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Stockholders' Equity
6 Months Ended
Mar. 31, 2022
Equity [Abstract]  
Stockholders' Equity

Note 11. Stockholders’ Equity

On October 2, 2019, we registered the issuance of 6,350,000 shares of Common Stock, par value $0.01 per share (“Common Stock”), consisting of 5,300,000 shares of Common Stock reserved for issuance upon the exercise of options granted, or in respect of awards granted, under the Cerence 2019 Equity Incentive Plan, (“Equity Incentive Plan”), and 1,050,000 shares of Common Stock that are reserved for issuance under the Cerence 2019 Employee Stock Purchase Plan. The Equity Incentive Plan provides for the grant of incentive stock options, stock awards, stock units, stock appreciation rights, and certain other stock-based awards. The shares available for issuance will automatically increase on January 1st of each year, by the lesser of (A) three percent (3%) of the number of shares of Common Stock outstanding as of the close of business on the immediately preceding December 31st; and (B) the number of shares of Common Stock determined by the Board on or prior to such date for such year.

 

 

Restricted Units

 

Information with respect to our non-vested restricted stock units for the six months ended March 31, 2022 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 September 30, 2021

 

1,420,532

 

 

654,619

 

 

2,075,151

 

$

44.20

 

 

 

 

 

 

 

Granted

 

593,686

 

 

301,239

 

 

894,925

 

$

75.72

 

 

 

 

 

 

 

Vested

 

(917,483

)

 

(474,681

)

 

(1,392,164

)

$

59.71

 

 

 

 

 

 

 

Forfeited

 

(71,666

)

 

(95,588

)

 

(167,254

)

$

55.93

 

 

 

 

 

 

 

Non-vested at March 31, 2022

 

1,025,069

 

 

385,589

 

 

1,410,658

 

$

64.64

 

 

 

 

 

 

 

Expected to vest

 

 

 

 

 

 

 

1,410,658

 

$

64.64

 

 

1.12

 

$

50,911

 

 

Stock-based Compensation

 

Stock-based compensation was included in the following captions in our Condensed Consolidated Statements of Operations for the three and six months ended March 31, 2022 and 2021 (in thousands):

 

 

 

Three Months Ended March 31,

 

 

Six Months Ended March 31,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Cost of connected services

 

$

197

 

 

$

481

 

 

$

343

 

 

$

772

 

Cost of professional services

 

 

1,373

 

 

 

1,164

 

 

 

2,319

 

 

 

2,465

 

Research and development

 

 

4,146

 

 

 

4,465

 

 

 

6,141

 

 

 

8,603

 

Sales and marketing

 

 

1,422

 

 

 

2,938

 

 

 

844

 

 

 

5,577

 

General and administrative

 

 

3,788

 

 

 

5,096

 

 

 

3,120

 

 

 

10,052

 

Restructuring and other costs, net

 

 

 

 

 

 

 

 

4,000

 

 

 

 

 

 

$

10,926

 

 

$

14,144

 

 

$

16,767

 

 

$

27,469

 

 

For the six months ended March 31, 2022, we decreased stock-based compensation expense relating to our performance-based restricted stock units. Compensation cost for our performance-based restricted stock units is recognized based on the number of units expected to vest upon the achievement of the performance conditions. During the three months ended December 31, 2021, we recorded $4.0 million, net of $5.0 million in forfeitures, in stock-based compensation due to the resignation of our former CEO and the resulting modification of certain stock-based awards in Restructuring and other costs, net. During the three months ended March 31, 2022, we recorded $2.4 million, net of $0.2 million in forfeitures, in stock-based compensation due to the retirement of our former CFO and resignation of our former General Counsel and the resulting modification of certain stock-based awards.