Revenue, deferred revenue, and deferred commissions | 2. Revenue, deferred revenue and deferred commissions Effective January 1, 2018, the Company adopted ASC 606 using the full retrospective method, which requires the Company to present its historical financial information for fiscal years 2017 and 2016 as if the new revenue guidance had been applied to all prior periods. The most significant impact of the standard relates to the timing of revenue recognition for software licenses sold with professional services where the Company did not have vendor specific objective evidence (VSOE) for professional services under prior guidance. Under the new standard, the requirement to have VSOE for undelivered elements is eliminated and the Company recognizes revenue for software licenses upon transfer of control to its customers. Additionally, the new standard requires the capitalization and amortization of costs related to obtaining a contract, such as sales commissions, which were previously recorded as an expense to sales and marketing at the time incurred. 606 Adoption Impact to Previously Reported Results The Company adjusted its consolidated financial statements from amounts previously reported due to the adoption of ASC 606. Select consolidated balance sheet line items, which reflects the adoption of ASC 606, are as follows: Consolidated Balance Sheet As of December 31, 2017 (in thousands) As Reported Impact of Adoption As Adjusted Other receivables $ 1,170 $ 161 (1) $ 1,331 Deferred commissions — 10,301 (2) 10,301 Deferred revenue - current 47,276 (6,542 ) (1) 40,734 Deferred revenue - long-term 16,438 (2,021 ) (1) 14,417 Total deferred revenue $ 63,714 $ (8,563 ) $ 55,151 Stockholders' equity $ 108,975 $ 19,025 $ 128,000 (1) Impact of cumulative change in revenue. (2) Impact of cumulative change in commissions expense. Select consolidated statement of operations line items, which reflects the adoption of ASC 606, are as follows: Consolidated Statement of Operations Year ended December 31, 2017 Year ended December 31, 2016 (in thousands, except per share data) As Reported Impact of Adoption As Adjusted As Reported Impact of Adoption As Adjusted Revenue Product Device $ 60,869 $ 877 $ 61,746 $ 50,061 $ 553 $ 50,614 Software 27,996 1,843 29,839 20,606 3,015 23,621 Total product 88,865 2,720 91,585 70,667 3,568 74,235 Service Maintenance and support 52,542 (200 ) 52,342 43,438 (30 ) 43,408 Professional services and training 21,141 921 22,062 13,591 792 14,383 Total service 73,683 721 74,404 57,029 762 57,791 Total revenue $ 162,548 $ 3,441 $ 165,989 $ 127,696 $ 4,330 $ 132,026 Gross profit $ 97,621 $ 3,441 $ 101,062 $ 78,621 $ 4,330 $ 82,951 Operating expenses $ 111,641 $ 121 $ 111,762 $ 95,576 $ (1,537 ) $ 94,039 Loss from operations $ (14,020 ) $ 3,320 $ (10,700 ) $ (16,955 ) $ 5,867 $ (11,088 ) Net loss $ (14,217 ) $ 3,320 $ (10,897 ) $ (17,267 ) $ 5,867 $ (11,400 ) Basic net income (loss) per share $ (0.50 ) $ 0.12 $ (0.38 ) $ (0.64 ) $ 0.22 $ (0.42 ) Diluted net income (loss) per share $ (0.50 ) $ 0.12 $ (0.38 ) $ (0.64 ) $ 0.22 $ (0.42 ) Revenue by geographic region, based on customer location, adjusted for the adoption of ASC 606, is as follows: Year ended December 31, 2017 Year ended December 31, 2016 (in thousands) As Reported Impact of Adoption As Adjusted As Reported Impact of Adoption As Adjusted Revenue United States $ 145,548 $ 3,445 $ 148,993 $ 114,160 $ 4,118 $ 118,278 International 17,000 (4 ) 16,996 13,536 212 13,748 Total revenue $ 162,548 $ 3,441 $ 165,989 $ 127,696 $ 4,330 $ 132,026 The adoption impacted certain line items in the cash flows from operating activities as follows: Cash flows from operating activities: Year ended December 31, 2017 Year ended December 31, 2016 (in thousands) As Reported Impact of Adoption As Adjusted As Reported Impact of Adoption As Adjusted Net loss $ (14,217 ) $ 3,320 $ (10,897 ) $ (17,267 ) $ 5,867 $ (11,400 ) Adjustments to reconcile net loss to net cash provided by operating activities: Other receivables 41 (161 ) (120 ) 120 — 120 Deferred commissions — 121 121 — (1,538 ) (1,538 ) Deferred revenue 8,714 (3,280 ) 5,434 11,192 (4,329 ) 6,863 The core principle of ASC 606 is to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This principle is achieved through applying the following five-step approach: • Identification of the contract, or contracts, with a customer - A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. Customer payments received by the Company are non-refundable. • Identification of the performance obligations in the contract - Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are capable of being both: a) functionally distinct, whereby the customer can benefit from the goods or service either on their own or together with other resources that are readily available from third parties or from the Company, and b) contractually distinct, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods or services, the Company applies judgment to determine whether promised goods or services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised goods or services are accounted for as a combined performance obligation. • Determination of the transaction price - The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods or services to the customer. • Allocation of the transaction price to the performance obligations in the contract - If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price, (SSP) basis. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. • Recognition of revenue when, or as, the Company satisfies a performance obligation - The Company satisfies performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised good or service to a customer. Disaggregation of Revenue A typical sales arrangement involves multiple arrangements, such as sales of the Company’s proprietary communication device ("Vocera Badge"), perpetual software licenses, professional services, and maintenance and support services which entitle customers to unspecified upgrades, patch releases and telephone-based support. The following table depicts the disaggregation of revenue according to revenue type and is consistent with how the Company evaluates its financial performance: Years ended December 31, (in thousands) 2018 2017 2016 Revenue Product Device $ 60,130 $ 61,746 $ 50,614 Software 37,317 29,839 23,621 Total product 97,447 91,585 74,235 Service Maintenance and support 62,267 52,342 43,408 Professional services and training 19,916 22,062 14,383 Total service 82,183 74,404 57,791 Total revenue $ 179,630 $ 165,989 $ 132,026 Device revenue - In transactions where the Company delivers hardware, the Company considers itself to be the principal in the transaction and records revenue and costs of goods sold on a gross basis. Hardware revenue is generally recognized upon transfer of control to the customer. Software revenue - Revenue from the Company’s software products is generally recognized upon transfer of control to the customer. Maintenance and support revenue - The Company generates maintenance and support revenue primarily from post contract support (PCS) contracts, and, to a lesser extent, from sales of extended warranties on the Vocera Badge. The majority of software sales are in conjunction with PCS contracts, which generally have one-year terms. The Company recognizes revenue from PCS contracts ratably over the contractual service period. The service period typically commences upon transfer of control of the corresponding software products to the customer. The Company recognizes revenue from extended warranty contracts ratably over their contractual service period, which is typically one year. This period starts one year from the date on which the transfer of control on the underlying hardware occurs because the hardware generally carries a one-year warranty. Professional services and training revenue - Professional services and training revenue is generated when the Company installs and configures its software and devices at new or existing customer sites. The Company recognizes revenue related to professional services as they are performed. Contracts with multiple performance obligations - Some of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative stand-alone selling price basis. For deliverables that are routinely sold separately, such as maintenance and support on the core offerings, the Company determines SSP by evaluating renewals over the trailing 12-months. For those that are not sold routinely, the Company determines SSP based on its overall pricing trends and objectives, taking into consideration market conditions and other factors, including the value of the contracts and the products sold. Contract balances - The timing of revenue recognition, billings and cash collections result in billed accounts receivable, unbilled accounts receivable (contract asset). Accounts receivable are recorded at the invoiced amount. A receivable is recognized in the period the Company delivers goods or provides services or when the right to consideration is unconditional. Payment terms on invoiced amounts are typically 30 days. The balance of accounts receivable, net of allowance for doubtful accounts, as of December 31, 2018 and 2017 is presented in the accompanying consolidated balance sheets. As of December 31, 2018 and 2017 contract assets totaled $2.4 million and $0.2 million . Costs to obtain and fulfill a contract - The Company capitalizes certain incremental contract acquisition costs consisting primarily of commissions paid and the related payroll taxes when customer contracts are signed. The Company determines whether costs should be deferred based on its sales compensation plans, if the commissions are incremental and would not have been incurred absent the execution of the customer contract. Sales commissions for renewals of customer contracts are not commensurate with the commissions paid for the acquisition of the initial contract given the substantive difference in commission rates in proportion to their respective contract values. Commissions paid upon the initial acquisition of a contract are amortized over the estimated period of benefit, which may exceed the term of the initial contract. Accordingly, amortization of deferred costs is recognized on a systematic basis that is consistent with the pattern of revenue recognition allocated to each performance obligation and is included in sales and marketing expense in the consolidated statements of operations. The Company determines its estimated period of benefit, up to five years, by evaluating the expected renewals of its customer contracts, the duration of its relationships with its customers and other factors. Deferred costs are periodically reviewed for impairment. Changes in the balance of total deferred commissions (contract asset) during the year ended December 31, 2018 and 2017 are as follows: (in thousands) December 31, 2017 *As Adjusted Additions Commissions Recognized December 31, 2018 Deferred commissions $ 10,301 $ 8,327 $ (8,325 ) $ 10,303 (in thousands) December 31, 2016 *As Adjusted Additions Commissions Recognized December 31, 2017 *As Adjusted Deferred commissions $ 10,422 $ 8,201 $ (8,322 ) $ 10,301 Of the $10.3 million total deferred commissions balance as of December 31, 2018, the Company expects to recognize approximately 46.6% as commission expense over the next 12 months and the remainder thereafter. Deferred revenue - The Company records deferred revenue when cash payments are received in advance of the performance under the contract. The current portion of deferred revenue represents the amounts that are expected to be recognized as revenue within one year of the consolidated balance sheet date. Changes in the balance of total deferred revenue (contract liability) during the years ended December 31, 2018 and 2017 are as follows: (in thousands) December 31, 2017 *As Adjusted Additions Revenue Recognized December 31, 2018 Deferred revenue $ 55,151 $ 77,969 $ (74,488 ) $ 58,632 (in thousands) December 31, 2016 *As Adjusted Additions Revenue Recognized December 31, 2017 *As Adjusted Deferred revenue $ 49,717 $ 69,519 $ (64,085 ) $ 55,151 * See details above for the summary of adjustments to deferred commission and deferred revenue as a result of the adoption of ASC 606. Revenue recognized during the year ended December 31, 2018 from deferred revenue balances as of December 31, 2017 was $42.6 million . Revenue recognized during the year ended December 31, 2017 from deferred revenue balances as of December 31, 2016 was $41.5 million . The majority of the Company’s “contracted not recognized” performance obligations are not subject to cancellation terms. The Company’s “contracted not recognized” revenue, which represents revenue allocated to performance obligations for revenue contracted, and which includes deferred revenue and non-cancelable amounts that will be invoiced and recognized as revenue in future periods, was $120.4 million as of December 31, 2018, of which the Company expects to recognize approximately 62% of the revenue over the next 12 months and the remainder thereafter. |