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New Accounting Pronouncements (Policies)
3 Months Ended
Mar. 31, 2018
Accounting Policies [Abstract]  
New Accounting Pronouncements
New Accounting Pronouncements
Adoption of New Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09 (“Topic 606”) Revenue from Contracts with Customers. Topic 606 supersedes the revenue recognition requirements in Accounting Standards Codification Topic 605 Revenue Recognition (“Topic 605”), and requires entities to recognize revenue when control of promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services.
On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605.
We recorded an increase to other current assets of $0.2 million, an increase to other assets $0.1 million, and a decrease to opening accumulated deficit of $0.3 million as of January 1, 2018 due to the cumulative impact of adopting Topic 606, with the impact related to the deferral of sales commissions.
Sales commissions associated with obtaining a customer contract were previously expensed in the period they were incurred. Under Topic 606, these payments have been deferred in the accompanying condensed consolidated balance sheets and amortized over the life of the customer contract. We have elected the practical expedient of expensing sales commissions as incurred when the related contract period is one year or less. The impact to selling, general, and administrative expense for the quarter ended March 31, 2018 was not material as a result of applying Topic 606.
As a result of adopting Topic 606, applicable accounting policies have been updated as described below.
Revenue Recognition
We derive our Nexsan revenues primarily from product sales of hardware and software, support contracts, and professional services. Revenues are recognized when control of these products and services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those products and services. Our standard payment terms vary by the type, location and creditworthiness of our customer. Provisions for product returns and customer rebates are variable consideration and are recorded as a reduction of revenue in the same period the related sales are recorded. Such provisions are calculated using actual data or historical averages adjusted for any expected changes due to current business conditions. Consideration given to customers for promotional activities is recognized as a reduction of revenue except to the extent that there is a distinct good or service and evidence of the fair value of the related activities, in which case the expense is classified as selling, general and administrative expense.
We determine revenue recognition through the following five-step process:
Identification of the contract, or contracts, with a customer, generally in the form of a purchase order.
Identification of the performance obligations in the contract
Determination of the transaction price
Allocation of the transaction price to the performance obligations in the contract
Recognition of revenue when, or as, we satisfy a performance obligation
Product Revenues
The majority of our Nexsan product sales have both hardware and software components that together deliver the products’ essential functionality. The software is embedded within the hardware and sold together as a single storage solution to the customer. There are no situations where revenue is recognized separately for software. Revenues from sales of products are generally recognized at a point in time, primarily upon the shipment of goods or transfer of title. The product revenue was $6.5 million and $7.2 million for the quarters ended March 31, 2018 and 2017, respectively.
Support Contract Revenues
Support contracts consist of hardware maintenance, software support and extended warranties offered in conjunction with our Nexsan products, and installation, training and other services offered in conjunction with our Nexsan products. Amounts for support contracts are invoiced at the commencement of the contract period and are generally payable under standard payment terms. Such contracts generally have durations of one to five years. Revenues associated with these support contracts are recognized ratably over the contract period as we have a stand-ready obligation to perform such services over the contract period. The support contract revenue was $2.8 million and $2.4 million for the quarters ended March 31, 2018 and 2017, respectively.
Deferred Revenue
Deferred revenue represents amounts billed to customers for which revenue has not been recognized. Deferred revenue primarily consists of the unearned portion of support contracts. As of March 31, 2018, deferred revenues were $10.9 million in the accompanying condensed consolidated balance sheets, with the short term portion of $7.4 million included in other current liabilities, and the long term portion of $3.5 million included in other liabilities, respectively. As of December 31, 2017, deferred revenues were $10.7 million. Revenue recognized from support contracts and professional services in the quarter ended March 31, 2018 amounted to $2.8 million and is included in net revenue in the accompanying condensed consolidated statements of operations.
Contracts with Multiple Performance Obligations
Some of our contracts with customers contain multiple performance obligations. Our contracts with multiple performance obligations may include a combination of some or all of the following: sale of equipment, hardware maintenance, software support, extended warranties, and professional services. For these contracts, we account for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. We determine the standalone selling prices based on our overall pricing objectives, taking into consideration market conditions and other factors.
Deferred Contract Costs
We enter into contracts with certain service providers to perform onsite hardware maintenance and premium warranty services associated with our support contracts. The costs associated with these contracts are generally paid at the commencement of the contract and the costs are amortized ratably over the contract period. As of March 31, 2018, deferred contract costs were $0.8 million in the accompanying condensed consolidated balance sheets, with the short term portion of $0.5 million included in other current assets, and the long term portion of $0.3 million included in other assets, respectively. As of December 31, 2017, deferred contract costs were $0.8 million. Amortization of these costs amounted to $0.2 million in the quarter ended March 31, 2018 and is included in cost of goods sold in the accompanying condensed consolidated statements of operations.
Deferred Commissions
Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract. For the portion of the commissions related to support contracts exceeding one year, the commission costs are deferred and amortized ratably over the related contract period, generally not exceeding five years. As of March 31, 2018, deferred commissions were $0.3 million in the accompanying condensed consolidated balance sheets, with the short term portion of $0.2 million included in other current assets, and the long term portion of $0.1 million included in other assets, respectively. As of December 31, 2017, deferred commissions were $0.3 million. Amortization related to deferred commissions was insignificant in the quarter ended March 31, 2018 and is included in selling, general and administrative expense in the accompanying condensed consolidated statements of operations.
In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which revises the accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. ASU No. 2016-01 also amends certain disclosure requirements associated with the fair value of financial instruments. The guidance requires the fair value measurement of investments in equity securities and other ownership interests in an entity, including investments in partnerships, unincorporated joint ventures and limited liability companies (collectively, equity securities) that do not result in consolidation and are not accounted for under the equity method. Entities will need to measure these investments and recognize changes in fair value in net income. Entities will no longer be able to recognize unrealized holding gains and losses on equity securities they classify under current guidance as available for sale in other comprehensive income (“OCI”). They also will no longer be able to use the cost method of accounting for equity securities that do not have readily determinable fair values. Instead, for these types of equity investments that do not otherwise qualify for the net asset value practical expedient, entities will be permitted to elect a practicability exception and measure the investment at cost less impairment plus or minus observable price changes (in orderly transactions). ASU No. 2016-01 also establishes an incremental recognition and disclosure requirement related to the presentation of fair value changes of financial liabilities for which the fair value option (“FVO”) has been elected. Under this guidance, an entity would be required to separately present in OCI the portion of the total fair value change attributable to instrument-specific credit risk as opposed to reflecting the entire amount in earnings. For derivative liabilities for which the FVO has been elected, however, any changes in fair value attributable to instrument-specific credit risk would continue to be presented in net income, which is consistent with current guidance. This standard is effective beginning January 1, 2018 via a cumulative-effect adjustment to beginning retained earnings, except for guidance relative to equity securities without readily determinable fair values which is applied prospectively. The Company adopted this ASU in the first quarter of 2018 and there was no material impact to its consolidated results of operations and financial condition.
In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which amends the requirements related to the presentation of the components of net periodic benefit cost for an entity’s sponsored defined benefit pension and other postretirement plans. This ASU requires entities to (1) disaggregate the current-service-cost component from the other components of net benefit cost (the “other components”) and present it with other current compensation costs for related employees in the income statement and (2) present the other components elsewhere in the income statement and outside of income from operations if such a subtotal is presented. In addition, only service costs are eligible for capitalization. The standard will be effective in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company retrospectively adopted ASU No. 2017-07 during the first quarter of 2018. The adoption of ASU 2017-07 resulted in the reclassification of $0.2 million and $0.1 million of the Company’s net periodic pension cost, other than service cost, from "Selling, general and administrative" into "Other income (expense), net" in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2018 and 2017, respectively.
In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash, which clarifies guidance on the classification and presentation of restricted cash in the statement of cash flows. Under ASU No. 2016-18, changes in restricted cash and restricted cash equivalents would be included along with those of cash and cash equivalents in the statement of cash flows. As a result, entities would no longer present transfers between cash/equivalents and restricted cash/equivalents in the statement of cash flows. In addition, a reconciliation between the balance sheet and the statement of cash flows would be disclosed when the balance sheet includes more than one line item for cash/equivalents and restricted cash/equivalents. For the Company, this ASU became effective January 1, 2018 and entities are required to apply the standard’s provisions on a retrospective basis. The Company adopted this ASU in the first quarter of 2018 and there was no material impact to its consolidated statements of cash flows.
New Accounting Pronouncements To Be Adopted
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU No. 2016-02 will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees with capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the impact of adopting this standard on its consolidated results of operations and financial condition.
In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.  This ASU seeks to help entities reclassify certain stranded income tax effects in accumulated other comprehensive income resulting from the Tax Cuts and Jobs Act of 2017 (the “Tax Reform Act”), enacted on December 22, 2017.  ASU 2018-02 was issued in response to concerns regarding current guidance in GAAP that requires deferred tax liabilities and assets to be adjusted for the effect of a change in tax laws or rates with the effect included in income from continuing operations in the reporting period that includes the enactment date, even in situations in which the related income tax effects of items in accumulated other comprehensive income were originally recognized in other comprehensive income, rather than net income, and as a result the stranded tax effects would not reflect the appropriate tax rate.  The amendments of this ASU allow an entity to make a reclassification from accumulated other comprehensive income to retained earnings for the stranded tax effects, which is the difference between the historical corporate income tax rate of 35.0% and the newly enacted corporate income tax rate of 21.0%.  The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 31, 2018; however, public business entities are allowed to early adopt the amendments of ASU 2018-02 in any interim period for which the financial statements have not yet been issued.  The amendments of this ASU may be applied either at the beginning of the period (annual or interim) of adoption or retrospectively to each of the period(s) in which the effect of the change in the U.S. federal corporate tax rate in the Tax Reform Act is recognized.  The Company is currently assessing the impact of adopting this standard on the Company’s consolidated financial statements.
In February 2018, the FASB issued ASU No. 2018-03, Technical Corrections and Improvements to Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in ASU No. 2018-03 clarify certain aspects of the guidance issued in ASU No. 2016-01 and are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years beginning after June 15, 2018. The Company does not expect this standard to have a material effect on its consolidated financial statements.