June 30, 2023. Cost of license revenues decreased primarily due to costs associated with our Cerence Link product. As a percentage of total cost of revenues, cost of license revenue decreased by 1.4 percentage points from 8.5% for the nine months ended June 30, 2023 to 7.1% for the nine months ended June 30, 2024.
License gross profit decreased by $1.3 million, or 1.3%, for the nine months ended June 30, 2024 when compared to the nine months ended June 30, 2023, primarily due to declines in license revenues.
Cost of Connected Services Revenue
Cost of connected services revenue for the nine months ended June 30, 2024 was $18.4 million, an increase of $0.2 million, or 0.9%, from $18.2 million for the nine months ended June 30, 2023. Cost of connected services revenue increased primarily due to a $0.7 million increase in our cloud infrastructure costs and a $0.5 million increase in internally allocated labor costs. The increase was partially offset by a $0.6 million decrease in salary-related expenditures. As a percentage of total cost of revenues, cost of connected service revenue increased by 2.0 percentage points from 25.3% for the nine months ended June 30, 2023 to 27.3% for the nine months ended June 30, 2024.
Connected services gross profit increased $65.3 million, or 173.3%, from $37.7 million for the nine months ended June 30, 2023 to $103.0 million for the nine months ended June 30, 2024, primarily due to the increase in connected service revenue due to the early termination of a legacy contract acquired by Nuance through a 2013 acquisition and the termination of services provided to a separate customer, who in turn provided services to our legacy customer.
Cost of Professional Services Revenue
Cost of professional services revenue for the nine months ended June 30, 2024 was $44.0 million, a decrease of $3.4 million, or 7.2%, from $47.4 million for the nine months ended June 30, 2023. Cost of professional services revenue decreased primarily due to a $3.1 million decrease in salary-related expenditures, a $0.8 million decrease in amortization of costs previously deferred, a $0.6 million decrease in stock-based compensation costs, and a $0.2 million decrease in hardware costs. The decrease was partially offset by a $1.6 million increase in third-party contractor costs. As a percentage of total cost of revenues, cost of professional services revenue decreased by 0.4 percentage points from 65.8% for the nine months ended June 30, 2023 to 65.4% for the nine months ended June 30, 2024.
Professional services gross profit increased $3.6 million, or 43.2%, from $8.3 million for the nine months ended June 30, 2023 to $11.9 million for the nine months ended June 30, 2024, which was primarily due to the composition of our professional service arrangements.
Operating Expenses
The tables below show each component of operating expense. Total other expense, net and (benefit from) provision for income taxes are non-operating expenses and presented in a similar format (dollars in thousands).
R&D Expenses
Three Months Ended June 30, 2024 Compared with Three Months Ended June 30, 2023
| Three Months Ended June 30, 2024 | 2023 | % Change 2024 vs. 2023 | |
|---|---|---|---|
| Research and development | $31,184 | $30,202 | 3.3% |
Historically, R&D expenses are our largest operating expense as we continue to build on our existing software platforms and develop new technologies. R&D expenses for the three months ended June 30, 2024 were $31.2 million, an increase of $1.0 million, or 3.3%, from $30.2 million for the three months ended June 30, 2023. The increase was primarily attributable to a $1.1 million increase in internally allocated labor. As a percentage of total operating expenses, R&D expenses decreased by 53.7 percentage points from 61.4% for the three months ended June 30, 2023 to 7.7% for the three months ended June 30, 2024.
Nine Months Ended June 30, 2024 Compared with Nine Months Ended June 30, 2023
| Nine Months Ended June 30, 2024 | 2023 | % Change 2024 vs. 2023 | |
|---|---|---|---|
| Research and development | $96,336 | $88,190 | 9.2% |
Historically, R&D expenses are our largest operating expense as we continue to build on our existing software platforms and develop new technologies. R&D expenses for the nine months ended June 30, 2024 were $96.3 million, an increase of $8.1 million, or 9.2%, from $88.2 million for the nine months ended June 30, 2023. The increase was primarily attributable to a $6.0 million increase in salary-related expenditures, a $4.4 million increase in third-party contractor costs, a $1.4 million decrease in internally allocated labor, and a $1.3 million decrease in capitalized costs associated with internally developed software. The increase was partially offset by a $2.3 million decrease in stock-based compensation expense. As a percentage of total operating expenses, R&D expenses decreased by 38.6 percentage points from 51.1% for the nine months ended June 30, 2023 to 12.5% for the nine months ended June 30, 2024.
Sales & Marketing Expenses
Three Months Ended June 30, 2024 Compared with Three Months Ended June 30, 2023
| Three Months Ended June 30, 2024 | 2023 | % Change 2024 vs. 2023 | |
|---|---|---|---|
| Sales and marketing | $5,208 | $4,277 | 21.8% |
Sales and marketing expenses for the three months ended June 30, 2024 were $5.2 million, an increase of $0.9 million, or 21.8%, from $4.3 million for the three months ended June 30, 2023. The increase in sales and marketing expenses was primarily attributable to a $1.0 million increase in stock-based compensation costs, $0.4 million increase in salary-related expenditures, and a $0.2 million increase in commissions expenditures. The increase was partially offset by a $0.3 million decrease in professional services. As a percentage of total operating expenses, sales and marketing expenses decreased by 7.4 percentage points from 8.7% for the three months ended June 30, 2023 to 1.3% for the three months ended June 30, 2024.
Nine Months Ended June 30, 2024 Compared with Nine Months Ended June 30, 2023
| Nine Months Ended June 30, 2024 | 2023 | % Change 2024 vs. 2023 | |
|---|---|---|---|
| Sales and marketing | $16,898 | $21,656 | (22.0)% |
35
Sales and marketing expenses for the nine months ended June 30, 2024 were $16.9 million, a decrease of $4.8 million, or 22.0%, from $21.7 million for the nine months ended June 30, 2023. The decrease in sales and marketing expenses was primarily attributable to a $2.7 million decrease in salary-related expenditures, a $1.1 million decrease in stock-based compensation costs, and a $0.8 million decrease in professional services. As a percentage of total operating expenses, sales and marketing expenses decreased by 10.3 percentage points from 12.5% for the nine months ended June 30, 2023 to 2.2% for the nine months ended June 30, 2024.
General & Administrative Expenses
Three Months Ended June 30, 2024 Compared with Three Months Ended June 30, 2023
| Three Months Ended June 30, 2024 | 2023 | % Change 2024 vs. 2023 | |
|---|---|---|---|
| General and administrative | $9,831 | $13,019 | (24.5)% |
General and administrative expenses for the three months ended June 30, 2024 were $9.8 million, a decrease of $3.2 million, or 24.5%, from $13.0 million for the three months ended June 30, 2023. The decrease in general and administrative expenses was primarily attributable to a $2.4 million credit loss recovery relating to one international electric vehicle maker and a $2.1 million decrease in stock-based compensation costs. The decrease was partially offset by a $0.5 million increase in professional fees, a $0.4 million increase in salary-related expenditures, and a $0.4 million increase in hardware and software expenditures. As a percentage of total operating expenses, general and administrative expenses decreased by 24.0 percentage points from 26.4% for the three months ended June 30, 2023 to 2.4% for the three months ended June 30, 2024.
Nine Months Ended June 30, 2024 Compared with Nine Months Ended June 30, 2023
| Nine Months Ended June 30, 2024 | 2023 | % Change 2024 vs. 2023 | |
|---|---|---|---|
| General and administrative | $39,283 | $46,453 | (15.4)% |
General and administrative expenses for the nine months ended June 30, 2024 were $39.3 million, a decrease of $7.2 million, or 15.4%, from $46.5 million for the nine months ended June 30, 2023. The decrease in general and administrative expenses was primarily attributable to a $8.3 million decrease in stock-based compensation costs. The decrease was partially offset by a $0.5 million increase in professional fees, a $0.4 million increase in cloud infrastructure costs, a $0.4 million increase in hardware and software expenditures, and a $0.3 million increase in salary-related expenditures. As a percentage of total operating expenses, general and administrative expenses decreased by 21.8 percentage points from 26.9% for the nine months ended June 30, 2023 to 5.1% for the nine months ended June 30, 2024.
Amortization of Intangible Assets
Three Months Ended June 30, 2024 Compared with Three Months Ended June 30, 2023
| Three Months Ended June 30, 2024 | 2023 | % Change 2024 vs. 2023 | |
|---|---|---|---|
| Cost of revenues | $— | $103 | (100.0)% |
| Operating expense | 550 | 553 | (0.5)% |
| Total amortization | $550 | $656 | (16.2)% |
Intangible asset amortization for the three months ended June 30, 2024 was $0.6 million, a decrease of $0.1 million, or 16.2%, from $0.7 million for the three months ended June 30, 2023. The decrease in amortization relates to certain intangible assets having been fully amortized during fiscal year 2024 and 2023. Amortization expense for acquired technology and patents is included in the cost of revenues in the accompanying Condensed Consolidated Statements of Operations. Amortization expense for customer relationships is included in operating expenses in the accompanying Condensed Consolidated Statements of Operations.
As a percentage of total cost of revenues, intangible asset amortization within cost of revenues decreased by 0.5 percentage points from 0.5% for the three months ended June 30, 2023 to 0.0% for the three months ended June 30, 2024. As a percentage of total operating expenses, intangible asset amortization expenses within operating expenses decreased by 1.0 percentage point from 1.1% for the nine months ended June 30, 2023 as compared to 0.1% for the nine months ended June 30, 2024.
Nine Months Ended June 30, 2024 Compared with Nine Months Ended June 30, 2023
| Nine Months Ended June 30, 2024 | 2023 | % Change 2024 vs. 2023 | |
|---|---|---|---|
| Cost of revenues | $103 | $310 | (66.8)% |
| Operating expense | 1,650 | 5,297 | (68.9)% |
| Total amortization | $1,753 | $5,607 | (68.7)% |
Intangible asset amortization for the nine months ended June 30, 2024 was $1.8 million, a decrease of $3.8 million, or 68.7%, from $5.6 million for the nine months ended June 30, 2023. The decrease in amortization relates to certain intangible assets having been fully amortized during fiscal year 2024 and 2023. Amortization expense for acquired technology and patents is included in the cost of revenues in the accompanying Condensed Consolidated Statements of Operations. Amortization expense for customer relationships is included in operating expenses in the accompanying Condensed Consolidated Statements of Operations.
As a percentage of total cost of revenues, intangible asset amortization within cost of revenues decreased by 0.2 percentage points from 0.4% for the nine months ended June 30, 2023 to 0.2% for the nine months ended June 30, 2024. As a percentage of total operating expenses, intangible asset amortization expenses within operating expenses decreased by 2.9 percentage points from 3.1% for the nine months ended June 30, 2023 as compared to 0.2% for the nine months ended June 30, 2024.
Other Components of Operating Expense
Three Months Ended June 30, 2024 Compared with Three Months Ended June 30, 2023
| Three Months Ended June 30, 2024 | 2023 | % Change 2024 vs. 2023 | |
|---|---|---|---|
| Restructuring and other costs, net | $1,490 | $1,172 | 27.1% |
| Goodwill impairment | $357,076 | $- | 100.0% |
Fiscal Year 2024
For the three months ended June 30, 2024, we recorded restructuring and other costs, net of $1.5 million, which included $1.4 million of consulting costs relating to our transformation initiatives. We are focused on pursuing actions intended to position the Company to deliver on our generative AI and large language model product roadmap and also deliver improved financial results which include process optimization efforts and cost reductions. We also incurred a $0.4 million severance charge related to the elimination of personnel and a $0.3 million credit resulting from the closure of facilities that will no longer be utilized. During the remainder of fiscal year 2024, we expect additional personnel-related restructuring costs in connection with the Plan as we better align our cost structure with current levels of revenue.
Goodwill impairment for the three months ended June 30, 2024 was $357.1 million. At June 30, 2024, we concluded indicators of impairment were present due to the current macroeconomic conditions, including declines in our stock price. The fair value of our reporting unit was determined using a combination of the income approach and the market approach. We weighted the methodologies appropriately to estimate a fair value of approximately $154.2 million as of June 30, 2024. The carrying value of our reporting unit exceeded the estimated fair value. Based upon the results of the impairment test, we recorded a goodwill impairment charge of $357.1 million.
Whenever events or changes in circumstances indicate that the carrying value may not be recoverable, we will be required to assess the potential impairment of goodwill and other intangible assets. Examples of factors that could trigger an impairment of such assets include, but are not limited to, our market capitalization declining to below net book value, declines in our stock price for sustained periods of time and negative industry or economic trends. Future adverse changes in these or other unforeseeable factors could result in additional impairment charges that would impact our results of operations and financial position in the reporting period identified.
Fiscal Year 2023
For the three months ended June 30, 2023, we recorded restructuring and other costs, net of $1.2 million, which included a $1.0 million severance charge related to the elimination of personnel, and $3.5 million of third-party fees relating to the modification of the 2025 Notes, offset by a $3.3 million other one-time gain.
As a percentage of total operating expenses, restructuring and other costs, net decreased by 2.0 percentage points from 2.4% for the three months ended June 30, 2023 to 0.4% for the three months ended June 30, 2024.
Nine Months Ended June 30, 2024 Compared with Nine Months Ended June 30, 2023
| Nine Months Ended June 30, 2024 | 2023 | % Change 2024 vs. 2023 | |
|---|---|---|---|
| Restructuring and other costs, net | $6,746 | $11,075 | (39.1)% |
| Goodwill impairment | $609,172 | $- | 100.0% |
Fiscal Year 2024
For the nine months ended June 30, 2024, we recorded restructuring and other costs, net of $6.7 million, which included a $4.9 million severance charge related to the elimination of personnel and $1.8 million other one-time charges, which included a $1.4 million of consulting costs relating to our transformation initiatives. We are focused on pursuing actions intended to position the Company to deliver on our generative AI and large language model product roadmap and also deliver improved financial results which include process optimization efforts and cost reductions. During the remainder of fiscal year 2024, we expect additional personnel-related restructuring costs in connection with the Plan as we better align our cost structure with current levels of revenue.
Goodwill impairment for the nine months ended June 30, 2024 was $609.2 million. At June 30, 2024, we concluded indicators of impairment were present due to the current macroeconomic conditions, including declines in our stock price. The fair value of our reporting unit was determined using a combination of the income approach and the market approach. We weighted the methodologies appropriately to estimate a fair value of approximately $154.2 million as of June 30, 2024. The carrying value of our reporting unit exceeded the estimated fair value. Based upon the results of the impairment test, we recorded a goodwill impairment charge of $357.1 million for the three months ended June 30, 2024 in addition to the impairment charge for the three months ended March 31, 2024 of $252.1 million.
Whenever events or changes in circumstances indicate that the carrying value may not be recoverable, we will be required to assess the potential impairment of goodwill and other intangible assets. Examples of factors that could trigger an impairment of such assets include, but are not limited to, our market capitalization declining to below net book value, declines in our stock price for sustained periods of time and negative industry or economic trends. Future adverse changes in these or other unforeseeable factors could result in additional impairment charges that would impact our results of operations and financial position in the reporting period identified.
Fiscal Year 2023
For the nine months ended June 30, 2023, we recorded restructuring and other costs, net of $11.1 million, which included a $7.4 million severance charge related to the elimination of personnel, $3.5 million of third-party fees relating to the modification of the 2025 Notes, a $0.3 million charge resulting from the closure of facilities that will no longer be utilized, offset by a $3.3 million other one-time gain.
As a percentage of total operating expenses, restructuring and other costs, net decreased by 5.5 percentage points from 6.4% for the nine months ended June 30, 2023 to 0.9% for the nine months ended June 30, 2024.
Total Other Expense, Net
Three Months Ended June 30, 2024 Compared with Three Months Ended June 30, 2023
| Three Months Ended June 30, 2024 | 2023 | % Change 2024 vs. 2023 | |
|---|---|---|---|
| Interest income | $1,287 | $1,207 | 6.6% |
| Interest expense | (3,104) | (4,120) | (24.7)% |
| Other income (expense), net | 626 | (2,030) | (130.8)% |
| Total other expense, net | $(1,191) | $(4,943) | (75.9)% |
Total other expense, net for the three months ended June 30, 2024 was expense of $1.2 million, a change of $3.7 million from $4.9 million of expense for the three months ended June 30, 2023. The decrease in interest expense was primarily attributable to a lower applicable interest rate on our Notes. The change in Other income (expense), net was primarily driven by foreign exchange gains. For further information, see “Liquidity and Capital Resources” below.
Nine Months Ended June 30, 2024 Compared with Nine Months Ended June 30, 2023
| Nine Months Ended June 30, 2024 | 2023 | % Change 2024 vs. 2023 | |
|---|---|---|---|
| Interest income | $3,909 | $3,240 | 20.6% |
| Interest expense | (9,451) | (11,637) | (18.8)% |
| Other income, net | 2,023 | 2,757 | (26.6)% |
| Total other expense, net | $(3,519) | $(5,640) | (37.6)% |
Total other expense, net for the nine months ended June 30, 2024 was expense of $3.5 million, a change of $2.1 million from $5.6 million of expense for the nine months ended June 30, 2023. The increase in interest income was primarily attributable to returns on investments. The decrease in interest expense was primarily attributable to a lower applicable interest rate on our Notes. The change in Other income, net was primarily driven by foreign exchange gains, see “Liquidity and Capital Resources” below.
(Benefit From) Provision For Income Taxes
Three Months Ended June 30, 2024 Compared with Three Months Ended June 30, 2023
| Three Months Ended June 30, 2024 | 2023 | % Change 2024 vs. 2023 | |
|---|---|---|---|
| (Benefit from) provision for income taxes | $(42,553) | $3,011 | (1513.3)% |
| Effective income tax rate % | 11.9% | (22.4)% |
Our effective income tax rate for the three months ended June 30, 2024 was 11.9%, compared to negative 22.4% for the three months ended June 30, 2023. Our benefit from income taxes for the three months ended June 30, 2024 was $42.6 million, a net change of $45.6 million from a provision for income taxes of $3.0 million for the three months ended June 30, 2023. This difference was attributable to the impairment of book goodwill and a change from estimating interim period taxes on the annual method to the year-to-date method. Our provision for income taxes during interim reporting periods has historically been calculated by applying an estimate of the annual effective tax rate for the full year to ordinary pre-tax income (loss), excluding unusual or infrequently occurring discrete items, for the reporting period. As small changes in the estimated ordinary income (loss) may result in a significant change in the estimated annual effective tax rate, we computed our provision based on the actual effective tax rate for the three and nine months ended June 30, 2024.
Nine Months Ended June 30, 2024 Compared with Nine Months Ended June 30, 2023
| Nine Months Ended June 30, 2024 | 2023 | % Change 2024 vs. 2023 | |
|---|---|---|---|
| Provision for income taxes | $3,435 | $7,967 | (56.9)% |
| Effective income tax rate% | (0.6)% | (21.7)% |
Our effective income tax rate for the nine months ended June 30, 2024 was negative 0.6%, compared to negative 21.7% for the nine months ended June 30, 2023. Our provision for income taxes for the nine months ended June 30, 2024 was $3.4 million, a net change of $4.6 million from a provision for income taxes of $8.0 million for the nine months ended June 30, 2023. This difference was attributable to the impairment of book goodwill and the change in income tax expense related to foreign valuation allowance.
Liquidity and Capital Resources
Financial Condition
As of June 30, 2024, we had $126.3 million in cash, cash equivalents, and marketable securities. Cash equivalents include highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less. Marketable securities include commercial paper, corporate bonds, and government securities. As of June 30, 2024, our net working capital, excluding deferred revenue and deferred costs, was $94.5 million. This balance is representative of the short-term net cash inflows based on the working capital at that date.
Sources and Material Cash Requirements
Our principal sources of liquidity are our cash, cash equivalents, and marketable securities, as well as the cash flows we generate from our operations. The primary uses of cash include costs of revenues, funding of R&D activities, capital expenditures and debt obligations.
Our ability to fund future operating needs will depend on our ability to generate positive cash flows from operations and finance additional funding in the capital and debt markets as needed. Based on our expectations to generate positive cash flows and the $126.3 million of cash, cash equivalents, and marketable securities as of June 30, 2024, we believe that we will be able to meet our liquidity needs over the next 12 months. Our assessment included the repayment of the $87.5 million of the 2025 Modified Notes due in the third quarter of fiscal 2025; cash will be placed in a restricted account 91 days prior to the repayment date of the $87.5 million.
The following table presents our material cash requirements for future periods (dollars in thousands):
| Material Cash Requirements Due by Period 2024 | 2025-2026 | 2027-2028 | Thereafter | Total | |
|---|---|---|---|---|---|
| 2028 Notes | $- | $- | $122,500 | $- | $122,500 |
| Cash interest payable on the 2028 Notes (a) | 463 | 3,672 | 3,220 | - | 7,355 |
| 2025 Modified Notes | - | 87,500 | 87,500 | - | 175,000 |
| Cash interest payable on the 2025 Modified Notes (a) | 992 | 4,370 | 2,300 | - | 7,662 |
| Operating leases | 1,600 | 7,230 | 3,676 | 1,270 | 13,776 |
| Operating leases under restructuring | 46 | - | - | - | 46 |
| Financing leases | 160 | 415 | - | - | 575 |
| Total material cash requirements | $3,261 | $103,187 | $219,196 | $1,270 | $326,914 |
(a) Interest per annum is due and payable semiannually and is determined based on the outstanding principal as of June 30, 2024.
Should we need to secure additional sources of liquidity, we believe that we could finance our needs through the issuance of equity securities or debt offerings. However, we cannot guarantee that we will be able to obtain financing through the issuance of equity securities or debt offerings or that, if such financing is obtained, that it will be on acceptable terms. Our ability to issue debt or enter into other financing arrangements on acceptable terms could be adversely affected if there is a material decline in the demand for our products or in the solvency of our customers or suppliers or if there are other significantly unfavorable changes in economic conditions. For instance, inflation and rising interest rates, and disruptions and instability in the banking industry have negatively impacted the global economy and created significant volatility and disruption of financial markets. An extended period of economic disruption or market volatility, could materially affect our business, results of operations, ability to meet debt covenants, access to sources of liquidity and financial condition.
1.50% Senior Convertible Notes due 2028
On June 26, 2023, we issued $190.0 million in aggregate principal amount of 2028 Notes, which are governed by the 2028 Indenture, in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. On July 3, 2023, we issued an additional $20.0 million in aggregate principal amount of 2028 Notes. The initial net proceeds from the issuance of the 2028 Notes were $193.2 million after deducting transaction costs.
The 2028 Notes are senior, unsecured obligations and accrue interest payable semiannually in arrears on January 1 and July 1 of each year at a rate of 1.50% per year. The 2028 Notes will mature on July 1, 2028, unless earlier converted, redeemed, or repurchased. The 2028 Notes are convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election.
The conversion rate is 24.5586 shares of our common stock per $1,000 principal amount of 2028 Notes (equivalent to an initial conversion price of approximately $40.72 per share of our common stock). The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest.
In connection with the offering of the 2028 Notes, we repurchased $87.5 million in aggregate principal amount of the 2025 Notes in a privately negotiated transaction. We specifically negotiated the repurchase of the 2025 Notes with investors who concurrently purchased the 2028 Notes. We evaluated the transaction to determine whether the exchange should be accounted for as a modification or extinguishment under the provisions of ASC 470-50, which allows for an exchange of debt instruments between the same debtor and creditor to be accounted for as a modification so long as the instruments do not have substantially different terms. Because the concurrent redemption of the 2025 Notes and a portion of issuance of the 2028 Notes were executed with the same investors, we evaluated the transaction as a debt modification, on a creditor by creditor basis. The repurchase of the 2025 Notes and issuance of the 2028 Notes were deemed to not have substantially different terms on the basis that (1) the present value of the cash flows under the terms of the new debt instrument were less than 10% different from the present value of the remaining cash flows under the terms of the original instrument and (2) the fair value of the conversion feature did not change by more than 10% of the carrying value of the 2025 Notes, and therefore, the repurchase of the 2025 Notes was accounted for as a debt modification.
As a result, $87.5 million of the 2028 Notes are considered a modification of the 2025 Notes and are included in the balances of the 2025 Notes along with the remaining $87.5 million of the 2025 Notes (together the "2025 Modified Notes") that were not repurchased as part of the transaction. We recorded $14.3 million of fees paid directly to the lenders as deferred debt issuance costs, and $3.8 million of fees paid to third-parties were expensed in the period. As of June 30, 2024, the carrying amount of the 2025 Modified Notes was $159.8 million, net of unamortized costs of $15.2 million.
If a convertible debt instrument is modified or exchanged in a transaction that is not accounted for as an extinguishment, an increase in the fair value of the embedded conversion option shall reduce the carrying amount of the debt instrument with a corresponding increase in Additional paid-in capital. We recognized the increase in the fair value of the embedded conversion feature of $4.1 million as Additional paid-in capital and an equivalent discount that reduced the carrying value of the 2025 Modified Notes.
We accounted for $122.5 million of the 2028 Notes, that were not negotiated with the investors of the 2025 Notes, as a single liability. We incurred transaction costs of $2.4 million relating to the issuance of the 2028 Notes, which were recorded as a direct deduction from the face amount of the 2028 Notes and are being amortized as interest expense over the term of the 2028 Notes using the interest method. As of June 30, 2024, the carrying amount of the 2028 Notes was $120.6 million and unamortized issuance costs of $1.9 million. As of June 30, 2024, the 2028 Notes were not convertible.
3.00% Senior Convertible Notes due 2025
On June 2, 2020, we issued $175.0 million in aggregate principal amount of 2025 Notes, including the initial purchasers’ exercise in full of their option to purchase $25.0 million principal amount of the 2025 Notes, which are governed by the 2025 Indenture, in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The net proceeds from the issuance of the 2025 Notes were $169.8 million after deducting transaction costs.
The 2025 Notes are senior, unsecured obligations and accrue interest payable semiannually in arrears on June 1 and December 1 of each year at a rate of 3.00% per year. The 2025 Notes will mature on June 1, 2025, unless earlier converted, redeemed, or repurchased. The repayment of the 2025 Notes in cash upon maturity could adversely affect our liquidity.
The 2025 Notes are convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. The conversion rate is 26.7271 shares of our common stock per $1,000 principal amount of 2025 Notes (equivalent to an initial conversion price of approximately $37.42 per share of our common stock). The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 2025 Notes in connection with such a corporate event or convert its 2025 Notes called for redemption in connection with such notice of redemption, as the case may be.
See “1.50% Senior Convertible Notes due 2028” section above for discussion on the modification of the 2025 Notes as part of the offering of the 2028 Notes.
The interest expense recognized related to the Notes for the three and nine months ended June 30, 2024 and 2023 was as follows (dollars in thousands):
| Three Months Ended June 30, 2024 | 2023 | Nine Months Ended June 30, 2024 | 2023 | |
|---|---|---|---|---|
| Contractual interest expense | $1,436 | $1,315 | $4,317 | $3,931 |
| Amortization of debt discount | 255 | 11 | 757 | 11 |
| Amortization of issuance costs | 1,235 | 346 | 3,671 | 902 |
| Total interest expense related to the Notes | $2,926 | $1,672 | $8,745 | $4,844 |
The conditional conversion feature of the Notes was not triggered during the three and nine months ended June 30, 2024. As of June 30, 2024, the Notes were not convertible. As of this Quarterly Report, no Notes have been converted by the holders. Whether any of the Notes will be convertible in future quarters will depend on the satisfaction of one or more of the conversion conditions in the future. If one or more holders elect to convert their Notes at a time when any such Notes are convertible, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional shares), 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, we entered into the Term Loan Facility. The net proceeds from the issuance of the Term Loan Facility were $123.0 million. We also entered into the Revolving Facility, which would be drawn on in the event that our working capital and other cash needs are not supported by our operating cash flow. In connection with the issuance of the 2028 Notes, in the third quarter of fiscal year 2023, we borrowed $24.7 million under our Revolving Facility and paid $106.3 million towards our Term Loan Facility. As a result, we recorded $104.9 million extinguishment of debt and $1.3 million loss on the extinguishment of debt. All principal and interest on the Term Loan Facility have been paid in full. As of June 30, 2024 and September 30, 2023, there were no amounts outstanding under the Revolver Facility.
The Credit Agreement contains certain affirmative and negative covenants customary for financings of this type that, among other things, limit our and our subsidiaries’ ability to incur additional indebtedness or liens, to dispose of assets, to make certain fundamental changes, to designate subsidiaries as unrestricted, to make certain investments, to prepay certain indebtedness and to pay dividends, or to make other distributions or redemptions/repurchases, in respect of our and our subsidiaries’ equity interests. In addition, the Credit Agreement contains financial covenants, each tested quarterly, (1) a net secured leverage ratio of not greater than 3.25 to 1.00; (2) a net total leverage ratio of not greater than 4.25 to 1.00; and (3) minimum liquidity of at least $75 million. The Credit Agreement also contains events of default customary for financings of this type, including certain customary change of control events.
On November 22, 2022, we entered into Amendment No. 2 to the Credit Agreement. Amendment No. 2 modified certain financial covenants between the fiscal quarter ended March 31, 2023 to the fiscal quarter ended December 31, 2023, which is referred to as “the covenant adjustment period”. During the covenant adjustment period, each tested quarterly, we were required to maintain (1) a net secured leveraged ratio of not greater than 4.25 to 1.00; (2) minimum liquidity of at least $125 million; and (3) aggregate capital expenditures less than $7.5 million. The net total leverage ratio was waived during the covenant adjustment period. At the conclusion of the covenant adjustment period, the original financial covenants resumed. As of June 30, 2024, there were no loan amounts outstanding under the Credit Agreement, and we were in compliance with all Credit Agreement covenants.
On April 12, 2024, we entered into Amendment No. 3 to the Credit Agreement. Amendment No. 3 modified certain financial covenants. Tested quarterly, we will be required to maintain (i) a net secured leveraged ratio of not greater than 3.00 to 1.00; (ii) a minimum level of EBITDA (as defined in the Credit Agreement) of not less than (A) negative $5 million for the six month period ending June 30, 2024, (B) $7.5 million for the nine month period ending September 30, 2024, (C) $20 million for the four consecutive fiscal quarters ending December 31, 2024, (D) $30 million for the four consecutive fiscal quarters ending March 31, 2025, (E) $35 million for the four consecutive fiscal quarters ending June 30, 2025 and for the four consecutive fiscal quarters ending September 30, 2025, (F) $40 million for the four consecutive fiscal quarters ending December 31, 2025, and (G) $40 million for the four consecutive fiscal quarters ending March 31, 2026; (iii) minimum liquidity of at least $50 million; and (iv) aggregate capital expenditures of not more than $10 million. Our ability to comply with such covenants may be affected by our future financial performance as well as events beyond our control, including prevailing economic, financial and industry conditions. A breach of any of such covenants, could result in an event of default under the terms of the Senior Credit Facilities. If an event of default occurred, the lenders would have the right to accelerate the repayment of such debt and we will not be able to access additional funds until such default is cured. We would work with our lenders to obtain a waiver, amendment or otherwise address the breach. As of June 30, 2024, there were no loan amounts outstanding under the Credit Agreement. The occurrence and ramifications of an event of default could adversely affect our business, financial condition and results of operations. Any subsequent replacement of the agreements governing the Senior Credit Facilities, or any new indebtedness could have similar or greater restrictions. We may be unable to raise additional debt financing to operate during general economic or business downturns or unable to compete effectively or to take advantage of new business opportunities.
Amendment No. 3 revised certain interest rates in the Credit Agreement. The applicable margin is SOFR plus 3.00% for SOFR loans and the highest of (i) the federal funds effective rate, (ii) the prime rate, and (iii) one-month SOFR plus 1.00% (the highest of clauses (i) through (iii), the “ABR”) plus 2.00% for ABR loans.
Amendment No. 3 also modified the maturity date for the Revolving Facility. The Revolving Facility matures on April 1, 2026, provided that if on any date during the period commencing on the date which is 91 days prior to the maturity date of our 2025 Notes and any indebtedness incurred to refinance such notes that matures on or prior to July 1, 2026 (such debt, the “Early Maturity Debt”), and ending on July 1, 2026, the maturity date of such Early Maturity Debt has not been extended to a date after July 1, 2026 and we do not hold in a segregated deposit account an amount of cash sufficient to repay and discharge the principal amount of the Early Maturity Debt at maturity, then the Revolving Facility shall mature on the date that is 91 days prior to the maturity date of the Early Maturity Debt.
Total interest expense relating to the Senior Credit Facilities for the three months ended June 30, 2024 and 2023 was $0.1 million and $2.4 million, respectively, and $0.3 million and $6.6 million for the nine months ended June 30, 2024 and 2023, respectively. Amounts reflect the coupon and accretion of the discount.
Cash Flows
Cash flows from operating, investing and financing activities for the nine months ended June 30, 2024 and 2023, as reflected in the unaudited Condensed Consolidated Statements of Cash Flows included in Item 1 of this Form 10-Q, are summarized in the following table (dollars in thousands):
| Nine Months Ended June 30, 2024 | 2023 | % Change 2024 vs. 2023 | |
|---|---|---|---|
| Net cash provided by (used in) operating activities | $11,081 | $(3,760) | 394.7% |
| Net cash provided by (used in) investing activities | 4,325 | (2,446) | 276.8% |
| Net cash provided by (used in) financing activities | 58 | (1,026) | 105.7% |
| Effect of foreign currency exchange rates on cash and cash equivalents | (1,096) | (1,515) | 27.7% |
| Net changes in cash and cash equivalents | $14,368 | $(8,747) | 264.3% |
Net Cash Provided by (Used in) Operating Activities
Net cash provided by operating activities for the nine months ended June 30, 2024 was $11.1 million, a net change of $14.9 million, or 394.7%, from net cash used in operating activities of $3.8 million for the nine months ended June 30, 2023. The change in cash flows were primarily due to:
- An increase of $75.8 million from income before non-cash charges;
- A decrease of $8.8 million due to unfavorable changes in working capital primarily related to accounts payable and accrued expenses and other liabilities; and
- A decrease of $52.2 million from changes in deferred revenue.
Deferred revenue represents a significant portion of our net cash used in or provided by operating activities and, depending on the nature of our contracts with customers and foreign currency exchange rates, this balance can fluctuate significantly from period to period. Fluctuations in deferred revenue are not a reliable indicator of future performance and the related revenue associated with these contractual commitments. We do not expect any changes in deferred revenue to affect our ability to meet our obligations.
Net Cash Provided by (Used in) Investing Activities
Net cash provided by investing activities for the nine months ended June 30, 2024 was $4.3 million, a net change of $6.7 million, or 276.8%, from $2.4 million of cash used in investing activities for the nine months ended June 30, 2023. The change in cash flows were primarily due to an increase of $7.0 million net cash inflow related to marketable securities.
Net Cash Provided by (Used in) Financing Activities
Net cash provided by financing activities for the nine months ended June 30, 2024 was $0.1 million, a net change of $1.1 million, from cash used in financing activities of $1.0 million for the nine months ended June 30, 2023. The change in cash flows were primarily due to:
- A decrease of $198.4 million in principal payments for long-term debt;
- A decrease of $190.0 million in proceeds from long-term debt;
- A decrease of $24.7 million in proceeds from revolving credit facilities;
- A decrease of $16.4 million in payments for long-term debt issuance costs;
- An increase of $6.0 million in proceeds from the issuance of our common stock; and
- An increase of $5.0 million in payments of tax related withholdings due to the net settlement of equity awards.
Critical Accounting Estimates
Our condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and assumptions that have a material impact on the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience and various other factors we believe to be reasonable under the circumstances, the results of which form the basis for judgments about the carrying values of assets and liabilities and the amounts of revenues and expenses. Actual results may differ from these estimates.
We believe that our critical accounting estimates are those related to revenue recognition; allowance for credit losses; accounting for deferred costs; accounting for internally developed software; the valuation of goodwill and intangible assets; accounting for stock-based compensation; accounting for income taxes; accounting for convertible debt; and loss contingencies. We believe these estimates are critical because they most significantly affect the portrayal of our financial condition and results of operations and involve our most complex and subjective estimates and judgments. A discussion of our critical accounting estimates may be found in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 in Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Critical Accounting Estimates” and below.
Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements To Be Adopted
Refer to Note 2 to the accompanying unaudited condensed consolidated financial statements for a description of certain issued accounting standards that have been recently adopted and are expected to be adopted by us and may impact our results of operations in future reporting periods.
Market risk
As filed, 3,097 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
We are exposed to market risk from changes in foreign currency exchange rates and interest rates which could affect our operating results, financial position and cash flows. We manage our exposure to these market risks through our regular operating and financing activities, and through the use of derivative financial instruments.
Exchange Rate Sensitivity
We are exposed to changes in foreign currency exchange rates. Any foreign currency transaction, defined as a transaction denominated in a currency other than the local functional currency, will be reported in the functional currency at the applicable exchange rate in effect at the time of the transaction. A change in the value of the functional currency compared to the foreign currency of the transaction will have either a positive or negative impact on our financial position and results of operations.
Assets and liabilities of our foreign entities are translated into U.S. dollars at exchange rates in effect at the balance sheet date and income and expense items are translated at average rates for the applicable period. Therefore, the change in the value of the U.S. dollar compared to foreign currencies will have either a positive or negative effect on our financial position and results of operations. Historically, our primary exposure has been related to transactions denominated in the Canadian dollar, Chinese yuan, Euro, and Japanese yen.
We use foreign currency forward contracts to hedge the foreign currency exchange risk associated with forecasted foreign denominated payments related to our ongoing business. The aggregate notional amount of our outstanding foreign currency forward contracts was $72.1 million at June 30, 2024. Foreign currency forward contracts are sensitive to changes in foreign currency exchange rates. A 10% unfavorable exchange rate movement in our portfolio of foreign currency contracts would have resulted in unrealized losses of $6.1 million at June 30, 2024. Such losses would be offset by corresponding gains in the remeasurement of the underlying transactions being hedged. We believe these foreign currency forward exchange contracts and the offsetting underlying commitments, when taken together, do not create material market risk.
Interest Rate Sensitivity
We are exposed to interest rate risk as a result of our cash and cash equivalents and indebtedness related to the Senior Credit Facilities.
At June 30, 2024, we held approximately $115.5 million of cash and cash equivalents consisting of cash and highly liquid investments, including money-market funds and time deposits. Assuming a 1% increase in interest rates, our interest income on our highly liquid investments would increase by $0.8 million per annum, based on June 30, 2024 reported balances.
The borrowings under our Senior Credit Facilities are subject to interest rates based on SOFR. As of June 30, 2024, assuming a 1% increase in interest rates and our Revolving Facility being fully drawn, our interest expense on our Senior Credit Facilities would increase by approximately $0.5 million per annum.
Controls and procedures
As filed, 1,817 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
Evaluation of disclosure controls and procedures. Under the supervision and with the participation of management, including our Chief Executive Officer and Interim Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report. Based on this evaluation, our management, including our Chief Executive Officer and Interim Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of June 30, 2024 to ensure that all material information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to them as appropriate to allow timely decisions regarding required disclosure and that all such information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations of the effectiveness of internal control. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system are met. Because of the inherent limitations of any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.
Risk factors
As filed, 2,252 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023, which could materially affect our business, financial condition or future results of operations. The risks described in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 and those set out in this Quarterly Report are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. Other than as updated below, there are no material changes to the risk factors described in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023.
Our process optimization and cost-reduction efforts may not be successful.
In August 2024, we announced a restructuring plan intended to reduce operating expenses and position us for profitable growth (the “Plan”). The implementation of the Plan may be disruptive to our operations, result in higher than anticipated restructuring charges, including severance payments, payments in lieu of notice, employee benefits and related costs, and otherwise adversely affect our results of operations and financial condition. Additional risks associated with the continuing impact of the Plan include employee attrition, the ability to hire new employees in the future, diversion of management attention, and adverse effects on employee morale. In addition, our ability to complete the Plan and achieve the anticipated benefits from the Plan within the expected time frame, or at all, is subject to management’s estimates and assumptions and may vary materially from our expectations, including as a result of factors that are beyond our control. If we do not realize the expected benefits of the Plan on a timely basis, or at all, our business, results of operations and financial condition could be adversely affected. Furthermore, following completion of the Plan, our business may not be more efficient or effective than prior to the implementation of the Plan.
Figures reported in this filing
Standardized line items from the XBRL in this filing, for the period ended 2024-06-30. Comparative periods it repeats are left out.
| Line item | Period | Value | XBRL concept |
|---|---|---|---|
| Revenue | 3 months2024-04-01 to 2024-06-30 | $70.5m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 9 months2023-10-01 to 2024-06-30 | $276.7m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months2024-04-01 to 2024-06-30 | $20.1m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 9 months2023-10-01 to 2024-06-30 | $67.3m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months2024-04-01 to 2024-06-30 | $50.4m | us-gaap:GrossProfit |
| Gross profit | 9 months2023-10-01 to 2024-06-30 | $209.4m | us-gaap:GrossProfit |
| Research and development | 3 months2024-04-01 to 2024-06-30 | $31.2m | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 9 months2023-10-01 to 2024-06-30 | $96.3m | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 3 months2024-04-01 to 2024-06-30 | −$354.9m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months2023-10-01 to 2024-06-30 | −$560.7m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months2024-04-01 to 2024-06-30 | $3.1m | us-gaap:InterestExpense |
| Interest expense | 9 months2023-10-01 to 2024-06-30 | $9.5m | us-gaap:InterestExpense |
| Income tax | 3 months2024-04-01 to 2024-06-30 | −$42.6m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months2023-10-01 to 2024-06-30 | $3.4m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months2024-04-01 to 2024-06-30 | −$313.5m | us-gaap:NetIncomeLoss |
| Net income | 9 months2023-10-01 to 2024-06-30 | −$567.7m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months2024-04-01 to 2024-06-30 | −$7.50 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months2023-10-01 to 2024-06-30 | −$13.66 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months2024-04-01 to 2024-06-30 | −$7.50 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months2023-10-01 to 2024-06-30 | −$13.66 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months2024-04-01 to 2024-06-30 | 41,795,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months2023-10-01 to 2024-06-30 | 41,566,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months2023-10-01 to 2024-06-30 | $11.1m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months2023-10-01 to 2024-06-30 | $3.5m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Share repurchases | 9 months2023-10-01 to 2024-06-30 | $9.9m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Current assets | At period end2024-06-30 | $239.6m | us-gaap:AssetsCurrent |
| Total assets | At period end2024-06-30 | $674.0m | us-gaap:Assets |
| Current liabilities | At period end2024-06-30 | $183.2m | us-gaap:LiabilitiesCurrent |
| Total liabilities | At period end2024-06-30 | $519.8m | us-gaap:Liabilities |
| Long-term debt | At period end2024-06-30 | $193.4m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | At period end2024-06-30 | $86.9m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | At period end2024-06-30 | $154.2m | us-gaap:StockholdersEquity |
Source: SEC EDGAR, the filing index for accession 0000950170-24-094836. Last ingested by Listed: Oct 24, 2026, 15:15 ET. Listed shows no prices and gives no investment advice.