Revenue from Contracts with Customers | 2. Revenue from Contracts with Customers Our two primary revenue streams are (i) software delivery, support and maintenance and (ii) client services. Software delivery, support and maintenance revenue consists of all of our proprietary software sales (either under a perpetual or term license delivery model), subscription-based software sales, transaction-related revenue, the resale of hardware and third-party software and revenue from post-contract client support and maintenance services, which include telephone support services, maintaining and upgrading software and ongoing enhanced maintenance. Client services revenue consists of revenue from managed services solutions, such as private cloud hosting, outsourcing and revenue cycle management, as well as other client services and project-based revenue from implementation, training and consulting services. For some clients, we host the software applications licensed from us using our own or third-party servers. For other clients, we offer an outsourced service in which we assume partial to total responsibility for a healthcare organization’s IT operations using our employees. Costs to Obtain or Fulfill a Contract Capitalized costs to obtain or fulfill a contract are amortized over periods ranging from two to six years which represent the initial contract term or a longer period, if renewals are expected and the renewal commission, if any, is not commensurate with the initial commission. We classify such capitalized costs as current or non-current based on the expected timing of expense recognition. The current and non-current portions are included in Prepaid expenses and other current assets, and Other assets, respectively, in our consolidated balance sheets. At December 31, 2021 and 2020, we had capitalized costs to obtain or fulfill a contract of $ 16.5 million and $ 16.8 million, respectively, in Prepaid and other current assets and $ 27.0 million and $ 27.9 million, respectively, in Other assets. During the year ended December 31, 2021 and 2020, we recognized $ 20.5 million and $ 23.6 million, respectively, of amortization expense related to such capitalized costs, which is included in Selling, general and administrative expense within our consolidated statements of operations. Contract Balances The timing of revenue recognition, billings and cash collections results in billed and unbilled accounts receivables, contract assets and customer advances and deposits. Accounts receivable, net includes both billed and unbilled amounts where the right to receive payment is unconditional and only subject to the passage of time. Contract assets include amounts where revenue recognized exceeds the amount billed to the customer and the right to payment is not solely subject to the passage of time. Deferred revenue includes advanced payments and billings in excess of revenue recognized. Our contract assets and deferred revenue are reported in a net position on an individual contract basis at the end of each reporting period. Contract assets are classified as current or long-term based on the timing of when we expect to complete the related performance obligations and bill the customer. Deferred revenue is classified as current or long-term based on the timing of when we expect to recognize revenue. In general, with the exception of fixed fee project-based client service offerings (such as implementation services), we sell our software solutions on date-based milestone events where control transfers and use of the software occurs on the delivery date but the associated payments for the software license occur on future milestone dates. In such instances, unbilled amounts are included in contract assets since our right to receive payment is conditional upon the continued functionality of the software and the provision of ongoing support and maintenance. Our fixed fee project-based client service offerings typically require us to provide the services with either a significant portion or all amounts due prior to service completion. Since our right to payment is not unconditional, amounts associated with work prior to the completion date are also deemed to be contract assets. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct product or service to a customer and is the unit of account under the FASB Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”). A performance obligation is considered distinct when both (i) a customer can benefit from the product or service either on its own or together with other resources that are readily available to the customer and (ii) the promised product or service is separately identifiable from other promises in the contract. Activities related to the fulfillment of a contract that do not transfer products or services to a customer, such as contract preparation or legal review of contract terms, are not deemed to be performance obligations. We generally sell our solutions through contracts with multiple performance obligations where we provide the customer with (1) software licenses, (2) support and maintenance, (3) embedded content such as third-party software and (4) client services. Incremental solutions, such as hardware and managed services are also provided based upon a customer’s preferences and requirements. We deem that a customer is typically able to benefit from a product or service on its own or together with readily available resources when we sell such product or service on a standalone basis. We have historically sold the majority of our performance obligations, with the exception of software licenses, on a standalone basis. Incremental solutions, such as hardware, client services and managed services, are often negotiated and fulfilled on an independent sales order basis as customer needs and requirements change over the course of a relationship period. In addition, support and maintenance and embedded content are provided on a stand-alone basis through the renewal process. Our support and maintenance obligations include multiple discrete performance obligations, with the two largest being unspecified product upgrades or enhancements, and technical support, which can be offered at various points during a contract period. We believe that the multiple discrete performance obligations within our overall support and maintenance obligations can be viewed as a single performance obligation since both the unspecified product upgrades and technical support are activities to fulfill the maintenance performance obligation and are rendered concurrently. The breakdown of revenue recognized based on the origination of performance obligations and elected accounting expedients is presented in the tables below: (In thousands) Three Months Three Months Three Months Three Months Revenue related to deferred revenue balance at beginning of period $ 137,848 $ 151,857 $ 144,696 $ 151,763 Revenue related to new performance obligations satisfied during the period 173,316 158,910 159,149 171,345 Revenue recognized under "right-to-invoice" expedient 56,811 62,422 64,820 68,089 Reimbursed travel expenses, shipping and other revenue 377 525 607 502 Total revenue $ 368,352 $ 373,714 $ 369,272 $ 391,699 (In thousands) Three Months Three Months Three Months Three Months Revenue related to deferred revenue balance at beginning of period $ 105,366 $ 119,545 $ 118,300 $ 138,279 Revenue related to new performance obligations satisfied during the period 216,580 195,308 192,658 182,690 Revenue recognized under "right-to-invoice" expedient 58,059 54,082 54,313 65,108 Reimbursed travel expenses, shipping and other revenue 1,359 369 347 337 Total revenue $ 381,364 $ 369,304 $ 365,618 $ 386,414 (In thousands) Three Months Three Months Three Months Three Months Revenue related to deferred revenue balance at beginning of period $ 93,602 $ 113,288 $ 116,812 $ 136,460 Revenue related to new performance obligations satisfied during the period 248,126 233,293 227,954 214,952 Revenue recognized under "right-to-invoice" expedient 55,923 62,245 61,814 60,826 Reimbursed travel expenses, shipping and other revenue 1,467 2,057 1,700 2,092 Total revenue $ 399,118 $ 410,883 $ 408,280 $ 414,330 The aggregate amount of contract transaction price related to remaining unsatisfied performance obligations (commonly referred to as “backlog”) represents contracted revenue that has not yet been recognized and includes both deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. Total backlog equaled $ 3.8 billion as of December 31, 2021, of which we expect to recognize approximately 34 % over the next 12 months, and the remaining 66 % thereafter. Transaction price and allocation Our contracts with customers often include multiple distinct performance obligations such as software licenses, software support and maintenance, hardware, client services, private cloud hosting and Software-as-a-Service. We adjust the transaction price on a contract-by-contract basis for (i) the effect of the time value of money when a contract has a significant financing component and/or (ii) customer discounts and incentives deemed to be variable consideration. We then allocate the contract transaction price to the distinct performance obligations in the contract. Such allocation is based on the stand-alone selling price (“SSP”) of each distinct performance obligation. The transaction price allocated to each distinct performance obligation is adjusted for discounts offered to customers that are outside of the Company’s established sufficiently narrow ranges for distinct performance obligations’ SSPs on a relative SSP basis. We use observable stand-alone pricing to determine the SSP for each distinct performance obligation. Such observable SSPs are based upon our listed sales prices and consider discounts offered to customers. In instances where SSP is not directly observable because we do not sell the product or service separately, we determine the SSP through the residual approach or cost-plus margin models using information that includes market conditions and other observable inputs. Such instances primarily relate to sales of new products and service offerings and our acute suite of software licenses. Our acute suite of software licenses is sold to a diverse set of customers for a broad range of amounts and, therefore, SSP is not discernible from past transactions due to the high variability of selling prices. Our products and services are generally not sold with a right of return, except for certain hardware sales, which are not material to our consolidated revenue. We may provide credits or incentives on a contract-by-contract basis which are accounted for either as a material right or as variable consideration, respectively, when allocating the transaction price. Such credits and incentives have historically not been significant. We do not provide additional warranties to clients above and beyond warranties that the solutions purchased will perform in accordance with the agreed-upon specifications. On rare occasions, when additional warranties are granted, we evaluate on a case-by-case basis whether the additional warranty granted represents a separate performance obligation. Accounting Policy Elections and Practical Expedients We have elected to exclude from the measurement of the transaction price any contractual indexing (e.g. consumer price index), shipping costs and all taxes (e.g., sales, use, value-added) assessed by government authorities and collected from a customer. Therefore, revenue is recognized net of such taxes. We contract with customers to deliver and ship tangible products within the normal course of business, such as computer hardware. The control of the products transfers to the customer when the product reaches the shipper based on free on board (FOB) shipping clauses in these situations. We have elected to use the practical expedient allowed under ASC 606 to account for shipping and handling activities that occur after the customer has obtained control of a promised good as fulfillment costs rather than as an additional promised service and, therefore, we do not allocate a portion of the transaction price to a shipping service obligation. We record as revenue any amounts billed to customers for shipping and handling costs and record as cost of revenue the actual shipping costs incurred. Our standard contract terms allow for the reimbursement by a customer for certain travel expenses necessary to provide on-site services to the customer, such as implementation and training. Such reimbursed travel expenses are reported on a gross basis. Since such reimbursed travel expenses do not represent a distinct good or service nor incremental value provided to a customer, a performance obligation is deemed not to exist. In certain situations, however, when the allowable reimbursable expenses amount is capped, we believe that such cap represents the most likely amount of variable consideration and the capped amount is included in the total contract transaction price. In accordance with ASC 606, if an entity has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date, the entity may recognize revenue in the amount to which the entity has a right to invoice (“right-to-invoice” practical expedient). We have elected to utilize this expedient as it relates to transaction-based services (such as revenue cycle management) and electronic data interchange transactions. Revenue Recognition We recognize revenue only when we satisfy an identified performance obligation (or bundle of obligations) by transferring control of a promised product or service to a customer. We consider a product or service to be transferred when a customer obtains control because a customer has sole possession of the right to use (or the right to direct the use of) the product or service for the remainder of its economic life or to consume the product or service in its own operations. We evaluate the transfer of control primarily from the customer’s perspective as this reduces the risk that revenue is recognized for activities that do not transfer control to the customer. The majority of our revenue is recognized over time because a customer continuously and simultaneously receives and consumes the benefits of our performance. The exceptions to this pattern are our sales of perpetual and term software licenses, and hardware, where we determined that a customer obtains control of the asset upon granting of access, delivery or shipment. The following table summarizes the pattern of revenue recognition for our most significant performance obligations: Performance Obligation Revenue Type Recurring or Non-recurring Nature Revenue Measure of progress Support and maintenance ("SMA") Software delivery, support and maintenance Recurring Over time Output method (time elapsed) – revenue is recognized ratably over the contract term Software as a service ("SaaS") Software delivery, support and maintenance Recurring Over time Output method (time elapsed) – revenue is recognized ratably over the contract term Private cloud hosting Client services Recurring Over time Output method (time elapsed) – revenue is recognized ratably over the contract term Client/Education services Client services Non-recurring Over time Input method (cost to cost) – revenue is recognized proportionally over the service implementation based on hours Outsourcing services Client services Recurring Over time Input method (cost to cost) – revenue is recognized proportionally over the outsourcing period Payerpath Software delivery, support and maintenance Recurring Over time Output method ("right-to-invoice" practical expedient) – value transferred to the customer is reflected on invoicing. Software licenses Software delivery, support and maintenance Non-recurring Point in time Upon electronic delivery Hardware Software delivery, support and maintenance Non-recurring Point in time Upon shipment Consulting Services Client services Non-recurring Over time Output method ("right-to-invoice" practical expedient) – value transferred to the customer is reflected on invoicing. Recurring software delivery, support and maintenance revenue consists of recurring subscription-based software sales, support and maintenance revenue, and recurring transaction-related revenue. Non-recurring software delivery, support and maintenance revenue consists of perpetual software licenses sales, resale of hardware and non-recurring transaction-related revenue. Recurring client services revenue consists of revenue from managed services solutions, such as outsourcing, private cloud hosting and revenue cycle management. Non-recurring client services revenue consists of project-based client services revenue. SMA, SaaS and private cloud hosting performance obligations are deemed to be performance obligations satisfied evenly over time as these are fulfilled as stand-ready obligations to perform. Client services, such as those relating to implementation, consulting, training or education, are generally not fulfilled evenly over the contract period, but rather over a shorter timeline where work effort can increase, or decline based upon stages of the project work effort. These client services are typically quoted to a customer as a fixed fee amount that covers the implementation effort. Delivery progress for these services is measured by establishing an approved cost budget with labor hour inputs utilized to gauge percentage of completion of the work effort. Therefore, revenue for our client, education and outsourcing services is recognized proportionally with the progress of the implementation work effort. Payerpath transaction volume and other transaction-based service obligations, such as revenue cycle management services, are fulfilled over time but are not provided evenly over the contract period and reliable inputs are not available to track progress of completion. We determined that value is provided to the customer throughout the contract period and the pricing charged to the customer varies on a monthly basis, based upon the volume of the customer’s transactions processed in that respective period. The invoiced amount to the customer represents this value and, accordingly, the practical expedient to recognize revenue based upon invoicing is most appropriate. We considered the specific implementation guidance for accounting for licenses of intellectual property (“IP”) to determine if point in time or over time recognition was more appropriate. The first step in the licensing framework is to determine whether the license is distinct or combined with other goods and services. Our software licensing products are distinct from the implementation services. Significant contracts are reviewed to determine if the software requires significant customizations or interfaces. In all instances, we determined that we are offering functional IP as compared with a symbolic IP. Functional IP is a right to use IP because the IP has standalone functionality and a customer can use the IP as it exists at a point in time. Disaggregation of Revenue We disaggregate our revenue from contracts with customers based on the type of revenue and nature of revenue stream, as we believe those categories best depict how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. The below tables summarize revenue by type and nature of revenue stream as well as by our reportable segments: Year Ended December 31, (In thousands) 2021 2020 2019 Revenue: Recurring revenue $ 1,209,746 $ 1,222,731 $ 1,278,456 Non-recurring revenue 293,291 279,969 354,155 Total revenue $ 1,503,037 $ 1,502,700 $ 1,632,611 Year Ended December 31, 2021 (In thousands) Hospitals and Large Physician Practices Veradigm Unallocated Amounts Total Software delivery, support and maintenance $ 446,309 $ 452,933 $ 16,944 $ 916,186 Client services 481,281 99,275 6,295 586,851 Total revenue $ 927,590 $ 552,208 $ 23,239 $ 1,503,037 Year Ended December 31, 2020 (In thousands) Hospitals and Large Physician Practices Veradigm Unallocated Amounts Total Software delivery, support and maintenance $ 472,130 $ 432,009 $ 19,598 $ 923,737 Client services 478,025 95,959 4,979 578,963 Total revenue $ 950,155 $ 527,968 $ 24,577 $ 1,502,700 Year Ended December 31, 2019 (In thousands) Hospitals and Large Physician Practices Veradigm Unallocated Amounts Total Software delivery, support and maintenance $ 541,904 $ 448,380 $ 20,709 $ 1,010,993 Client services 510,363 106,530 4,725 621,618 Total revenue $ 1,052,267 $ 554,910 $ 25,434 $ 1,632,611 Contract Assets – Estimate of Credit Losses We adopted ASU 2016-13 on January 1, 2020 using the cumulative-effect adjustment transition method. The guidance required the recognition of lifetime estimated credit losses expected to occur for contract assets and trade receivables. The guidance also required that we pool assets with similar risk characteristics and consider current economic conditions when estimating losses. The adoption of ASU 2016-13 for contract assets was recorded as a debit to retained earnings of $ 5.3 million as of January 1, 2020. Refer to Note 3, "Accounts Receivable", for the adoption impact related to trade receivables. At adoption, we segmented the contract asset population into pools based on their risk assessment. Risks related to contract assets are a customer’s inability to pay or bankruptcy. Each pool was defined by their internal credit assessment and business size. The pools were aligned with management’s review of financial performance at the time. In the fourth quarter of 2020, we used each customer’s primary business unit in our pooling determination. This assessment provides additional information of the customer including size, segment and industry. Using this perspective, we added one new pool. We reallocated pools and loss rates accordingly and noted slight shifts in each pool. The new pools are aligned with management’s review of financial performance. For the year ended December 31, 2021, no other adjustments to the pools were necessary. We utilized a loss-rate method to measure expected credit loss for each pool. The loss rate is calculated using a twenty-four-month lookback period of credit memos and adjustments divided by the average contract asset balance for each pool during that period. We considered current and anticipated future economic conditions, including how the COVID-19 pandemic is impacting the global economy, internal forecasts, cash collection and credit memos written during the current period when assessing loss rates. We reviewed these factors and concluded that no adjustments should be made to the historical loss rate data. The December 31, 2021 analysis resulted in a reduction to the ending estimate of credit losses. Changes in the estimate of credit losses for contract assets are presented in the table below. Year Ended December 31, (In thousands) 2021 2020 Beginning Balance $ 5,341 $ 5,341 Current period provision ( 2,000 ) 0 Ending Balance $ 3,341 $ 5,341 Less: Contract assets, short-term 1,068 1,068 Total contract assets, long-term $ 2,273 $ 4,273 |