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SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended
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Feb. 29, 2024
Accounting Policies [Abstract] |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of Simulations Plus and its wholly owned operating subsidiaries, SLPI and SLP France. All significant intercompany accounts and transactions are eliminated in consolidation.
Use of Estimates | Use of Estimates Our financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Actual results could differ from those estimates.
Reclassifications | Reclassifications Certain numbers in the prior year have been reclassified to conform to the current year’s presentation.
Revenue Recognition | Revenue Recognition We generate revenue primarily from the sale of software licenses and by providing consulting services to the pharmaceutical industry for drug development. In accordance with ASC 606, we determine revenue recognition through the following steps: i.Identification of the contract, or contracts, with a customer ii.Identification of the performance obligations in the contract iii.Determination of the transaction price iv.Allocation of the transaction price to the performance obligations in the contract v.Recognition of revenue when, or as, we satisfy a performance obligation Components of Revenue The following is a description of principal activities from which the Company generates revenue. As part of the accounting for these arrangements, the Company must develop assumptions that require judgment to determine the standalone selling price for each performance obligation identified in the contract. Standalone selling prices are determined based on the prices at which the Company separately sells its services or goods.
Revenue Components |  | Typical Payment Terms
Software Revenues: |  |
Software revenues are generated primarily from sales of software licenses at the time the software is unlocked, and the term commences. The license period typically is one year or less. Along with the license, a di minimis amount of customer support is provided to assist the customer with the software. Should the customer need more than a di minimis amount of support, they can choose to enter into a separate contract for additional training. Most software is installed on our customers’ servers and the Company has no control of the software once the sale is made except for the licensing software that controls number of users, modules, and expiration dates. |  | Payments are generally due upon invoicing on a net-30 basis, unless other payment terms are negotiated with the customer based on customer history. Typical industry standards apply.
For certain software arrangements the Company hosts the licenses on servers maintained by the Company. Revenue for those arrangements is accounted as Software as a Service over the life of the contract. These arrangements account for a small portion of software revenues of the Company. |  |
Consulting Contracts: |  |
Consulting services provided to our customers are generally recognized over time as the contracts are performed and the services are rendered. The Company measures its consulting revenue based on time expended compared to total estimated hours to complete a project. The Company believes the method chosen for its contract revenue best depicts the transfer of benefits to the customer under the contracts. |  | Payment terms vary, depending on the size of the contract, credit history and history with the client, and deliverables within the contract.
Consortium-Member Based Services: |  |
The performance obligation is recognized on a time-elapsed basis, by month for which the services are provided, as the Company transfers control evenly over the contractual period. |  | Payment is due at the beginning of the period, generally on a net-30 or -60 basis.
Remaining Performance Obligations Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and unbilled amounts that will be recognized as revenue in future periods. As of February 29, 2024, remaining performance obligations were $10.8 million. Ninety-four percent of the remaining performance obligations are expected to be recognized over the next 12 months, with the remainder expected to be recognized thereafter. Remaining performance obligations estimates are subject to change and are affected by several factors, including contract terminations and changes in the scope of contracts. Disaggregation of Revenues The components of disaggregation of revenue for the three and six months ended February 29, 2024, and February 28, 2023, were as follows:
|  | Three Months Ended |  | Six Months Ended |  |
(in thousands) |  | February 29, 2024 |  | February 28, 2023 |  | February 29, 2024 |  | February 28, 2023 |  |
Software licenses |  |  |  |  |  |  |  |  |  |
Point in time |  | $ | 11,354 |  |  | $ | 10,191 |  |  | $ | 18,675 |  |  | $ | 15,993 |  |  |
Over time |  | 260 |  |  | 296 |  |  | 528 |  |  | 568 |  |  |
Services |  |  |  |  |  |  |  |  |  |
Over time |  | 6,691 |  |  | 5,263 |  |  | 13,602 |  |  | 11,153 |  |  |
Total revenue |  | $ | 18,305 |  |  | $ | 15,750 |  |  | $ | 32,805 |  |  | $ | 27,714 |  |  |
In addition, the Company allocates revenues to geographic areas based on the locations of its customers. Geographical revenues for the three and six months ended February 29, 2024, and February 28, 2023, were as follows:
(in thousands) |  | Three Months Ended |  |  |  |
|  | February 29, 2024 |  | February 28, 2023 |  |  |  |
|  | $ |  | % of total |  | $ |  | % of total |  |  |  |
Americas |  | $ | 12,461 |  |  | 68 | % |  | $ | 10,589 |  |  | 67 | % |  |  |  |
EMEA |  | 4,665 |  |  | 25 | % |  | 3,618 |  |  | 23 | % |  |  |  |
Asia Pacific |  | 1,179 |  |  | 7 | % |  | 1,543 |  |  | 10 | % |  |  |  |
Total |  | $ | 18,305 |  |  | 100 | % |  | $ | 15,750 |  |  | 100 | % |  |  |  |
|  | Six Months Ended |  |  |  |  |  |  |  |
(in thousands) |  | February 29, 2024 |  | February 28, 2023 |  |  |  |  |  |
|  | $ |  | % of total |  | $ |  | % of total |  |  |  |  |  |  |  |
Americas |  | $ | 23,352 |  |  | 71 | % |  | $ | 19,089 |  |  | 69 | % |  |  |  |  |  |  |  |
EMEA |  | 6,967 |  |  | 21 | % |  | 5,748 |  |  | 21 | % |  |  |  |  |  |  |  |
Asia Pacific |  | 2,486 |  |  | 8 | % |  | 2,877 |  |  | 10 | % |  |  |  |  |  |  |  |
Total |  | $ | 32,805 |  |  | 100 | % |  | $ | 27,714 |  |  | 100 | % |  |  |  |  |  |  |  |
Contract Balances We receive payments from customers based upon contractual billing schedules, while we recognize revenue when, or as, we satisfy our performance obligations. This timing difference results in accounts receivable, contract assets, and contract liabilities. We record accounts receivable when the right to consideration becomes unconditional. We record a contract asset if the right to consideration is conditioned on something other than the passage of time, such as our future performance. Contract assets are included in prepaid expenses and other current assets on our condensed consolidated balance sheets. We record a contract liability when we have an obligation to transfer goods or services to a customer for which we have either received consideration or a payment is due from a customer. We refer to contract liabilities as deferred revenue on our condensed consolidated balance sheets. Contract asset balances as of February 29, 2024, and August 31, 2023, were $2.6 million and $2.7 million, respectively. During the three and six months ended February 29, 2024, the Company recognized $0.4 million and $2.5 million, respectively, of revenue that was included in contract liabilities as of August 31, 2023, and during the three and six months ended February 28, 2023, the Company recognized $0.4 million and $2.3 million, respectively, of revenue that was included in contract liabilities as of August 31, 2022. Deferred Commissions Sales commissions earned by our sales force and our commissioned sales representatives are considered incremental and recoverable costs of obtaining a contract with a customer. We apply the practical expedient as described in ASC 340-40-25-4 to expense costs as incurred for sales commissions, since the amortization period of the asset that we otherwise would have recognized is one year or less. This expense is included in the condensed consolidated statements of operations and comprehensive income as sales and marketing expense.
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the statements of cash flows, we consider all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.
Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit Losses The Company extends credit to its customers in the normal course of business. The Company evaluates its allowance for credit losses based on its estimate of the collectability of its trade accounts receivable. As part of this assessment, the Company considers various factors including the financial condition of the individual companies with which it does business, the aging of receivable balances, historical experience, changes in customer payment terms, current market conditions, and reasonable and supportable forecasts of future economic conditions. In times of economic turmoil, the Company’s estimates and judgments with respect to the collectability of its receivables is subject to greater uncertainty than in more stable periods. Accounts receivable balances will be charged off against the allowance for credit losses after all means of collection have been exhausted and the potential for recovery is considered remote. The activity in the allowance for credit losses related to our trade receivables is summarized as follows:
|  | Three Months Ended |  | Six Months Ended |  |
(in thousands) |  | February 29, 2024 |  | February 28, 2023 |  | February 29, 2024 |  | February 28, 2023 |  |
Balance, beginning of period |  | $ | 37 |  |  | $ | 12 |  |  | $ | 46 |  |  | $ | 12 |  |  |
Provision for credit losses |  | (7) |  |  | — |  |  | (16) |  |  | — |  |  |
Balance, end of period |  | $ | 30 |  |  | $ | 12 |  |  | $ | 30 |  |  | $ | 12 |  |  |
Investments | Investments The Company may invest excess cash balances in short-term and long-term marketable debt securities. Investments may consist of certificates of deposit, money market accounts, government-sponsored enterprise securities, corporate bonds, and/or commercial paper within the parameters of our Investment Policy and Guidelines. The Company accounts for its investments in marketable securities in accordance with ASC 320, Investments – Debt and Equity Securities. This statement requires debt securities to be classified into three categories: Held-to-maturity—Debt securities that the entity has the positive intent and ability to hold to maturity are measured at amortized cost and are presented at the net amount expected to be collected. Any change in the allowance for credit losses during the period is reflected in earnings. Discounts and premiums to par value of the debt securities are amortized to interest income/expense over the term of the security. Trading Securities—Debt securities that are bought and held primarily for the purpose of selling in the near term are reported at fair value, with unrealized gains and losses included in earnings. Available-for-Sale—Debt securities not classified as either securities held-to-maturity or trading securities are reported at fair value. For available-for-sale debt securities in an unrealized-loss position, we evaluate as of the balance sheet date whether the unrealized losses are attributable to a credit loss or other factors. The portion of unrealized losses related to a credit loss is recognized in earnings, and the portion of unrealized loss not related to a credit loss is recognized in other comprehensive income (loss). We classify our investments in marketable debt securities based on the facts and circumstances present at the time of purchase of the securities. We subsequently reassess the appropriateness of that classification at each reporting date. During the three and six months ended February 29, 2024, and for the year ended August 31, 2023, all of our investments were classified as held-to-maturity.
Capitalized Computer Software Development Costs | Capitalized Computer Software Development Costs Software development costs are capitalized in accordance with ASC 985-20. Capitalization of software development costs begins upon the establishment of technological feasibility and is discontinued when the product is available for sale. The establishment of technological feasibility and the ongoing assessment for recoverability of capitalized software development costs require considerable judgment by management with respect to certain external factors including, but not limited to, technological feasibility, anticipated future gross revenue, estimated economic life, and changes in software and hardware technologies. Capitalized software development costs are comprised primarily of salaries and direct payroll-related costs and the purchase of existing software to be used in our software products. Amortization of capitalized software development costs is calculated on a product-by-product basis on the straight-line method over the estimated economic life of the products (not to exceed five years). Amortization of software development costs amounted to $0.4 million and $0.4 million, for the three months ended February 29, 2024, and February 28, 2023, respectively, and $0.8 million and $0.8 million for the six months ended February 29, 2024, and February 28, 2023, respectively. We expect future amortization expense to vary due to increases in capitalized computer software development costs. The Company assesses capitalized computer software development costs for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Property and Equipment | Property and Equipment Property and equipment are recorded at cost, or fair market value for property and equipment acquired in business combinations, less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives as follows:
Equipment | 5 years
Computer equipment | 3 to 7 years
Furniture and fixtures | 5 to 7 years
Leasehold improvements | Shorter of the asset life or lease term
Maintenance and minor replacements are charged to expense as incurred. Gains and losses on disposals are included in the results of operations.
Internal-use Software | Internal-use Software We have capitalized certain internal-use software costs in accordance with ASC 350-40, which are included in intangible assets. The amortization of such costs is classified as general and administrative expenses on the condensed consolidated statements of operations. Maintenance of and minor upgrades to internal-use software are also classified as general and administrative expenses as incurred.
Leases | Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities (current and long-term) in our condensed consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at the commencement date. The operating lease ROU asset also includes any lease payments made at or before the commencement date and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense is recognized on a straight-line basis over the lease term.
Intangible Assets and Goodwill | Intangible Assets and Goodwill We perform valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and recognize the assets acquired and liabilities assumed at their acquisition-date fair value. Acquired intangible assets include customer relationships, software, trade names, and noncompete agreements. We determine the appropriate useful life by performing an analysis of expected cash flows based on historical experience of the acquired businesses. Finite-lived intangible assets are amortized over their estimated useful lives using the straight-line method, which approximates the pattern in which the majority of the economic benefits are expected to be consumed. Finite-lived intangible assets subject to amortization are reviewed for impairment whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable. Goodwill represents the excess of the cost of an acquired entity over the fair value of the acquired net assets. Goodwill and indefinite-lived intangible assets are tested for impairment annually or when events or circumstances change that would indicate that they might be impaired. Events or circumstances that could trigger an impairment review include, but are not limited to, a significant adverse change in legal factors or in the business climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of our use of the acquired assets or the strategy for our overall business, significant negative industry or economic trends, or significant underperformance relative to expected historical or projected future results of operations. Goodwill and the other assets and liabilities acquired as part of the Immunetrics acquisition have been assigned to our QSP reporting unit. Goodwill and intangible assets are tested for impairment at the reporting unit level, which is either one level below or the same level as an operating segment.
Other Intangible Assets | The following table summarizes other intangible assets as of February 29, 2024:
(in thousands) |  | Amortization Period |  | Acquisition Value |  | Accumulated Amortization |  | Net Book Value
Trade names |  | None |  | $ | 4,210 |  |  | $ | — |  |  | $ | 4,210 |
Covenants not to compete |  | Straight line 2 to 3 years |  | 30 |  |  | 11 |  |  | 19 |
Other internal use software |  | Straight line 3 to 5 years |  | 542 |  |  | 23 |  |  | 519 |
Customer relationships |  | Straight line 8 to 14 years |  | 8,230 |  |  | 2,283 |  |  | 5,947 |
ERP |  | Straight line 15 years |  | 2,529 |  |  | 289 |  |  | 2,240 |
|  |  |  | $ | 15,541 |  |  | $ | 2,606 |  |  | $ | 12,935 |
The following table summarizes other intangible assets as of August 31, 2023:
(in thousands) |  | Amortization Period |  | Acquisition Value |  | Accumulated Amortization |  | Net Book Value
Trade names |  | None |  | $ | 4,210 |  |  | $ | — |  |  | $ | 4,210 |
Covenants not to compete |  | Straight line 3 years |  | 30 |  |  | 3 |  |  | 27 |
Other internal use software |  | Straight line 3 to 5 years |  | 350 |  |  | 10 |  |  | 340 |
Customer relationships |  | Straight line 8 to 14 years |  | 8,230 |  |  | 1,887 |  |  | 6,343 |
ERP |  | Straight line 15 years |  | 2,112 |  |  | 207 |  |  | 1,905 |
|  |  |  | $ | 14,932 |  |  | $ | 2,107 |  |  | $ | 12,825 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Assets and liabilities recorded at fair value in the condensed consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The categories are as follows:
Level Input: |  | Input Definition:
Level I |  | Inputs that are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date.
Level II |  | Inputs, other than quoted prices included in Level I, that are observable for the asset or liability through corroboration with market data at the measurement date.
Level III |  | Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.
For certain of our financial instruments, including accounts receivable, accounts payable, and accrued compensation and other accrued expenses, the carrying amounts are representative of their fair values due to their short maturities. We invest a portion of our excess cash balances in short-term debt securities and long-term debt securities. Short-term debt securities investments as of February 29, 2024 and August 31, 2023, consisted of corporate bonds and term deposits with maturities remaining of less than 12 months. Long-term debt securities investments consisted of investment grade corporate debt. In addition, under the fair-value hierarchy, the fair market values of the Company’s cash equivalents and investments are Level I. We may also invest excess cash balances in certificates of deposit, money market accounts, government-sponsored enterprise securities, and/or commercial paper. We account for our investments in accordance with ASC 320, Investments – Debt and Equity Securities. As of February 29, 2024, all investments were classified as held-to-maturity securities, as we have the positive intent and ability to hold these securities until maturity. We believe unrealized losses on investments were primarily caused by rising interest rates rather than changes in credit quality, and, accordingly, we have not recorded an allowance for credit losses on our debt securities as of February 29, 2024 and August 31, 2023. The following tables summarize our short-term investments as of February 29, 2024, and August 31, 2023:
|  | February 29, 2024
(in thousands) |  | Amortized cost |  | Unrealized gains |  | Unrealized losses |  | Fair value
Short-term investments: |  |  |  |  |  |  |  |
Commercial notes (due within one year) |  | $ | 67,473 |  |  | $ | — |  |  | $ | (177) |  |  | $ | 67,296 |
Term deposits (due within one year) |  | 4,000 |  |  | — |  |  | — |  |  | 4,000 |
Total short-term investments |  | $ | 71,473 |  |  | $ | — |  |  | $ | (177) |  |  | $ | 71,296 |
Long-term investments: |  |  |  |  |  |  |  |
Commercial notes (due within 15 months) |  | $ | 9,024 |  |  | $ | 91 |  |  | $ | — |  |  | $ | 9,115 |
Total investments |  | $ | 80,497 |  |  | $ | 91 |  |  | $ | (177) |  |  | $ | 80,411 |
|  | August 31, 2023
(in thousands) |  | Amortized cost |  | Unrealized gains |  | Unrealized losses |  | Fair value
Short-term investments: |  |  |  |  |  |  |  |
Commercial notes (due within one year) |  | $ | 53,940 |  |  | $ | — |  |  | $ | (115) |  |  | $ | 53,825 |
Term deposits (due within one year) |  | 4,000 |  |  | — |  |  | — |  |  | 4,000 |
Total short-term investments |  | $ | 57,940 |  |  | $ | — |  |  | $ | (115) |  |  | $ | 57,825 |
As of February 29, 2024 and August 31, 2023, the Company had a liability for contingent consideration related to its acquisition of Immunetrics. The fair value measurement of the contingent consideration obligations is determined using Level 3 inputs. The fair value of contingent consideration obligations is based on a discounted cash flow model using a probability-weighted income approach. These fair value measurements represent Level 3 measurements as they are based on significant inputs not observable in markets. Significant judgment is employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent period. Accordingly, changes in assumptions could have a material impact on the amount of contingent consideration expense the Company records in any given period. Changes in the fair value of the contingent consideration obligations are recorded in the Company’s Condensed Consolidated Statement of Operations. The following is a reconciliation of contingent consideration at fair value:
(in thousands) |  | Amount
Contingent consideration at August 31, 2023 |  | $ | 4,780 |
Change in fair value of contingent consideration |  | 330 |
Contingent consideration at February 29, 2024 |  | $ | 5,110 |
Business Combination | Business Combination The acquisition method of accounting for business combinations requires us to use significant estimates and assumptions, including fair value estimates, as of the business combination date and to refine those estimates as necessary during the measurement period (defined as the period, not to exceed one year, in which we may adjust the provisional amounts recognized for a business combination). Under the acquisition method of accounting, we recognize separately from goodwill the identifiable assets acquired, the liabilities assumed, and any noncontrolling interests in an acquiree, generally at the acquisition-date fair value. We measure goodwill as of the acquisition-date as the excess of consideration transferred, which we also measure at fair value, over the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed. Costs that we incur to complete the business combination, such as investment banking, legal, and other professional fees, are not considered part of consideration, and we recognize such costs as general and administrative expenses as they are incurred. Under the acquisition method, we also account for acquired-company restructuring activities that we initiate separately from the business combination. Should the initial accounting for a business combination be incomplete by the end of a reporting period that falls within the measurement period, we report provisional amounts in our financial statements. During the measurement period, we adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date, and we record those adjustments to our financial statements. We apply those measurement-period adjustments that we determine to be material retrospectively to comparative information in our financial statements, including adjustments to depreciation and amortization expense. Under the acquisition method of accounting for business combinations, if we identify changes to acquired deferred-tax asset valuation allowances or liabilities related to uncertain tax positions during the measurement period, and they relate to new information obtained about facts and circumstances that existed as of the acquisition date, those changes are considered a measurement period adjustment and we record the offset to goodwill. We record all other changes to deferred-tax asset valuation allowances and liabilities related to uncertain tax positions in current-period income tax expense. This accounting applies to all of our acquisitions regardless of acquisition date.
Research and Development Costs | Research and Development Costs Research and development costs are charged to expense as incurred until technological feasibility has been established. These costs include salaries, laboratory experiments, and purchased software that was developed by other companies and incorporated into, or used in the development of, our final products.
Income Taxes | Income Taxes We account for income taxes in accordance with ASC 740, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities.
Intellectual property | Intellectual property In May 2014, we entered into a termination and non-assertion agreement with TSRL, Inc., pursuant to which the parties agreed to terminate an exclusive software licensing agreement entered into between the parties in 1997. As a result, the Company obtained a perpetual right to use certain source code and data, and TSRL relinquished any rights and claims to any GastroPlus products and to any claims, royalties, or other payments under that 1997 agreement.
Earnings per Share | Earnings per Share We report earnings per share in accordance with ASC 260. Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding. Diluted earnings per share is computed similarly to basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.
Stock-Based Compensation | Stock-Based Compensation Compensation costs related to stock options are determined in accordance with ASC 718. Compensation cost is calculated based on the grant-date fair value estimated using the Black-Scholes pricing model and then amortized on a straight-line basis over the requisite service period. Stock-based compensation costs related to stock options, not including shares issued to directors for services, was
Impairment of Long-lived Assets | Impairment of Long-lived Assets We account for the impairment and disposition of long-lived assets in accordance with ASC 360. Long-lived assets to be held and used are reviewed for events or changes in circumstances that indicate that their carrying value may not be recoverable. We measure recoverability by comparing the carrying amount of an asset to the expected future undiscounted net cash flows generated by the asset. If we determine that the asset may not be recoverable, or if the carrying amount of an asset exceeds its estimated future undiscounted cash flows, we recognize an impairment charge to the extent of the difference between the fair value and the asset's carrying amount.
Recently Issued Accounting Standards and Recently Adopted Accounting Standards | Recently Issued Accounting Standards In October 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-06 - Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative ("ASU 2023-06"). ASU 2023-06 incorporates 14 of the 27 disclosure requirements published in SEC Release No. 33-10532 - Disclosure Update and Simplification into various topics within the Accounting Standards Codification ("ASC"). ASU 2023-06's amendments represent clarifications to, or technical corrections of, current requirements. For SEC registrants, the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. Early adoption is prohibited. The Company does not expect ASU 2023-06 to have a material effect on its condensed consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the ASU to determine its impact on the Company’s disclosures. Recently Adopted Accounting Standards In October 2021, the FASB issued ASU 2021-08, Business Combinations - Accounting for contract assets and contract liabilities from contracts with customers (Topic 805), which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Revenues from Contracts with Customers (Topic 606). For public companies, the guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company adopted the guidance during fiscal year 2023. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), which requires business entities to disclose information about transactions with a government that are accounted for by applying a grant or contribution model by analogy (for example, IFRS guidance in IAS 20 or guidance on contributions for not-for-profit entities in ASC 958-605). For transactions within scope, the new standard requires the disclosure of information about the nature of the transaction, including significant terms and conditions, as well as the amounts and specific financial-statement line items affected by the transaction. The new guidance is effective for annual reporting periods beginning after December 15, 2021. The Company adopted the guidance during fiscal year 2023. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements.

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- Definition Disclosure of accounting policy for completed business combinations (purchase method, acquisition method or combination of entities under common control). This accounting policy may include a general discussion of the purchase method or acquisition method of accounting (including for example, the treatment accorded contingent consideration, the identification of assets and liabilities, the purchase price allocation process, how the fair values of acquired assets and liabilities are determined) and the entity's specific application thereof. An entity that acquires another entity in a leveraged buyout transaction generally discloses the accounting policy followed by the acquiring entity in determining the basis used to value its interest in the acquired entity, and the rationale for that accounting policy. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 05 -Paragraph 4 -Subparagraph (a)-(d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479515/805-10-05-4 + Details
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