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Summary of Significant Accounting Policies
3 Months Ended
Mar. 31, 2018
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates in Preparation of Financial Statements. The preparation of the accompanying Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of our Financial Statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.  

Revenue.  We adopted Topic 606 Revenue from Contracts with Customers (“ASC 606”) as of January 1, 2018 using the cumulative effect method and have applied ASC 606 to all contracts with clients that had not been completed as of the date of initial application. In conjunction with the adoption of ASC 606, we recorded a cumulative adjustment increasing beginning retained earnings (net of tax) by approximately $7 million, primarily related to contracts that we were previously required to defer revenue as we did not have vendor specific objective evidence (“VSOE”) of fair value for certain undelivered elements. Since we adopted ASC 606 using the cumulative effect method, comparative information in our Financial Statements has not been adjusted and continues to be as previously reported.

 

The following tables summarize the impacts of adopting ASC 606 on our Financial Statements as of and for the quarter ended March 31, 2018 (in thousands, except per share amounts):

 

 

 

 

As of March 31, 2018

 

Condensed Balance Sheet

 

As Reported

 

 

Adjustments

 

 

Balances without adoption of ASC 606

 

Unbilled trade accounts receivable

 

$

35,426

 

 

$

(697

)

 

$

34,729

 

Other current assets

 

 

32,388

 

 

 

3,184

 

 

 

35,572

 

Client contracts, net of amortization

 

 

-

 

 

 

70,376

 

 

 

70,376

 

Acquired client contracts, net of amortization

 

 

39,688

 

 

 

(39,688

)

 

 

-

 

Client contract costs, net of amortization

 

 

38,357

 

 

 

(38,357

)

 

 

-

 

Other non-current assets

 

 

7,963

 

 

 

4,485

 

 

 

12,448

 

Other assets

 

 

774,616

 

 

 

-

 

 

 

774,616

 

Total assets (1)

 

$

928,438

 

 

$

(697

)

 

$

927,741

 

Deferred revenue

 

$

47,388

 

 

$

3,781

 

 

$

51,169

 

Deferred income taxes

 

 

8,412

 

 

 

(366

)

 

 

8,046

 

Other liabilities

 

 

514,563

 

 

 

-

 

 

 

514,563

 

Total liabilities

 

 

570,363

 

 

 

3,415

 

 

 

573,778

 

Accumulated earnings

 

 

764,015

 

 

 

(4,112

)

 

 

759,903

 

Other stockholders' equity

 

 

(405,940

)

 

 

-

 

 

 

(405,940

)

Total stockholders' equity

 

 

358,075

 

 

 

(4,112

)

 

 

353,963

 

Total stockholders' equity and liabilities

 

$

928,438

 

 

$

(697

)

 

$

927,741

 

 

 

(1)

See Note 3 for further discussion related to the reclassification of our client contracts and client contract costs.

 

 

 

Quarter Ended March 31, 2018

 

Condensed Statement of Income

 

As Reported

 

 

Adjustments

 

 

Balances without adoption of ASC 606

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Cloud and related services (2)

 

$

177,516

 

 

$

(6,994

)

 

$

170,522

 

Software and services (2)

 

 

11,959

 

 

 

1,566

 

 

 

13,525

 

Maintenance (2)

 

 

12,229

 

 

 

5,128

 

 

 

17,357

 

Total revenues

 

 

201,704

 

 

 

(300

)

 

 

201,404

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Cloud and related services (2)

 

 

86,908

 

 

 

(6,295

)

 

 

80,613

 

Software and services (2)

 

 

8,533

 

 

 

237

 

 

 

8,770

 

Maintenance (2)

 

 

5,655

 

 

 

5,114

 

 

 

10,769

 

Total cost of revenues

 

 

101,096

 

 

 

(944

)

 

 

100,152

 

Other expenses

 

 

80,404

 

 

 

-

 

 

 

80,404

 

Income before income taxes

 

 

20,204

 

 

 

644

 

 

 

20,848

 

Income tax provision

 

 

(6,190

)

 

 

(187

)

 

 

(6,377

)

Net income

 

$

14,014

 

 

$

457

 

 

$

14,471

 

Net income per diluted share

 

$

0.42

 

 

$

0.02

 

 

$

0.44

 

 

 

(2)

Adjustments are primarily related to software license products and related maintenance contracted as part of our cloud solutions contracts that were not capable of being distinct as a separate performance obligation under ASC 606 and are included in cloud solutions services in the first quarter of 2018. Costs associated with these products were also reclassified to cost of cloud solution services in the first quarter of 2018.

 

 

 

Quarter Ended March 31, 2018

 

Condensed Statement of Cash Flows

 

As Reported

 

 

Adjustments

 

 

Balances without adoption of ASC 606

 

Net income

 

$

14,014

 

 

$

457

 

 

$

14,471

 

Adjustments to reconcile net income to net cash provided by operating activities -

 

 

 

 

 

 

 

 

 

 

 

 

Amortization

 

 

9,946

 

 

 

(878

)

 

 

9,068

 

Deferred income taxes

 

 

4,017

 

 

 

187

 

 

 

4,204

 

Other

 

 

10,270

 

 

 

-

 

 

 

10,270

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Other current and non-current assets

 

 

(4,629

)

 

 

2,298

 

 

 

(2,331

)

Deferred revenue

 

 

(3,331

)

 

 

(563

)

 

 

(3,894

)

Other

 

 

(432

)

 

 

-

 

 

 

(432

)

Net cash provided by operating activities

 

 

29,855

 

 

 

1,501

 

 

 

31,356

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition of and investments in client

contracts

 

 

-

 

 

 

(1,501

)

 

 

(1,501

)

Other

 

 

(16,433

)

 

 

-

 

 

 

(16,433

)

Net cash used in investing activities

 

 

(16,433

)

 

 

(1,501

)

 

 

(17,934

)

Net cash provided by financing activities

 

 

9,685

 

 

 

-

 

 

 

9,685

 

Effect of exchange rate fluctuations on cash

 

 

2,153

 

 

 

-

 

 

 

2,153

 

Net increase cash and cash equivalents

 

 

25,260

 

 

 

-

 

 

 

25,260

 

Cash and cash equivalents, beginning of period

 

 

122,243

 

 

 

-

 

 

 

122,243

 

Cash and cash equivalents, end of period

 

$

147,503

 

 

$

-

 

 

$

147,503

 

 

As a result of adopting ASC 606, we have changed our accounting policies for revenue recognition as discussed in more detail below.

 

In summary, our revenue from client contracts is primarily related to our cloud and related solutions and, to a lesser degree, software and service and related maintenance arrangements, and is measured based on consideration specified within each of our contracts, excluding sales incentives and amounts collected on behalf of third parties, if any.  We account for various products and services separately if they are distinct. A product or service, or group of products or services, is distinct if it is separately identifiable from other items in the context of the contract and if our client can benefit from the product or service on their own or with other resources that are readily available to that client. We recognize revenue when we satisfy our performance obligations by transferring control over a particular product or service, or group of products or services, to our clients, as described in more detail below.  Taxes assessed on our products and services based on governmental authorities at the time of invoicing are excluded from our revenue.

Cloud and Related Solutions.

Our cloud and related solutions revenue relates to: (i) our software-as-a-service (“SaaS”), cloud-based, revenue management and content monetization solutions, and various related ancillary services; and (ii) our managed services offering in which we operate software solutions (primarily our software solutions) on behalf of our clients.  

We contract for our cloud-based solutions using long-term arrangements whose terms have typically ranged from three to ten years. The long-term cloud-based arrangements include a series of multiple services delivered daily or monthly, to include such things as: (i) revenue billing and customer care services; (ii) business support services (e.g., workforce management tools, consumer credit verifications, etc.); (iii) content monetization and delivery functions; and (iv) customer statement invoice printing and mailing services. The fees for these services typically are billed to our clients monthly based upon actual monthly volumes and/or usage of services (e.g., the number of client customers maintained on our systems, the number of transactions processed on our systems, and/or the quantity and content of the monthly statements and mailings processed through our systems).

For cloud-based solution contracts, the total contract consideration (including impacts of discounts or incentives) is primarily variable dependent upon actual monthly volumes and/or usage of services; however, these contracts can also include ancillary fixed consideration in the form of one-time, monthly or annual fees. Although there may be multiple performance obligations, there is generally no allocation of value between the individual performance obligations as all are considered cloud and related solutions revenues that are recognized based on activities performed in each daily or monthly period.

We contract for managed services solutions using long-term arrangements whose terms have typically ranged from three to five years.  Under managed services agreements, we may operate software products (primarily our software solutions) on behalf of our clients: (i) out of a client’s data center; (ii) out of a data center we own and operate; or (iii) out of a third-party data center we contract with for such services. Managed services can also include us providing other services, such as transitional services, fulfillment, remittance processing, operational consulting, back office, and end user billing services. The fees for these services typically are billed to our clients monthly on a fixed schedule.

For managed services contracts, the total contract consideration is typically a fixed fee but these contracts may also have variable fee components. Unless managed services are included with a software license contract (as discussed further below), there is generally only one performance obligation and revenue is recognized for these arrangements on a ratable basis as the services are performed.

Fees related to set-up or implementation activities for both cloud-based solution and managed services contracts are deferred and recognized ratably over the related service period to which the activities relate.

Due to the significance of variable consideration, number of products/services, complex pricing structures and long-term nature of these types of contracts, the judgments and estimates made in this area could have a significant effect on the amount and timing of revenues recognized in any period.

Prior to the adoption of ASC 606, we recognized revenue related to our cloud and related solutions contracts on a monthly basis as we provided the services.  The adoption of ASC 606 did not result in any significant changes to the timing of revenue recognition related to these contracts.

Software and Services.

Our software and services revenue relates primarily to: (i) software license sales on either a perpetual or term license basis; and (ii) professional services to implement the software. Our software and services contracts are often contracted in bundled arrangements that include not only the software license and related implementation services, but can also include maintenance, managed services and/or additional professional services.

 

For our software arrangements, the total contract consideration is allocated between the separate performance obligations based on stand-alone selling prices for software licenses, cost plus applicable margin for services and established pricing for maintenance.  The initial sale of software products generally requires significant production, modification or customization, such that the delivery of the software license and the related professional services required to implement the software represent one combined performance obligation that is satisfied over time based of hours worked (hours-based method). We are using hours worked on the project as the measure to determine progress toward completion as we believe it is the most appropriate metric to measure such progress. The software and services fees are generally billed to our clients on a milestone or date basis.

The determination of the performance obligations and allocation of value for software license arrangements require significant judgement.  We generally determine stand-alone selling prices using pricing calculations (which include regional market factors) for our software license fees and maintenance, and cost-plus margins for services. Additionally, our use of an hours-based method of accounting for software license and other professional services performance obligations that are satisfied over time requires estimates of total project revenues and costs, along with the expected hours necessary to complete a project. Changes in estimates as a result of additional information or experience on a project as work progresses are inherent characteristics of this method of revenue recognition as we are exposed to various business risks in completing these types of performance obligations. The estimation process to support our hours-based recognition method is more difficult for projects of greater length and/or complexity. The judgments and estimates made in this area could: (i) have a significant effect on revenues recognized in any period by changing the amount and/or the timing of the revenue recognized; and/or (ii) impact the expected profitability of a project, including whether an overall loss on an arrangement has occurred. To mitigate the inherent risks in using this hours-based method, we track our performance on projects and reevaluate the appropriateness of our estimates as part of our monthly accounting cycle.

In certain instances, we sell software license volume upgrades, which provide our clients the right to use our software to process higher transaction volume levels. In these instances, we analyze the contract to determine if the volume upgrade is a separate performance obligation and if so, we recognize the value associated with the software license as revenue on the effective date of the volume upgrade.

A portion of our professional services revenues are contracted separately (e.g., business consulting services, etc.). Such contracts can either be on a fixed-price or time-and-materials basis.  Revenues from fixed-price, professional service contracts are recognized using an hours-based method, as these professional services represent a performance obligation that is satisfied over time.  Revenues from professional services contracts billed on a time-and-materials basis are recognized as the services are performed.

 

Prior to the adoption of ASC 606, we recognized revenue for our software arrangements under the guidelines of contract accounting as our software products required significant production, modification or customization and if we had VSOE of fair value for undelivered elements (e.g., maintenance), which we generally had, we would allocate a portion of the total arrangement fee to the undelivered element based on its VSOE of fair value, and the balance of the arrangement fee was recognized using the percentage-of-completion (“POC”) method of accounting.

Maintenance.

Our maintenance revenue relates primarily to support of our software once it has been implemented.  Maintenance revenues are recognized ratably over the software maintenance period as services are provided. Our maintenance consists primarily of client and product support, technical updates (e.g., bug fixes, etc.), and unspecified upgrades or enhancements to our software products. If specified upgrades or enhancements are offered in a contract, which is rare, they are accounted for as a separate performance obligation. Maintenance can be invoiced to our clients on a monthly, quarterly or annual basis.

 

Transaction Price Allocated to the Remaining Performance Obligations

As of March 31, 2018, our aggregate amount of the transaction price allocated to the remaining performance obligations is approximately $517 million, which is made up of fixed fee consideration and guaranteed minimums expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied). We expect to recognize approximately 80% of this amount over the next three years, with the remaining amount recognized by the end of 2023. We have excluded from this amount variable consideration expected to be recognized in the future related to performance obligations that are unsatisfied (a practical expedient allowed under ASC 606). The majority of our future revenue is related to our cloud and related solution client contracts that include variable consideration dependent upon a series of monthly volumes and/or daily usage of services and have contractual terms ending from 2019 through 2023.

 

We have not disclosed transaction price allocation to remaining performance obligations or an explanation thereof of comparable amounts as of December 31, 2017 (a transitional practical expedient allowed under ASC 606).  

 

Disaggregation of Revenue

In the following table, revenue is disaggregated by geographic region (using the location of the client as the basis of attributing revenues to the individual regions):

 

 

 

Quarter Ended

 

 

 

March 31,

 

 

 

2018

 

Americas (principally the U.S.)

 

$

169,903

 

Europe, Middle East, and Africa

 

 

20,434

 

Asia Pacific

 

 

11,367

 

Total revenues

 

$

201,704

 

 

Billed and Unbilled Accounts Receivable. Billed accounts receivable represents our unconditional rights to consideration. Once invoiced, our payment terms are generally between 30-60 days, and rarely do we have contracts with financing arrangements. Unbilled accounts receivable represents our rights to consideration for work completed but not billed.  Unbilled accounts receivable is transferred to billed accounts receivable when the rights become unconditional which is generally at the time of invoicing.

 

The following table rolls forward our unbilled accounts receivable from December 31, 2017 to March 31, 2018 (in thousands):

 

 

 

Unbilled Receivables

 

Beginning Balance, December 31, 2017

 

$

31,187

 

Cumulative effect adjustments

 

 

4,193

 

Reclassification - Adoption of ASC 606

 

 

(2,276

)

Beginning Balance, January 1, 2018

 

 

33,104

 

Recognized during the period

 

 

51,590

 

Reclassified to receivables

 

 

(49,865

)

Other

 

 

597

 

Ending Balance, March 31, 2018

 

$

35,426

 

 

Deferred Revenue. Deferred revenue represents consideration received from clients in advance of services being performed.

 

The following table rolls forward our deferred revenue from December 31, 2017 to March 31, 2018 (in thousands):

 

 

 

Deferred Revenue

 

Beginning Balance, December 31, 2017

 

$

(54,231

)

Cumulative effect adjustments

 

 

4,344

 

Reclassification - Adoption of ASC 606

 

 

2,276

 

Beginning Balance, January 1, 2018

 

 

(47,611

)

Revenue recognized that was included in deferred revenue at the beginning of the period

 

 

19,405

 

Consideration received in advance of services performed net of revenue recognized in the current period

 

 

(18,237

)

Other

 

 

(945

)

Ending Balance, March 31, 2018

 

$

(47,388

)

 

Cash and Cash Equivalents. We consider all highly liquid investments with original maturities of three months or less at the date of the purchase to be cash equivalents. As of March 31, 2018 and December 31, 2017, our cash equivalents consist primarily of institutional money market funds, commercial paper, and time deposits held at major banks.

As of March 31, 2018 and December 31, 2017, we had $2.7 million and $4.2 million, respectively, of restricted cash that serves to collateralize outstanding letters of credit. This restricted cash is included in cash and cash equivalents in our Condensed Consolidated Balance Sheets (“Balance Sheets” or “Balance Sheet”).

Short-term Investments and Other Financial Instruments. Our financial instruments as of March 31, 2018 and December 31, 2017 include cash and cash equivalents, short-term investments, accounts receivable, accounts payable, and debt. Because of their short maturities, the carrying amounts of cash equivalents, accounts receivable, and accounts payable approximate their fair value.

Our short-term investments and certain of our cash equivalents are considered “available-for-sale” and are reported at fair value in our Balance Sheets, with unrealized gains and losses, net of the related income tax effect, excluded from earnings and reported in a separate component of stockholders’ equity. Realized and unrealized gains and losses were not material in any period presented.

Primarily all short-term investments held by us as of March 31, 2018 and December 31, 2017 have contractual maturities of less than two years from the time of acquisition. Our short-term investments as of March 31, 2018 and December 31, 2017 consisted almost entirely of fixed income securities. Proceeds from the sale/maturity of short-term investments for the three months ended March 31, 2018 and 2017 were $79.5 million and $37.8 million, respectively.

The following table represents the fair value hierarchy based upon three levels of inputs, of which Levels 1 and 2 are considered observable and Level 3 is unobservable, for our financial assets and liabilities measured at fair value (in thousands):

 

 

 

March 31, 2018

 

 

December 31, 2017

 

 

 

Level 1

 

 

Level 2

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

33,992

 

 

$

 

 

$

33,992

 

 

$

3,544

 

 

$

 

 

$

3,544

 

Commercial paper

 

 

 

 

11,957

 

 

 

11,957

 

 

 

 

 

32,467

 

 

 

32,467

 

Short-term investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate debt securities

 

 

 

 

59,869

 

 

 

59,869

 

 

 

 

 

124,182

 

 

 

124,182

 

U.S. government agency bonds

 

 

 

 

1,542

 

 

 

1,542

 

 

 

 

 

1,547

 

 

 

1,547

 

Asset-backed securities

 

 

 

 

13,184

 

 

 

13,184

 

 

 

 

 

13,388

 

 

 

13,388

 

Total

 

$

33,992

 

 

$

86,552

 

 

$

120,544

 

 

$

3,544

 

 

$

171,584

 

 

$

175,128

 

 

Valuation inputs used to measure the fair values of our money market funds and corporate equity securities were derived from quoted market prices. The fair values of all other financial instruments are based upon pricing provided by third-party pricing services. These prices were derived from observable market inputs.

We have chosen not to measure our debt at fair value, with changes recognized in earnings each reporting period.  The following table indicates the carrying value (par value for convertible debt) and estimated fair value of our debt as of the indicated periods (in thousands):

 

 

 

March 31, 2018

 

 

December 31, 2017

 

 

 

Carrying

 

 

Fair

 

 

Carrying

 

 

Fair

 

 

 

Value

 

 

Value

 

 

Value

 

 

Value

 

2015 Credit Agreement (carrying value including current maturities)

 

$

 

 

$

 

 

$

120,000

 

 

$

120,000

 

2018 Credit Agreement (carrying value including current maturities)

 

 

150,000

 

 

 

150,000

 

 

 

 

 

 

 

2016 Convertible debt (par value)

 

 

230,000

 

 

 

251,563

 

 

 

230,000

 

 

 

251,850

 

 

The fair value for our credit agreement was estimated using a discounted cash flow methodology, while the fair value for our convertible debt was estimated based upon quoted market prices or recent sales activity, both of which are considered Level 2 inputs.  See Note  4 for additional discussion regarding an amendment to our Credit Agreement.

 

Other Accounting Pronouncements Adopted. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740) Intra-Entity Transfers of Assets Other Than Inventory. This ASU requires entities to recognize at the transaction date the income tax consequences of intercompany asset transfers. This ASU is effective in annual and interim periods in fiscal years beginning after December 15, 2017, with early adoption permitted, and requires a modified retrospective transition method. We adopted this ASU in January 2018 and the adoption of this standard did not have a material impact on our Financial Statements.

 

Accounting Pronouncement Issued But Not Yet Effective. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842).  This ASU requires lessees to recognize a lease liability and a right-to-use asset for all leases, including operating leases, with a term greater than twelve months on its balance sheet.  This ASU is effective in annual and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted, and requires a modified retrospective transition method.  We are currently in the process of evaluating the impact this ASU will have on our Financial Statements.  Based on our initial evaluations, we believe the adoption of this standard will have a material impact on our consolidated balance sheet.