Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies We prepared our interim condensed consolidated financial statements in conformity with United States of America generally accepted accounting principles, or GAAP, and the reporting regulations of the Securities and Exchange Commission, or the SEC. They do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying condensed consolidated financial statements include the accounts of SolarWinds Corporation and the accounts of its wholly owned subsidiaries. We have eliminated all intercompany balances and transactions. The interim financial information is unaudited, but reflects all normal adjustments that are, in our opinion, necessary to provide a fair statement of results for the interim periods presented. This interim information should be read in conjunction with the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2018. With the exception of the changes in our revenue recognition and other related policies upon the adoption of new revenue accounting standard described below, there have been no material changes to our significant accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2018. See Recently Adopted Accounting Pronouncements below regarding the impact of the adoption of the new revenue accounting standard and Revenue Recognition for discussion of our updated revenue recognition policies. Use of Estimates The preparation of financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts and the disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The actual results that we experience may differ materially from our estimates. The accounting estimates that require our most significant, difficult and subjective judgments include: • the valuation of goodwill, intangibles, long-lived assets and contingent consideration; • revenue recognition; • stock-based compensation; • income taxes; and • loss contingencies. Recently Adopted Accounting Pronouncements On January 1, 2019 we adopted the Financial Accounting Standards Board, or FASB, Accounting Standards Codification ( “ ASC ” ) No. 2014-09 “Revenue from Contracts with Customers,” or ASC 606, which replaced all existing revenue guidance under ASC 605 “Revenue Recognition,” including prescriptive industry-specific guidance, or ASC 605. This standard’s core principle is that an entity will recognize revenue when it transfers 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. We adopted ASC 606 using the modified-retrospective method. Results for reporting periods beginning after January 1, 2019 are presented in compliance with the new revenue recognition standard ASC 606. Historical financial results for reporting periods prior to 2019 are presented in conformity with amounts previously disclosed under the prior revenue recognition standard, ASC 605. These financial statements include additional information regarding the impacts from the adoption of the new revenue recognition standard on our financial results for the three and nine month periods ended September 30, 2019. This includes the presentation of financial results for the three and nine month periods ended September 30, 2019 under ASC 605 for comparison to the prior year period. The most significantly impacted areas are the following: • License and Recurring Revenue. The adoption of the new standard resulted in changes to the classification and timing of our revenue recognition. Under the new guidance, the requirement to establish VSOE to recognize license revenue separately from the other elements is eliminated. This change impacted the allocation of the transaction price and timing of our revenue recognition between deliverables, or performance obligations, within an arrangement. In addition, we now recognize time-based license revenue upon the transfer of the license and the associated maintenance revenue over the contract period under the new standard instead of recognizing both the license and maintenance revenue ratably over the contract period. The overall adoption impact to total revenue is immaterial, though we have experienced some changes to the timing and classification between license and recurring revenue. Additionally, some historical deferred revenue, primarily from arrangements involving time-based licenses, will never be recognized as revenue and instead has been recorded as a cumulative effect adjustment within accumulated deficit. • Contract Acquisition Costs. We expensed all sales commissions as incurred under the previous guidance. The new guidance requires the deferral and amortization of certain direct and incremental costs incurred to obtain a contract. This guidance requires us to capitalize and amortize certain sales commission costs over the remaining contractual term or over an expected period of benefit, which we have determined to be approximately four to six years . • Other Items. The impact of the adoption of the new standard on income taxes resulted in an increase of deferred income tax liabilities. The adoption of this standard did not impact our total operating cash flows. The cumulative effect of the changes made to our condensed consolidated balance sheet as of January 1, 2019 for the adoption of ASC 606 to all contracts with customers that were not completed as of December 31, 2018 was recorded as an adjustment to accumulated deficit as of the adoption date as follows: December 31, 2018 January 1, 2019 As reported Adjustments As adjusted (in thousands) Assets: Prepaid and other current assets (1) $ 16,267 $ 1,300 $ 17,567 Other assets, net (1) 11,382 3,857 15,239 Total assets (1) 5,194,649 5,157 5,199,806 Liabilities: Current portion of deferred revenue (2) 270,433 (2,338 ) 268,095 Deferred revenue, net of current portion (2) 25,699 (434 ) 25,265 Non-current deferred taxes 147,144 1,662 148,806 Total liabilities 2,578,549 (1,110 ) 2,577,439 Stockholders' equity (deficit): Accumulated deficit (412,328 ) 6,267 (406,061 ) _______ (1) Adjustment represents the impact of the adoption of ASC 606 on deferred contract acquisition costs related to the capitalization of certain sales commissions. See Deferred Commissions below for further discussion. (2) Adjustment represents the impact of the adoption of ASC 606 on our deferred revenue balances. See Deferred Revenue below for further discussion. The impact of adoption of ASC 606 on our condensed consolidated statement of operations and condensed consolidated balance sheet was as follows: Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 As reported ASC 606 ASC 606 impact Without adoption of ASC 606 As reported ASC 606 ASC 606 impact Without adoption of ASC 606 (in thousands) Revenue: Subscription $ 83,122 $ 12 $ 83,134 $ 233,467 $ 366 $ 233,833 Maintenance 113,755 298 114,053 330,840 777 331,617 Total recurring revenue 196,877 310 197,187 564,307 1,143 565,450 License 43,613 (1,161 ) 42,452 120,723 (1,825 ) 118,898 Total revenue $ 240,490 $ (851 ) $ 239,639 $ 685,030 $ (682 ) $ 684,348 Gross profit 175,704 (851 ) 174,853 494,910 (682 ) 494,228 Total operating expenses 141,285 1,361 142,646 400,366 3,952 404,318 Operating income (loss) 34,419 (2,212 ) 32,207 94,544 (4,634 ) 89,910 Net income (loss) $ 4,393 $ (2,212 ) $ 2,181 $ 5,419 $ (4,634 ) $ 785 September 30, 2019 As reported ASC 606 ASC 606 impact Without adoption of ASC 606 (ASC 605) (in thousands) Assets: Prepaid and other current assets $ 24,108 $ (2,199 ) $ 21,909 Other assets, net 20,180 (6,971 ) 13,209 Total assets 5,156,076 (9,170 ) 5,146,906 Liabilities: Current portion of deferred revenue 293,365 2,885 296,250 Deferred revenue, net of current portion 30,706 599 31,305 Non-current deferred taxes 114,919 (1,662 ) 113,257 Total liabilities 2,562,517 1,822 2,564,339 Stockholders' equity (deficit): Accumulated deficit (400,642 ) (10,992 ) (411,634 ) Recent Accounting Pronouncements Not Yet Adopted Under the Jumpstart our Business Startups Act, or the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to non-public companies. As a result of the market value of our common stock held by non-affiliates on June 30, 2019, we will no longer qualify as an emerging growth company as of December 31, 2019 and can no longer take advantage of the extended transition period for adopting new or revised accounting standards. Accordingly, we have revised our planned adoption dates below from the non-public company effective dates to the public company effective dates. In February 2016, FASB issued an accounting standard to provide updated guidance requiring the recognition of all lease assets and liabilities on the balance sheet. The accounting standard required the use of a modified retrospective transition method. In July 2018, FASB issued additional guidance that provides entities with an optional transition method in which an entity can apply the new standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance retained earnings in the period of adoption. The updated accounting guidance is effective for public companies for interim and fiscal periods beginning after December 15, 2018. Early adoption is permitted and the standard provides for certain practical expedients. As we will lose our emerging growth company status as of December 31, 2019, we will retroactively adopt the updated guidance as of January 1, 2019 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. The adoption of the new standard will result in leases currently designated as operating leases being reported on our consolidated balance sheet at their net present value, which will increase total assets and total liabilities. Our total undiscounted lease payments under non-cancellable operating leases was approximately $124.0 million as of December 31, 2018. The standard is not expected to have a material impact to our consolidated statement of operations or consolidated statement of cash flows. In January 2017, FASB issued an accounting standard to simplify the accounting for goodwill impairment. The new guidance removes step two of the two-step quantitative goodwill impairment test, which requires a hypothetical purchase price allocation. The updated guidance is effective for public companies for fiscal years beginning after December 15, 2019 and may be adopted early for any interim or annual goodwill impairment tests performed after January 1, 2017. We expect to adopt the updated guidance in fiscal year 2020. We do not believe that this standard will have a material impact on our consolidated financial statements. Fair Value Measurements We apply the authoritative guidance on fair value measurements for financial assets and liabilities that are measured at fair value on a recurring basis and non-financial assets and liabilities, such as goodwill, intangible assets and property, plant and equipment that are measured at fair value on a non-recurring basis. The guidance establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as follows: Level 1: Unadjusted quoted prices for identical assets or liabilities in active markets accessible by us. Level 2: Inputs that are observable in the marketplace other than those inputs classified as Level 1. Level 3: Inputs that are unobservable in the marketplace and significant to the valuation. See Note 5. Fair Value Measurements for a summary of our financial instruments accounted for at fair value on a recurring basis. The carrying amounts reported in our consolidated balance sheets for cash, accounts receivable, accounts payable and other accrued expenses approximate fair value due to relatively short periods to maturity. Accumulated Other Comprehensive Income (Loss) Changes in accumulated other comprehensive income (loss) by component are summarized below: Foreign Currency Translation Adjustments Accumulated Other Comprehensive Income (Loss) (in thousands) Balance at December 31, 2018 $ 17,043 $ 17,043 Other comprehensive gain (loss) before reclassification (60,994 ) (60,994 ) Amount reclassified from accumulated other comprehensive income (loss) — — Net current period other comprehensive income (loss) (60,994 ) (60,994 ) Balance at September 30, 2019 $ (43,951 ) $ (43,951 ) Revenue Recognition We generate recurring revenue from fees received for subscriptions and from the sale of maintenance services associated with our perpetual license products and license revenue from the sale of our perpetual license products. We recognize revenue related to contracts from customers when we transfer 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 is determined by following a five-step process which includes (1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price, and (5) recognizing revenue when or as we satisfy a performance obligation, as described below. • Identify the contract with a customer. We generally use a purchase order, an authorized credit card, an electronic or manually signed license agreement, or the receipt of a cash payment as evidence of a contract with a customer provided that collection is considered probable. We sell our products through our direct sales force and through our distributors and resellers. Our distributors and resellers do not carry inventory of our software and we generally require them to specify the end user of the software at the time of the order. If the distributor or reseller does not provide end-user information, then we will generally not fulfill the order. Our distributors and resellers have no rights of return or exchange for software that they purchase from us and payment for these purchases is due to us without regard to whether the distributors or resellers collect payment from their customers. Sales through resellers and distributors are typically evidenced by a reseller or distributor agreement, together with purchase orders or authorized credit cards on a transaction-by-transaction basis. • Identify 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 separately identifiable from other promises in the contract, or distinct. If not considered distinct, the promised goods or services are combined with other goods or services and accounted for as a combined performance obligation. Determining the distinct performance obligations in a contract requires judgment. Our performance obligations primarily include perpetual and time-based licenses, maintenance support including unspecified upgrades or enhancements to new versions of their software products and subscriptions to our software-as-a-service, or SaaS, offerings. See additional discussion of our performance obligations below. • Determine the transaction price. We determine the transaction price based on the contractual consideration and the amount of consideration we expect to receive in exchange for transferring the promised goods or services to the customer. We account for sales incentives to customers, resellers or distributors as a reduction of revenue at the time we recognize the revenue from the related product sale. We report revenue net of any sales tax collected. Our return policy generally does not allow our customers to return software products. • Allocate the transaction price. We allocate the transaction price of the contract to each distinct performance obligation based on a relative standalone selling price basis. Determining standalone selling prices for our performance obligations requires judgment and are based on multiple factors including, but not limited to historical selling prices and discounting practices for products and services, internal pricing policies and pricing practices in different regions and through different sales channels. For our subscription products and maintenance services, our standalone selling prices are generally observable using standalone sales or renewals. For our perpetual and time-based license products, we estimate our standalone selling prices utilizing the residual approach by considering our pricing and discounting practices. We review the standalone selling price for our performance obligations periodically and update, if needed, to ensure that the methodology utilized reflects our current pricing practices. • Recognize revenue when or as we satisfy a performance obligation. Revenue is recognized when or as performance obligations are satisfied either over time or at a point in time by transferring a promised good or service. We consider this transfer to have occurred when risk of loss transfers to the customer, reseller or distributor or the customer has access to their subscription which is generally upon electronic transfer of the license key or password that provides immediate availability of the product to the purchaser. See further discussion below regarding the timing of revenue recognition for each of our performance obligations. The following summarizes our performance obligations from which we generate revenue: Performance obligation When performance obligation is typically satisfied Subscription revenue SaaS offerings Over the subscription term, once the service is made available to the customer (over time) Time-based licenses Upon the delivery of the license key or password that provides immediate availability of the product (point in time) Time-based technical support and unspecified software upgrades Ratably over the contract period (over time) Maintenance revenue Technical support and unspecified software upgrades Ratably over the contract period (over time) License revenue Perpetual licenses Upon the delivery of the license key or password that provides immediate availability of the product (point in time) Recurring Revenue. Recurring revenue consists of subscription and maintenance revenue. • Subscription Revenue . We primarily derive subscription revenue from fees received for subscriptions to our SaaS offerings and our time-based license arrangements. We generally invoice subscription agreements monthly based on usage or in advance over the subscription period on either a monthly or annual basis. Subscription revenue for our SaaS offerings is generally recognized ratably over the subscription term once the service is made available to the customer or when we have the right to invoice for services performed. Revenue for the license performance obligation of our time-based license arrangements is recognized at a point in time upon delivery of the license key and the revenue for the technical support performance obligation of our time-based license arrangements is recognized ratably over the contract period. The amount of revenue related to the license performance obligations of our time-based license arrangements included in subscription revenue is less than 10% of our total consolidated revenue. Our subscription revenue includes our cloud application management, MSP and IT service management, or ITSM, products. • Maintenance Revenue . We derive maintenance revenue from the sale of maintenance services associated with our perpetual license products. We typically include one year of maintenance service as part of the initial purchase price of each perpetual software offering and then sell renewals of this maintenance agreement. Customers with maintenance agreements are entitled to receive technical support and unspecified upgrades or enhancements to new versions of their software products on a when-and-if-available basis for the specified contract period. We believe that our technical support and unspecified upgrades or enhancements performance obligations each have the same pattern of transfer to the customer and are therefore accounted for as a single distinct performance obligation. We recognize maintenance revenue ratably on a daily basis over the contract period. License Revenue . We derive license revenue from the sale of our perpetual licenses. Revenue for the license performance obligation of our perpetual license arrangements is recognized at a point in time upon delivery of the electronic license key. Perpetual license arrangements are invoiced upon delivery. Deferred Revenue Deferred revenue primarily consists of transaction prices allocated to remaining performance obligations from maintenance services associated with our perpetual license products which are delivered over time. We generally bill maintenance agreements annually in advance for services to be performed over a 12-month period. Customers have the option to purchase maintenance renewals for periods other than 12 months. We initially record the amounts allocated to maintenance performance obligations as deferred revenue and recognize these amounts ratably on a daily basis over the term of the maintenance agreement. We record deferred revenue that will be recognized during the succeeding 12-month period as current deferred revenue and the remaining portion is recorded as long-term deferred revenue. Details of our total deferred revenue balance was as follow s: Total Deferred Revenue (in thousands) Balance at December 31, 2018 $ 296,132 Adoption of ASC 606 (2,772 ) Deferred revenue recognized (327,701 ) Additional amounts deferred 349,665 Deferred revenue acquired in business combinations 8,747 Balance at September 30, 2019 $ 324,071 We expect to recognize revenue related to these remaining performance obligations as follows: Revenue Recognition Expected by Period Total Less than 1 year 1-3 years More than 3 years (in thousands) Expected recognition of deferred revenue $ 324,071 $ 293,365 $ 29,639 $ 1,067 Deferred Commissions Deferred commissions, which consist of direct and incremental sales commissions and related fringe benefits, are capitalized using the portfolio approach if we expect to benefit from those costs for more than one year. Deferred commissions are allocated to each performance obligation within the contract and amortized on a straight-line basis over the expected benefit period of the related performance obligations. We expense commissions as incurred when the expected amortization period is one year or less. Deferred commissions allocated to new maintenance arrangements and certain SaaS offerings are amortized over an average expected benefit period of approximately four to six years which was determined based on the expected life of our technology. Deferred commissions allocated to perpetual licenses, maintenance renewal arrangements and MSP offerings are expensed as incurred. Deferred commissions are classified as current or non-current assets based on the timing the expense will be recognized. The current and non-current portions of our deferred commissions are included in prepaid and other current assets and other assets, net respectively, in our condensed consolidated balance sheets. The amortization of our deferred commissions is included in sales and marketing expense in our condensed consolidated statement of operations. Details of our deferred commissions balance was as follow s: Deferred Commissions (in thousands) Balance at December 31, 2018 $ — Adoption of ASC 606 5,157 Commissions capitalized 5,706 Amortization recognized (1,693 ) Balance at September 30, 2019 $ 9,170 Classified as: Current $ 2,199 Non-current 6,971 Total deferred commissions $ 9,170 Cost of Revenue Amortization of Acquired Technologies. Amortization of acquired technologies included in cost of revenue relate to our licensed products and subscription products as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) Amortization of acquired license technologies $ 35,646 $ 36,061 $ 107,224 $ 108,974 Amortization of acquired subscription technologies 8,526 7,774 24,737 23,147 Total amortization of acquired technologies $ 44,172 $ 43,835 $ 131,961 $ 132,121 |