REVENUE RECOGNITION | REVENUE RECOGNITION Revised Revenue Recognition Accounting Policy On January 1, 2018, the Company adopted ASC 606 using the modified retrospective transition method. The new revenue standard has been applied to all contracts that were not completed as of the date of adoption. To the extent that modifications occurred prior to the adoption of ASC 606, the Company has reflected the aggregate impact of any modification when evaluating the impact of the adoption. The Company's revenue is primarily derived from fixed fee license agreements and per-unit royalty agreements, along with less significant revenue earned from development, services and other revenue. The adoption of ASC 606 affected the Company's revenue recognition model for both fixed fee license revenue and per-unit royalty revenue presented on “royalty and license revenue” on the Company’s condensed consolidated statements of operations and comprehensive income (loss). Fixed fee license revenue In applying ASC 606, the Company is required to recognize revenue from a fixed fee license agreement when it has satisfied its performance obligations, which typically occurs upon the transfer of rights to the Company's technology upon the execution of the license agreement. However, in certain contracts, the Company grants a license to its existing patent portfolio at the inception of the license agreement as well as rights to the portfolio as it evolves throughout the contract term. For such arrangements, the Company has concluded that it has two separate performance obligations: • Performance Obligation A: to transfer rights to the Company's patent portfolio as it exists when the contract is executed; • Performance Obligation B: to transfer rights to the Company's patent portfolio as it evolves over the term of the contract, including access to new patent applications that the licensee can benefit from over the term of the contract. Under the Company's previous accounting practices under ASC 605, fixed license fees were generally recognized on a straight-line basis over the contract term. As a result of the adoption of ASC 606, if a fixed fee license agreement contains only Performance Obligation A, the Company will recognize most or all of the revenue from the agreement at the inception of the contract. For fixed fee license agreements that contain both Performance Obligation A and B, the Company will be required to allocate the transaction price based on the standalone price for each of the two performance obligations. The Company has developed a process, and established internal controls around such process, to estimate standalone prices related to Performance Obligation A and B using a number of factors primarily related to the attributes of its patent portfolio. Once the transaction price is allocated, the portion of the transaction price allocable to Performance Obligation A will be recognized in the quarter the license agreement is signed and the customer can benefit from rights provided in the contract, and the portion allocable to Performance Obligation B will be recognized on a straight-line basis over the contract term. For such contracts, a contract liability account will be established and included within "deferred revenue" on the condensed consolidated balance sheet. As the rights and obligations in a contract are interdependent, contract assets and contract liabilities that arise in the same contract have been presented on a net basis. Historically, certain of the Company's license agreements contained fixed fees related to past infringements for which the fixed fees were recognized as revenue or recorded as a deduction to its operating expense in the quarter the license agreement was signed. After the adoption of ASC 606, the Company will recognize revenue from such fixed fees related to past infringements in the same manner in the quarter the license agreement is signed. In the event a significant financing component is determined to exist in any of our agreements, the Company will recognize more or less revenue and corresponding interest expense or income, as appropriate. Per-unit Royalty revenue Under the Company's previous accounting practices under ASC 605, it recognized revenue from per-unit royalty agreements in the period in which the related royalty report was received from its licensees, generally one quarter in arrears from the period in which the underlying sales occurred (i.e. on a "quarter-lag"). ASC 606 requires an entity to record per-unit royalty revenue in the same period in which the licensee’s underlying sales occur. As the Company generally does not receive the per-unit licensee royalty reports for sales during a given quarter within the time frame that allows the Company to adequately review the reports and include the actual amounts in its quarterly results for such quarter, the Company accrues the related revenue based on estimates of its licensees’ underlying sales, subject to certain constraints on its ability to estimate such amounts. As a result of accruing per-unit royalty revenue for the quarter based on such estimates, adjustments will be required in the following quarter to true up revenue to the actual amounts reported by its licensees. For the three months ended March 31, 2018 , the Company had no true-ups from the estimates made on January 1, 2018 which would require presentation herein. Certain of the Company's per-unit royalty agreements contains a minimum royalty provision which sets forth minimum amounts to be received by the Company during the contract term. Per the Company's previous accounting policy under ASC 605, such minimum royalties were recognized as revenue at the end of each reporting period (usually a calendar year) if the actual royalties reported by the customer for that reporting period were below the minimum threshold set forth in the contract. Under ASC 606, minimum royalties are considered a fixed transaction price to which the Company will have an unconditional right once all other performance obligations, if any, are satisfied. Therefore, the Company recognizes all minimum royalties as revenue at the inception of the license agreement, or in the period in which all remaining revenue recognition criteria have been met. The Company will establish contract assets for the unbilled minimum royalties on a contract basis. Such contract asset balance will be reduced by the actual royalties reported by the licensee during the contract term until fully utilized, after which point any excess per-unit royalties reported will be recognized as revenue. As the rights and obligations in a contract are interdependent, contract assets and contract liabilities that arise in the same contract have been presented on a net basis. Development, services, and other revenue With little change from its previous accounting practices related to development, service and other revenue, the Company will continue to recognize revenue from this stream when it has satisfied service obligations. Consistent with the Company’s previous accounting practices under ASC 605, the performance obligation related to its development, service and other revenue is satisfied over a period of time, and such revenue is recognized evenly over the period of performance obligation, which is generally consistent with the contractual term. Adjustments upon Adoption of ASC 606 The following table summarizes adjustments related to the Company's adoption of ASC 606. (in thousands) Balance at December 31, 2017 as Reported under ASC 605 Adjustment for Fixed Fee License Revenue * Elimination of Quarter-Lag Per-Unit Royalties Total Adjustments upon Adoption of ASC 606 Balance at January 1, 2018 (ASC 606) Prepaid expenses and other current assets $ 736 $ 4,996 $ 4,996 $ 5,732 Deferred revenue - current (4,424 ) 1,766 1,766 (2,658 ) Long-term deferred revenue (22,303 ) 11,573 11,573 (10,730 ) Accumulated deficit 171,616 (13,339 ) (4,996 ) (18,335 ) 153,281 * Adjustment for fixed fee license revenue includes both the recognition of Performance Obligation A upon the adoption of ASC 606, which had previously been deferred under ASC 605, and the change in the transaction price allocated to Performance Obligation B and consequently the revenue recognized as of January 1, 2018. Disaggregated Revenue The following table presents the disaggregation of the Company's revenue for the three months ended March 31, 2018 under ASC 606. Revenues for the three months ended March 31, 2017 are presented in accordance with ASC 605. (in thousands) Three Months Ended March 31, 2018 2017 Increase (Decrease) Fixed fee license revenue 75,756 2,510 73,246 2,918 % Per-Unit royalty revenue 9,579 6,496 3,083 47 % Total royalty and license revenue 85,335 9,006 76,329 848 % Development, services, and other revenue 81 218 (137 ) (63 )% Total revenues 85,416 9,224 76,192 826 % For the three months ended March 31, 2018 , the Company recognized $487,000 as revenue that had been included in deferred revenue as of the beginning of the period. As of March 31, 2018, the Company had contract assets of $4.8 million and $4.5 million included within prepaid expenses and other current assets and other non-current assets on the condensed consolidated balance sheet, respectively. During the three months ended March 31, 2018 , there was no impairment of the contract assets. Impact of Adoption of ASC 606 In accordance with the requirements of ASC 606, the disclosure of the impact of adoption on the Company's condensed consolidated statements of operations and comprehensive income (loss) and balance sheet as of and for the three months ended March 31, 2018 is presented below. The Company believes that this additional information is vital during the transition year to allow readers of its financial statements to compare financial results from the preceding financial year given the use of the modified retrospective method of adoption. The adoption of ASC 606 did not affect the Company's reported total amounts of cash flows from operating, investing and financing activities as such separate tables for this separate financial statement have not been provided. Amounts contained in the tables below are in thousands, except per share data. Three Months Ended March 31, 2018 2017 As Reported Adjustments ASC 605 As Reported (ASC 605) Revenues: Fixed fee license revenue $ 75,756 $ (72,341 ) $ 3,415 $ 2,510 Per-unit royalty revenue 9,579 (4,351 ) 5,228 6,496 Total royalty and license revenue 85,335 (76,692 ) 8,643 9,006 Development, services, and other revenue 81 — 81 218 Total revenues $ 85,416 $ (76,692 ) $ 8,724 $ 9,224 Operating expenses 15,311 — 15,311 22,076 Operating income (loss) 70,105 (76,692 ) (6,587 ) (12,852 ) Interest and other income 231 — 231 139 Income (loss) before provision for income taxes 70,336 (76,692 ) (6,356 ) (12,713 ) Income tax provision (453 ) — (453 ) (152 ) Net income (loss) $ 69,883 $ (76,692 ) $ (6,809 ) $ (12,865 ) Basic net income (loss) per share $ 2.35 $ (2.58 ) $ (0.23 ) $ (0.44 ) Diluted net income (loss) per share $ 2.29 $ (2.51 ) $ (0.22 ) $ (0.44 ) (in thousands) March 31, 2018 December 31, 2017 As Reported Adjustments ASC 605 As Reported (ASC 605) Prepaid expenses and other current assets 5,616 (4,847 ) 769 736 Other non-current assets 4,808 (4,500 ) 308 344 Deferred revenue - current (4,920 ) (9,521 ) (14,441 ) (4,424 ) Long-term deferred revenue (33,665 ) (76,160 ) (109,825 ) (22,303 ) Accumulated Deficit 83,398 95,027 178,425 171,616 Contracted Revenue Based on contracts signed and payments received as of March 31, 2018, the Company expects to recognize $38.6 million revenue related to Performance Obligation B under its fixed fee license agreements, which is satisfied over time, including $14.3 million over one to three years, and $24.3 million over more than three years, respectively. |