Revenue from Contracts with Customers | Revenue from Contracts with Customers Effective January 1, 2018, we adopted ASC 606 under the modified retrospective transition method. This method was applied to contracts that were not complete as of the date of initial application. The following is a summary of new and/or revised significant accounting policies affected by our adoption of ASC 606, which relate primarily to revenue and cost recognition. Refer to Note 2, Summary of Significant Accounting Policies , in our Annual Report on Form 10-K for the year ended December 31, 2017 for the policies in effect for revenue and cost recognition prior to January 1, 2018 and for all other significant accounting policies. For further information regarding the adoption of ASC 606, see Note 1, Accounting Pronouncements Recently Adopted . We generate products revenue from the sale of (1) term or perpetual software licenses for our Nexpose, Metasploit, AppSpider and Komand products, and associated content subscriptions for our Nexpose and Metasploit products, (2) cloud-based subscriptions for our InsightIDR, InsightVM, InsightAppSec, Logentries and InsightOps products and (3) managed services offerings which utilize either our InsightVM, AppSpider or InsightIDR products. We also generate an immaterial amount of appliance revenue that is included in our products revenue. We generate maintenance and support revenue associated with customers’ purchases of our software licenses for Nexpose, Metasploit, AppSpider and Komand. We generate professional service revenue from the sale of our deployment and training services related to our solutions, incident response services and security advisory services. Our deployment services educate and assist our customers on the best use and best practices to deploy our solutions. In accordance with ASC 606, revenue is recognized when a customer obtains control of promised products or services. The amount of revenue recognized reflects the consideration that we expect to be entitled to receive in exchange for these products or services. To achieve the core principle of this standard, we apply the following five steps: 1) Identify the contract with a customer We consider the terms and conditions of the contracts and our customary business practices in identifying our contracts under ASC 606. We determine we have a contract with a customer when the contract is approved, we can identify each party’s rights regarding the services to be transferred, we can identify the payment terms for the services, and we have determined the customer has the ability and intent to pay and the contract has commercial substance. We apply judgment in determining the customer’s ability and intent 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, credit and financial information pertaining to the customer. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the products and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the product or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the products or services is separately identifiable from other promises in the contract. 3) Determine the transaction price The transaction price is determined based on the consideration to which we expect to be entitled in exchange for transferring products or services to the customer. Variable consideration is included in the transaction price if, in our judgment, it is probable that no significant future reversal of cumulative revenue under the contract will occur. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to receive financing from our customers or to provide customers with financing. Examples include invoicing at the beginning of a subscription term with revenue recognized ratably over the contract period. 4) Allocate the transaction price to 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”). 5) Recognize revenue when or as we satisfy a performance obligation Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product or service to a customer. Revenue is recognized when control of the products or services are transferred to our customers, in an amount that reflects the consideration that we expect to receive in exchange for those products or services. The following table summarizes revenue from contracts with customers for the three months ended March 31, 2018 (in thousands): Subscription revenue $ 28,710 Term and perpetual software licenses 5,619 Maintenance and support 10,753 Professional services 8,483 Other 950 Total revenue $ 54,515 The following table summarizes the revenue by region based on the shipping address of customers who have contracted to use our product or service for the three months ended March 31, 2018 (in thousands): United States $ 44,210 All other 10,305 Total revenue $ 54,515 Subscription Revenue Subscription revenue consists of revenue from our cloud-based subscription, managed services offerings and content subscriptions associated with our software licenses. We generate cloud-based subscription revenue primarily from sales of subscriptions to access our cloud platform, together with related support services to our customers. These arrangements do not provide the customer with the right to take possession of our software operating on our cloud platform at any time. Instead, customers are granted continuous access to our cloud platform over the contractual period. Revenue is recognized over time on a ratable basis over the contract term beginning on the date that our service is made available to the customer. Our cloud-based subscription contracts generally have terms of 1 to 3 years which are billed in advance and non-cancelable. Managed services offerings consist of fees generated when we operate our software and provide our capabilities on behalf of our customers. Revenue is recognized on a ratable basis over the contract term beginning on the date that our service is made available to the customer. Our managed services offerings generally have terms of 1 to 3 years which are billed in advance and non-cancelable. Revenue related to our content subscriptions associated with our software licenses is recognized ratably over the contractual period. Some of our customers have the option to purchase additional subscription and support services at a stated price. These options generally do not provide a material right as they are priced at our SSP. Certain subscription contracts contain service level commitments, which entitle our customers to receive service credits and, in certain cases, refunds, if our services do not meet certain levels. These service credits and refunds represent variable consideration. We have historically not experienced any significant incidents affecting the defined levels of reliability and performance as required by our subscription contracts and accordingly, no estimated refunds have been considered in the allocation of the transaction price. Term and Perpetual Software Licenses For our perpetual software licenses where the utility to the customer is dependent on the continued delivery of content subscriptions, the content subscription renewal options result in a material right with respect to the perpetual software license. As a result, the revenue attributable to the perpetual software license is recognized ratably over the customer’s estimated economic life of 5 years, which represents a longer period of time in comparison to the initial contractual period of maintenance and support. The estimated economic life of 5 years represents the period which the customer is expected to benefit from the material right. We estimated this period of benefit by taking into consideration several factors, including the terms and conditions of our customer contracts and renewals and the expected useful life of our technology. For our term software licenses where the utility to the customer is dependent on the continued delivery of content subscriptions, we recognize the license revenue over the contractual term of the arrangement as a material right does not exist. For our term and perpetual software licenses which are not dependent on the continued delivery of content subscriptions, the license is considered distinct from the maintenance and support, and we therefore recognize revenue attributable to the license at the time of delivery. Maintenance and Support Maintenance and support services are sold with our perpetual and term software licenses. As maintenance and support services are distinct from the perpetual and term software license, revenue attributable to maintenance and support services is recognized ratably over the contractual period. Professional Services All of our professional services are considered distinct performance obligations when sold stand alone or with other products. These contracts generally have terms of one year or less. For the majority of these contracts, revenue is recognized over time based upon the proportion of work performed to date. Other Other revenue primarily includes revenue from delivery of appliances and other miscellaneous revenue . Contracts with Multiple Performance Obligations The majority of our contracts with customers contain multiple performance obligations. For these contracts, we account for individual performance obligations separately if they are considered distinct. The transaction price is allocated to the separate performance obligations on a relative SSP basis. We determine SSP based on our overall pricing objectives, taking into consideration market conditions and other factors, including the geographic locations of our customers and selling method (i.e., partner or direct). Contract Balances Contract liabilities consist of deferred revenue and include payments received in advance of performance under the contract. Such amounts are recognized as revenue over the contractual period consistent with the above methodology. For the three months ended March 31, 2018, we recognized revenue of $46.5 million that was included in the corresponding contract liability balance at the beginning of the period presented. We receive payments from customers based upon contractual billing schedules. Accounts receivable are recorded when the right to consideration becomes unconditional. Contract assets, or unbilled receivables, include amounts related to our contractual right to consideration for both completed and partially completed performance obligations that may not have been invoiced. As of January 1, 2018 and March 31, 2018, contract assets of $0.3 million and $0.5 million , respectively, are included in prepaid expenses and other current assets in our consolidated balance sheet. Costs to Obtain or Fulfill a Contract We capitalize commission expenses paid to internal sales personnel and partner referral fees that are incremental to obtaining customer contracts. These costs are recorded as deferred contract acquisition costs in the consolidated balance sheets. Costs to obtain a contract for a new customer, up-sell or cross-sell are amortized on a straight-line basis over an estimated period of benefit of 5 years. We determined the estimated period of benefit by taking into consideration the contractual term and expected renewals of customer contracts, our technology and other factors, including the fact that commissions paid on renewals are not commensurate with commissions paid on initial sales transactions. We periodically review the carrying amount of deferred contract acquisition costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit. Commissions paid relating to contract renewals are deferred and amortized on a straight-line basis over the related renewal period. Costs to obtain a contract for professional services arrangements are expensed as incurred in accordance with the practical expedient as the contractual period of our professional services arrangements are one year or less. Amortization expense associated with deferred contract acquisition costs is recorded to sales and marketing expense in the accompanying consolidated statements of operations. We capitalize costs incurred to fulfill our contracts that relate directly to the contract, are expected to generate resources that will be used to satisfy our performance obligations and are expected to be recovered through revenue generated under the contract. Contract fulfillment costs are amortized on a straight-line basis over the estimated period of benefit and recorded as cost of products in our consolidated statement of operations. The following table summarizes the activity of the deferred contract acquisition and fulfillment costs: Three Months Ended March 31, 2018 (in thousands) Beginning balance $ 27,165 Capitalization of contract acquisition and fulfillment costs 3,733 Amortization of deferred contract acquisition and fulfillment costs (2,020 ) Ending balance $ 28,878 Transaction price allocated to the remaining performance obligations The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied as of March 31, 2018. The estimated revenues do not include unexercised contract renewals. Remainder of 2018 2019 2020 and thereafter (in thousands) Subscription revenue $ 67,921 $ 36,817 $ 18,468 Software licenses 11,665 12,344 21,030 Maintenance and support 25,398 11,369 4,348 The amounts presented in the table above primarily consist of fixed fees which are typically recognized ratably as the performance obligation is satisfied. As of March 31, 2018, the estimated revenue expected to be recognized in the future related to professional services is $13.7 million . We will recognize this revenue as the professional services are completed, which is expected to occur within the next 12 months or less. Transition Disclosures In accordance with the modified retrospective method transition requirements, we will present the financial statement line items impacted and adjusted to compare to presentation under ASC 605 for each of the interim and annual periods during the first year of adoption of ASC 606. The following tables summarize the impact as of and for the three months ended March 31, 2018. As of March 31, 2018 Balance Sheet As Reported under ASC 606 Proforma as if ASC 605 was in effect (in thousands) Cash and cash equivalents $ 99,646 $ 99,646 Short-term investments 29,630 29,630 Accounts receivable, net 38,718 38,718 Deferred contract acquisition and fulfillment costs, current portion 8,583 — Prepaid expenses and other current assets 12,232 11,949 Long-term investments 1,096 1,096 Property and equipment, net 9,238 9,238 Goodwill 83,164 83,164 Intangible assets, net 16,316 16,316 Deferred contract acquisition and fulfillment costs, non-current portion 20,295 — Other assets 1,552 1,552 Total assets $ 320,470 $ 291,309 Accounts payable $ 5,669 $ 5,669 Accrued expenses 18,372 18,372 Deferred revenue, current portion 140,448 152,336 Other current liabilities 1,702 1,702 Deferred revenue, non-current portion 78,450 61,730 Other long-term liabilities 1,907 1,478 Total liabilities 246,548 241,287 Common stock 462 462 Treasury stock (4,764 ) (4,764 ) Additional paid-in-capital 503,669 503,669 Accumulated other comprehensive loss (44 ) (44 ) Accumulated deficit (425,401 ) (449,301 ) Total stockholders’ equity 73,922 50,022 Total liabilities and stockholders’ equity $ 320,470 $ 291,309 Total reported assets were $29.2 million greater than the proforma balance sheet, which assumes the previous guidance remained in effect as of March 31, 2018, largely due to deferred contract acquisition costs of $28.9 million . Total reported liabilities were $5.3 million greater than the proforma balance sheet primarily due to changes in deferred revenue and deferred tax liabilities. Three Months Ended March 31, 2018 Statement of Operations As Reported under ASC 606 Proforma as if ASC 605 was in effect (in thousands, except share and per share data) Revenue: Products $ 35,279 $ 37,766 Maintenance and support 10,753 11,682 Professional services 8,483 8,753 Total revenue 54,515 58,201 Cost of revenue: Products 8,436 8,464 Maintenance and support 1,849 1,849 Professional services 6,309 6,303 Total cost of revenue 16,594 16,616 Total gross profit 37,921 41,585 Operating expenses: Research and development 16,722 16,722 Sales and marketing 29,052 30,743 General and administrative 8,732 8,732 Total operating expenses 54,506 56,197 Loss from operations (16,585 ) (14,612 ) Other income (expense), net: Interest income (expense), net 241 241 Other income (expense), net 78 78 Loss before income taxes (16,266 ) (14,293 ) Provision for income taxes 95 95 Net loss $ (16,361 ) $ (14,388 ) Net loss per share, basic and diluted $ (0.36 ) $ (0.32 ) Weighted-average common shares outstanding, basic and diluted 45,210,250 45,210,250 The following summarizes the significant changes on the consolidated statement of operations for the three months ended March 31, 2018 as a result of the adoption of ASC 606 on January 1, 2018 compared to if we had continued to recognize revenue under ASC 605: • Products revenue decreased $2.5 million under ASC 606 primarily due to perpetual licenses revenue which are dependent on the continued delivery of content subscriptions and the change in the allocation of contract consideration to a relative fair value method under ASC 606 from residual method under ASC 605. As a result of the allocation change, more contract consideration is allocated to license revenue under ASC 606. Given the utility of certain of our perpetual license products are dependent on the continued delivery of content subscriptions, the content subscription renewal option results in a material right with respect to the perpetual license. As a result, revenue allocated to the perpetual license is recognized ratably over the customer's estimated economic life of 5 years rather than over the contractual period of maintenance and support, typically one to three years. • Maintenance and support revenue decreased $0.9 million under ASC 606 primarily due to the change in the allocation of contract consideration to the relative fair value method under ASC 606 from the residual method under ASC 605. As a result of the allocation change, more contract consideration is allocated to license revenue under ASC 606. • Professional services revenue decreased $0.3 million under ASC 606. Under ASC 606, the professional services represent distinct performance obligations and therefore are recognized as such services are performed. Under ASC 605, professional services sold together with term or perpetual licenses were recognized ratably over the contractual period of maintenance and support. • Sales and marketing expense decreased $1.7 million under ASC 606 primarily due to the capitalization of commissions considered direct and incremental costs to obtain a contract in the three months ended March 31, 2018 partially offset by amortization of capitalized commissions recorded as part of the cumulative effect adjustment upon adoption of ASC 606. Three Months Ended March 31, 2018 Statement of Cash Flows As Reported under ASC 606 Proforma as if ASC 605 was in effect (in thousands) Net loss $ (16,361 ) $ (14,388 ) Adjustments to reconcile net loss to net cash provided by operating activities 8,875 8,875 Changes in operating assets and liabilities: Accounts receivable 34,722 34,722 Deferred contract acquisition and fulfillment costs (1,713 ) — Prepaid expenses and other assets (3,190 ) (2,936 ) Accounts payable 3,219 3,219 Accrued expenses (11,317 ) (11,317 ) Deferred revenue (6,495 ) (10,435 ) Other liabilities (444 ) (444 ) Net cash provided by operating activities 7,296 7,296 The adoption of ASC 606 resulted in offsetting changes in operating assets and liabilities and had no impact on net cash flow from operations. |