The Company and Significant Accounting Policies and Estimates | The Company and Significant Accounting Policies and Estimates Model N, Inc. (“Model N,” “we,” “us,” “our,” and “the Company”) was incorporated in Delaware on December 14, 1999 . We are a provider of cloud revenue management solutions for the life sciences and high-tech markets. Our solutions enable our customers to maximize revenues and reduce revenue compliance risk by transforming their revenue life cycle from a series of tactical, disjointed operations into a strategic end-to-end process, which enables them to manage the strategy and execution of pricing, contracting, incentives and rebates. Our corporate headquarters are located in San Mateo, California, with additional offices in the United States, India and Switzerland. Fiscal Year Our fiscal year ends on September 30. References to fiscal year 2019, for example, refer to the fiscal year ending September 30, 2019 . Basis for Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The unaudited condensed consolidated balance sheet as of March 31, 2019 has been derived from our audited financial statements, which are included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2018 (“the Annual Report”) on file with the SEC. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Annual Report. In the opinion of management, the unaudited interim consolidated financial statements include all the normal recurring adjustments necessary to present fairly our condensed consolidated financial statements. The results of operations for the six months ended March 31, 2019 are not necessarily indicative of the operating results for the full fiscal year 2019 or any future periods. Our condensed consolidated financial statements include the accounts of Model N and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated upon consolidation. Change in Presentation Previously, we presented revenue and cost of revenue on two lines: “SaaS and maintenance” and “License and implementation.” Historically, our growth was driven by the sale of on-premise solutions. Over the last few years, we shifted our focus to selling cloud-based software. As a result of our business model transition from an on-premise to a software-as-a-service model, we updated the presentation in the first quarter of fiscal year 2019 to present the revenue and cost of revenue line items within our condensed consolidated statements of operations with the break-out between two new lines called “Subscription” and “Professional services.” Revenues and cost of revenues in prior periods have been reclassified in this filing to conform to the new presentation. This change in presentation does not affect our previously-reported total revenues and total cost of revenues. Subscription Subscription revenues primarily include contractual arrangements with customers accessing our cloud-based solutions. Subscription revenues also include revenues associated with maintenance and support and managed support services. Maintenance and support revenues include post-contract customer support and the right to unspecified software updates and enhancements on a when and if available basis to customers using on-premise solutions. Managed support services revenues include supporting, managing and administering our software solutions and providing additional end user support. Term-based licenses for current products with the right to use unspecified future versions of the software and maintenance and support during the coverage period are also included in subscription revenues. Professional services Professional services revenues primarily include fees generated from implementation, cloud configuration, on-site support and other consulting services. Also included in professional services revenues are revenues related to training and customer-reimbursed expenses, as well as services related to software licenses for our on-premise solutions. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates include revenue recognition, legal contingencies, income taxes, stock-based compensation and valuation of goodwill and intangibles. These estimates and assumptions are based on management’s best estimates and judgment. Management regularly evaluates its estimates and assumptions using historical experience and other factors. However, actual results could differ significantly from these estimates. Significant Accounting Policies There have been no changes in the significant accounting policies from those that were disclosed in the Annual Report, except for changes associated with revenue recognition resulting from the adoption of Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (ASC 606) and the addition of a hedging policy as described below: Revenue Recognition We derive our revenues primarily from subscription revenues and professional services revenues and apply the following framework to recognize revenue: • Identification of the contract, or contracts, with a customer, • Identification of the performance obligations in the contract, • Determination of the transaction price, • Allocation of the transaction price to the performance obligations in the contract, and • Recognition of revenue when, or as, the Company satisfies a performance obligation. We enter into contracts with customers that can include various combinations of services which are generally distinct and accounted for as separate performance obligations. As a result, our contracts may contain multiple performance obligations. We determine whether the services are distinct based on whether the customer can benefit from the service on its own or together with other resources that are readily available and whether our commitment to transfer the product or service to the customer is separately identifiable from other obligations in the contract. We generally consider our cloud-based subscription offerings, maintenance and support, managed service support, professional services and training to be distinct performance obligations. Term-based licenses generally have two performance obligations: software licenses and software maintenance. The transaction price is determined based on the consideration to which we expect to be entitled in exchange for transferring services and products to the customer. Variable consideration (if any) is estimated and included in the transaction price if, in our judgment, it is probable that there will not be a significant future reversal of cumulative revenue under the contract. We typically do not offer contractual rights of return or concessions. For contracts that contain multiple performance obligations, the transaction price is allocated to each performance obligation based on its relative standalone selling price (“SSP”). SSP is estimated for each distinct performance obligation and judgment may be involved in the determination. We determine SSP using information that may include market conditions and other observable inputs. We evaluate SSP for our performance obligations on a quarterly basis. Revenue is recognized when control of these services is transferred to our customers in an amount that reflects the consideration to which we expect to be entitled in exchange for these services. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined that our contracts generally do not include a significant financing component. Subscription revenue related to cloud-based solutions, maintenance and support, and managed service and support revenues are generally recognized ratably over the contractual term of the arrangement beginning on the date that our service is made available to the customer. These arrangements, in general, are for committed one to three -year terms. For term-based license contracts, the transaction price allocated to the software element is recognized when it is made available to the customer. The transaction price allocated to the related support and updates is recognized ratably over the contract term. Term-based license arrangements may include termination rights that limit the term of the arrangement to a month, quarter or year. Professional services revenues are generally recognized as the services are rendered for time and materials contracts or on a proportional performance basis for fixed price contracts. The majority of our professional services contracts are on a time and materials basis. Revenue from training and customer-reimbursed expenses is recognized as we deliver these services. Our implementation projects generally have a term ranging from a few months to twelve months and may be terminated by the customer at any time. Capitalized Contract Acquisition Costs We capitalize incremental costs incurred to acquire contracts with customers, primarily sales commissions, for which the associated revenue is expected to be recognized in future periods. We incur these costs in connection with both initial contracts and renewals. The costs in connection with initial contracts and renewals are deferred and amortized over an expected customer life of five years and over the renewal term, respectively, which corresponds to the period of benefit to the customer. We determined the period of benefit by considering our history of customer relationships, length of customer contracts, technological development and obsolescence and other factors. The current and non-current portion of capitalized contract acquisition costs are included in other current assets and other assets on our condensed consolidated balance sheets. Amortization expense is included in sales and marketing expenses in our condensed consolidated statements of operations. Hedging Cash Flow Hedging—Hedges of Forecasted Foreign Currency Operation Costs Our customers typically pay in U.S. dollars; however, in foreign jurisdictions, our expenses are typically denominated in local currency. We may use foreign exchange forward contracts to hedge certain cash flow exposures resulting from changes in these foreign currency exchange rates. These foreign exchange contracts generally range from one month to one year in duration. To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge and the hedges must be highly effective in offsetting changes to future cash flows on hedged transactions. We record changes in the fair value of these cash flow hedges in accumulated other comprehensive income (loss) in our condensed consolidated balance sheets, until the forecasted transaction occurs, at which point, the related gain or loss on the cash flow hedge is reclassified to the financial statement line item to which the derivative relates. In the event the underlying forecasted transaction does not occur or it becomes probable that it will not occur, the gain or loss on the related cash flow hedge is also reclassified into earnings from accumulated other comprehensive income (loss). If we do not elect hedge accounting or the contract does not qualify for hedge accounting treatment, the changes in fair value from period to period are recognized immediately in the same financial statement line item to which the derivative relates. Hedge Effectiveness For foreign currency hedges designated as cash flow hedges, we elected to utilize the critical terms method to determine if the hedges are highly effective and thus, eligible for hedge accounting treatment. We evaluate the effectiveness of the foreign exchange contracts on a quarterly basis. New Accounting Pronouncements Recently Adopted Accounting Guidance In May 2014, the Financial Accounting Standards Board (“FASB”) issued a new standard, ASU 2014-09, Revenue from Contracts with Customers (ASC 606), as amended, which superseded nearly all existing revenue recognition guidance. Under ASC 606, an entity is required to recognize revenue upon transfer of promised goods or services to customers in an amount that reflects the expected consideration received in exchange for those goods or services. ASC 606 requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. On October 1, 2018, we adopted ASC 606 using the modified retrospective method applied to those contracts which were not completed as of October 1, 2018, and recorded adjustments to decrease the accumulated deficit by approximately $10.4 million . Results for reporting periods beginning after October 1, 2018 are presented under ASC 606. Prior period amounts are not adjusted and continue to be reported under accounting standards in effect for those periods. ASC 606 primarily impacted our revenue recognition for on-premise solutions, which contained deliverables within the scope of ASC 985-605, Software-Revenue Recognition, by eliminating the requirement to have VSOE for undelivered elements, which accelerated the timing of revenue recognition. In addition, ASC 606 impacted our expenses as the guidance required incremental contract acquisition costs (such as sales commissions) for customer contracts to be capitalized and amortized on a systematic basis that is consistent with the pattern of transfer to the customer of the goods or services to which the capitalized cost relates rather than expense them immediately as under the previous standard. The following table summarizes the cumulative effect of the changes from the adoption of ASC 606 on our condensed consolidated balance sheets as of October 1, 2018: (in thousands) Balance at September 30, 2018 Cumulative effect adjustments due to the adoption of ASC 606 Balance at October 1, 2018 Assets Accounts receivables, net $ 28,273 $ (579 ) $ 27,694 Other current assets 455 1,668 2,123 Other assets 1,064 2,142 3,206 Liabilities Accrued liabilities 3,182 600 3,782 Deferred revenue, current portion 52,176 (7,753 ) 44,423 Stockholders’ Equity Accumulated deficit (203,500 ) 10,384 (193,116 ) The cumulative effect adjustment on accounts receivable, net, in our condensed consolidated balance sheets is related to unbilled accounts receivable for which revenue is recognized in advance of billings, but we do not have the unconditional right to the consideration. Under ASC 606, these amounts are reclassified from accounts receivable, net, to other current assets. The cumulative effect adjustment on other current assets and other assets line items in our condensed consolidated balance sheets is caused by the requirement in ASC 606 to capitalize incremental costs incurred to acquire contracts with customers. In prior periods, these costs were expensed as incurred under ASC 340. The cumulative effect adjustment included in accrued liabilities in our condensed consolidated balance sheets is related to reclassifying refundable amounts associated with customer contracts from deferred revenue under ASC 606. The cumulative effect adjustment on deferred revenue is primarily driven by ASC 606 which accelerated the timing of revenue recognition by eliminating the requirement to have VSOE for undelivered elements. The following table summarizes the effects of adopting ASC 606 on our condensed consolidated balance sheets as of March 31, 2019 : (in thousands) As Reported Adjustments As if presented under ASC 605 Assets Accounts receivables, net $ 19,450 $ 613 $ 20,063 Other current assets 2,431 (2,017 ) 414 Other assets 3,777 (2,704 ) 1,073 Liabilities Accrued liabilities 4,704 (386 ) 4,318 Deferred revenue, current portion 35,989 2,373 38,362 Stockholders’ Equity Accumulated deficit (203,750 ) (6,095 ) (209,845 ) The following tables summarize the effects of adopting ASC 606 on our condensed consolidated statements of operations for the three and six months ended March 31, 2019 : Three Months Ended March 31, 2019 (in thousands, except per share amounts) As Reported Adjustments As if presented under ASC 605 Revenues Subscription $ 25,940 $ 1,041 $ 26,981 Professional services 8,903 3,942 12,845 Total revenues 34,843 4,983 39,826 Cost of professional services revenues 7,894 16 7,910 Sales and marketing 8,598 317 8,915 Loss from operations (4,749 ) 4,650 (99 ) Net loss (5,908 ) 4,650 (1,258 ) Net loss per share - basic and diluted (0.18 ) 0.14 (0.04 ) Six Months Ended March 31, 2019 (in thousands, except per share amounts) As Reported Adjustments As if presented under ASC 605 Revenues Subscription $ 51,142 $ 992 $ 52,134 Professional services 18,778 4,174 22,952 Total revenues 69,920 5,166 75,086 Cost of professional services revenues 15,723 63 15,786 Sales and marketing 16,650 814 17,464 Loss from operations (7,859 ) 4,289 (3,570 ) Net loss (10,634 ) 4,289 (6,345 ) Net loss per share - basic and diluted (0.34 ) 0.14 (0.20 ) The impact to our condensed consolidated statements of cash flows for the six months ended March 31, 2019 as a result of adopting ASC 606 was not significant. On August 28, 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging, requiring expanded hedge accounting for both non-financial and financial risk components and refining the measurement of hedge results to better reflect an entity’s hedging strategies. The updated standard also amends the presentation and disclosure requirements and changes how entities assess hedge effectiveness. The new standard must be adopted using a modified retrospective transition with a cumulative effect adjustment recorded to opening retained earnings as of the initial adoption date. We early adopted this guidance beginning in the first quarter of fiscal year 2019 and it did not have a material impact on our consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), amending the existing accounting standards for the statement of cash flows. The amendments provide guidance on how companies present and classify certain cash receipts and cash payments in the statement of cash flows. We adopted this guidance beginning in the first quarter of fiscal year 2019 on a retrospective basis and it did not have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the definition of a business. The amendments in this guidance change the definition of a business to assist with evaluating when a set of transferred assets and activities is a business. We adopted this guidance beginning in the first quarter of fiscal year 2019 on a prospective basis. The adoption of this guidance did not have a material impact on our consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Restricted Cash (Topic 230): Clarifying the classification and presentation of restricted cash in the statement of cash flows. The standard requires that restricted cash and restricted cash equivalents are included in the cash and cash equivalents balance in the statement of cash flows. Further, reconciliation between the balance sheet and statement of cash flows is required when the balance sheet includes more than one line item for cash, cash equivalents, restricted cash, and restricted cash equivalents. Therefore, transfers between these balances should no longer be presented as a cash flow activity. We adopted this guidance beginning in the first quarter of fiscal year 2019 and it did not have a material impact on our consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Providing clarification on when modification accounting should be used for changes to the terms or conditions of a share-based payment award. This ASU does not change the accounting for modifications but clarifies that modification accounting guidance should only be applied if there is a change to the value, vesting conditions or award classification and would not be required if the changes are considered non-substantive. We adopted this guidance beginning in the first quarter of fiscal year 2019 and it did not have a material impact on our consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842): Guidance on the recognition and measurement of leases. Under the new guidance, lessees are required to recognize a lease liability, which represents the discounted obligation to make future minimum lease payments and a corresponding right-of-use asset on the balance sheet for most leases. The guidance retains the current accounting for lessors and does not make significant changes to the recognition, measurement and presentation of expenses and cash flows by a lessee. Enhanced disclosures will also be required to give financial statement users the ability to assess the amount, timing and uncertainty of cash flows arising from leases. The guidance will be effective for us beginning in the first quarter of fiscal year 2020 and early adoption is permitted. We expect to adopt this guidance on a modified retrospective basis in the first quarter of fiscal year 2020. We are currently evaluating the impact this guidance will have on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This new accounting standard update simplifies the measurement of goodwill by eliminating the step two impairment test. Step two measures a goodwill impairment loss by comparing the implied fair value of goodwill with the carrying amount of that goodwill. The new guidance requires a comparison of our fair value of a reporting unit with the carrying amount and we are required to recognize an impairment charge for the amount by which the carrying amount exceeds the fair value. Additionally, we should consider the income tax effects from any tax deductible goodwill on the carrying amount when measuring the goodwill impairment loss, if applicable. The new guidance becomes effective for goodwill impairment tests in fiscal years beginning after December 15, 2019, though early adoption is permitted. We are currently evaluating the impact this standard will have on our consolidated financial statements. |