Wireless
Ronin Technologies, Inc.
5929
Baker Road, Suite 475
Minnetonka,
MN 55345
| VIA EDGAR |
August 12,
2009
|
Kathleen
Collins
Accounting
Branch Chief
Mail Stop
4561
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
100 F
Street, N.E.
Washington,
D.C. 20549
|
|
Re:
|
Wireless
Ronin Technologies, Inc.
|
| Form 10-K for Fiscal Year Ended December 31, 2008 | ||
| Forms 8-K Filed February 17, 2009 and May 7, 2009 | ||
| File No. 001-33169 |
Dear Ms.
Collins:
We are
responding to your letter dated July 29, 2009. Our responses follow
the comments included in your letter, which are presented in boldface
type. From a disclosure perspective, we intend to address concerns
raised in your comments in future periodic reports in accordance with the
responses set forth below.
Form 10-K for the Fiscal
Year Ended December 31, 2008
Item
7. Management’s Discussion and Analysis or Plan of
Operations
Results of Operations, page
36
|
1.
|
In
the discussion of your results of operations, you refer to various factors
that have impacted revenue without quantifying the impact of each
factor. For example, you disclose that the increase in sales
was the result of new customer relationships, the expansion of existing
customer relationships and a full year of sales from your Canadian
operations, offset by the loss of a large customer in 2007 but you give no
indication as to the relative impact of each factor. Please
explain to us how you considered Section III.D of SEC Release No. 33-6835
and Section III.B of SEC Release No. 33-8350. Note that this
comment also applies to your discussion on changes to cost of sales and
various operating expenses.
|
Response: The
Company discloses factors that contribute to material changes in its results of
operations in order of their magnitude. Although the
Company did not quantify the individual impact of each source, the accompanying
notes to the consolidated financial statements contained in the Company’s Annual
Report on Form 10-K (the “10-K”) for the year ended December 31, 2008, provide
additional disclosure which further helps to rank the relative importance and
impact of each factor cited.
In future
filings, when identifying two or more sources as factors that contribute to a
material change in results of operations, the Company will continue to list the
sources in the relative order of importance and impact and will quantify
individual effects of multiple factors to the extent possible and
meaningful.
Liquidity and Capital
Resources
Operating Activities, page
40
|
2.
|
We
note that your discussion of cash flows from operating activities is
essentially a recitation of the reconciling items identified on the face
of the statement of cash flows. This does not appear to
contribute substantively to an understanding of your cash
flows. Rather, it repeats items that are readily determinable
from the financial statements. When preparing the discussion
and analysis of operating cash flows, you should address material changes
in the underlying drivers that affect these cash flows. These
disclosures should also include a discussion of the underlying reasons for
changes in working capital items that affect operating cash
flows. Please tell us how you considered the guidance in
Section IV.B.1 of SEC Release
33-8350.
|
Response: The
Company did not provide explanations of the underlying drivers that affect cash
flow as the fluctuations in our working capital accounts from period to period
were considered either mere timing differences (i.e. receipt of payments from
customers or payments to our vendors) or the result of an overall increase in
revenue and expenses for the period. The Company determined that none
of the changes to its working capital accounts for the period presented was the
result of a material change in the underlying drivers and, therefore, they were
not necessary to disclose as prescribed in Section IV.B.1 of SEC Release
33-8350.
In the
future filings, when discussing changes in working capital accounts within the
operating activities of its cash flow, the Company will include discussions of
any material underlying drivers.
Kathleen
Collins
U.S.
Securities and Exchange Commission
August
12, 2009
Page
2
Consolidated Statements of
Operations, page F-4
|
3.
|
Your
disclosures indicate that for certain arrangements, the Company recognizes
revenue pursuant to SOP 81-1. Tell us the amount of revenues
recognized using contract accounting for each period
presented. Also, tell us where you classify these revenues and
related costs in your Consolidated Statements of Operations. If
you classify these revenues and related costs as a single line item (i.e.
within “Services and other”) or allocate between products and services,
please explain your basis of presentation or allocation methodology, why
you believe such presentation is reasonable and confirm to us that this
presentation has been consistently applied. Assuming that your
presentation of revenues and cost of revenues is considered reasonable for
purposes of complying with Rule 5-03(b)(1) and (2) of Regulation S-X,
please ensure that your MD&A, Critical Accounting Policies and
Estimates and footnote disclosures include a discussion of your basis of
presentation or allocation methodology and discuss the reasons for such
presentation or allocation.
|
Response: Revenue
recognized using contract accounting for the years ended December 31, 2008, 2007
and 2006, totaled $2,827,000, $1,349,000 and $0, respectively. The
Company classified the revenue and associated cost on the “Services and Other”
line within the “Sales” and “Cost of Sales” sections of the Consolidated
Statement of Operations on page F-4 of the 10-K. In all cases where
the Company applied the contract method of accounting, the Company’s only
deliverable was professional services, thus, the Company believes presenting the
revenue on a single line is appropriate. The Company’s presentation
of revenue recognized on a contract completion basis has been consistently
applied for all periods presented.
The
Company will ensure future filings include a discussion regarding the basis of
presentation or allocation methodology and the reasons for such presentation or
allocation within the MD&A, Critical Accounting Policies and Estimates and
footnote disclosures in accordance with Rule 5-03(b)(1) and (2) of Regulation
S-X.
Notes to Consolidated
Financial Statements
Note 1. Nature of
Operations and Summary of Significant Accounting Policies
Revenue Recognition, page
F-7
|
4.
|
We
note that you derive revenue from multiple element arrangements that
include a combination of software products, system hardware, maintenance
and support, or installation and training services in accordance with SOP
97-2. Please describe your methodology for establishing
vendor-specific objective evidence (“VSOE”) of fair value for each of your
elements, the accounting literature you considered, and how you considered
disclosing your policy in your revenue recognition footnote. If
VSOE is based on stated renewal rates then please tell us how you
determined the renewal rates are substantive. In this regard,
please provide the range of renewal rates and tell us what percentage of
your customers actually renew at such rates. Alternatively, if
VSOE is based on stand-alone sales, then provide the volume and range of
stand alone sales used to establish VSOE. Also, please describe
the various factors that affect your VSOE analysis including customer type
and other pricing factors (e.g., geographic region, purchase volume,
competitive pricing, perpetual versus term license,
etc.).
|
Response: The
Company has established VSOE of fair value for each of its products and services
as a result of the sale of each of these elements on a stand-alone
basis. The Company has an established history of selling individual
monitors and media players. In addition, the Company routinely sells various
service offerings individually, including installation, content creation and
other professional services. The Company’s fair value of software and
licenses is based on normal pricing and discounts for the product when sold
separately. The fair value for purposes of determining VSOE for
maintenance and support services is based upon the renewal rate the Company
charges for post-contract support agreements. The Company
considered EITF 00-21 “Application Guidance” for purposes of determining the
basis of establishing individual VSOE for each element. The
Company disclosed how VSOE of each element was determined and the applicable
accounting literature used as a basis for this determination in Note 1 to
Consolidated Financial Statements on page F-8 of the 10-K.
In the
case of establishing VSOE for the Company’s software maintenance or
post-contract support agreements, the Company applies the renewal rate which has
historically been 20% of the software sales price. Of the customers
who renew their maintenance in the subsequent years, the Company
has consistently charged all them at this rate, which supports the
fair value and establishment of VSOE for the offer.
For those
offerings on which VSOE is established on a stand-alone basis, the Company has
substantiated VSOE through the stand-alone sale of hardware, which is comprised
of screens or monitors and a media player. The sale price of monitors
can range from $1,500 to over $5,000 depending on the size and
type. Of the Company’s monitor sales, 90% are 42 inch screens at a
sales price of approximately $1,500. The sale price of a media player
is approximately $1,000. The volume generated in fiscal year 2008 for
screens and media players was approximately 1,000 units each.
The other
items sold on a stand-alone basis are our services. The Company charges from $80
to $150 per hour, depending on the type of services provided. The
volume of total hours worked during the fiscal year 2008 was approximately
25,000. The billable rate is adjusted depending on the size and scope
of the project. For instance, the Company usually provides a discount from its
published billing rates for a larger project. Also, the rate depends
on the type of service offering. The hourly billing rate for content creation is
typically significantly less ($80 to $100) than the rate charged for software
development ($115 to $150).
Kathleen
Collins
U.S.
Securities and Exchange Commission
August
12, 2009
Page
3
|
5.
|
We
note in your disclosure that you defer revenue under the residual method
for undelivered maintenance and support fees included in the price of
software. Reconcile this statement with your disclosure that
“each element of [your] multiple element arrangements qualifies for
separate accounting with the exception of undelivered maintenance and
service fees.” In this regard, explain how you utilize the
residual method for elements that do not qualify for separate
accounting.
|
Response: The
Company provides each of its customers a one-year software warranty, which
includes technical support and rights to future upgrades/updates to our
software. As a result, the Company applies the residual method of accounting
whereby it defers 20% of the software sales price. The deferred
portion is recorded as “Deferred Revenue” and amortized over the one year period
as “Services” revenue over the period provided. The Company’s
reference to “Undelivered maintenance and service fees” was unintentionally
mislabeled as it should have referenced “Undelivered maintenance and support
fees.” Given that the second sentence in the last
paragraph in Note 1 under the section “The Company recognizes revenue primarily
from these sources:” on page F-8 of the 10-K references “Support fees,” which
follows the reference to “Service fees,” we would not look to amend our 10-K,
but rather address this in our subsequent
filings. All other elements, other than maintenance and support
fees, qualify for separate accounting and do not utilize the residual method of
accounting.
|
6.
|
We
note that the Company records revenue from your SOP 81-1 contracts based
on the percentage of services provided during the reporting period to
total estimated services to be provided over the duration of the
contract. Please explain further what you mean by “services
provided.” In this regard, clarify whether you recognize
revenue using input measures or output measures and tell us what specific
measures are used to determine “services provided” (i.e. labor hours,
service milestones, etc.). Also, please consider revising your
disclosures to more clearly describe how you measure progress to
completion for the Company’s SOP 81-1
contracts.
|
Response: The
Company enters into contracts which provide technology integration consulting
services, which designs/resigns, builds and implements new or enhanced system
applications and related processes for clients. The Company’s
reference to “services provided” in Note 1 on page F-9 of the 10-K under the
paragraph “Software design and development services” refers to the effort
expended by the Company in the form of labor hours as outlined in the contract
(input measures). A typical contract will outline the services to be
performed and an estimate of the number of hours to complete a particular
project as part of a proposal or statement of work. If a project is not
milestone based, the Company will make a determination of the revenue to be
recognized based on the total hours worked during a reporting period as a
percentage of the total estimated hours for the entire project.
The
Company has also entered into other contracts which outline specific milestones
as part of a statement of work. These milestones usually involve the
delivery of a particular phase of the project and customer
acceptance. The Company will defer revenue until each milestone has
been delivered and the customer evidences acceptance by signing a customer
certificate which signifies the completion of the milestone.
The
Company plans to revise its disclosure in future filings to more clearly
describe how our Company measures its progress for completion of SOP 81-1
contracts. An example would be as follows: The Company
measures its progress for completion in accordance with SOP 81-1 based on either
the hours worked as a percentage of the total number of hours of the project or
by delivery and customer acceptance of specific milestones as outlined per the
terms of the agreement with the customer.
Use of Non-GAAP
Measures
|
7.
|
We
note your use of non-GAAP measures in the Form 8-Ks filed February 17,
2009 and May 7, 2009 that exclude a number of items that appear to be
recurring in nature. Please revise to include the following
disclosures pursuant to Question 8 of Frequently Asked Questions Regarding
the Use of Non-GAAP Financial
Measures:
|
|
·
|
the
economic substance behind management’s decision to use such a
measure;
|
|
·
|
the
material limitations associated with use of the non-GAAP financial measure
as compared to the use of the most directly comparable GAAP financial
measure;
|
|
·
|
the
manner in which management compensates for these limitations when using
the non-GAAP financial measure; and
|
|
·
|
the substantive reasons why management believes the non-GAAP financial measure provides useful information to investors. |
In
this regard, we believe you should further enhance your disclosures to comply
with Item 10(e)(1)(i)(C) and (D) of Regulation S-K and Question 8 of the related
FAQ to demonstrate the usefulness of your non-GAAP financial measures, which
appear to exclude certain items that could be considered non-recurring in
nature, especially since these measures appear to be used to evaluate
performance.
Response: The
Company uses the non-GAAP financial measures to evaluate its performance against
the performance of other companies in our industry that present similar non-GAAP
financial measures and for purposes of determining incentive compensation. In
addition, by factoring out the effects of unusual events, the non-GAAP financial
measures provide a framework for measuring the Company’s ongoing operating
performance against other similarly situated hardware and software companies’
ongoing operating performance. The Company believes, as it relates to
its consideration for excluding non-recurring items in Question 8 of the related
FAQ, the items excluded for non-GAAP purposes are non-recurring in nature and
therefore not representative of its operations on an ongoing basis.
Kathleen
Collins
U.S.
Securities and Exchange Commission
August
12, 2009
Page
4
The
Company also believes that the most material limitation associated with use of
its non-GAAP financial measures is that the non-GAAP financial measures may not
reflect the full economic impact of the Company’s activities and reliance on the
non-GAAP measures may lead management to make a business decision with
unintended economic results or unanticipated consequences for the Company’s GAAP
financial results. The Company believes that management compensates
for these limitations by not relying exclusively on the non-GAAP financial
measures, continuously reevaluating what non-GAAP adjustments are appropriate
and regularly considering how to balance GAAP and non-GAAP financial
measurements in evaluating the performance of the Company and paying incentive
compensation.
Management
believes the non-GAAP financial measures provide useful information to investors
because such measures approximate the Company’s cash flow generation or
usage. The Company believes the ability to generate cash is an
important aspect in the financial evaluation of our Company. In
future earnings releases, the Company will expand the disclosure related to
non-GAAP financial measures to be consistent with the requirements of Answer 8
to the Commission’s Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures.
The
Company intends to add such further explanations to its future disclosures
pursuant to Item 10(e)(1)(i)(C) and (D) of Regulation S-K.
We
acknowledge that:
|
|
·
|
our
company is responsible for the adequacy and accuracy of the disclosure in
our filings;
|
|
|
·
|
staff
comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the
filings; and
|
|
|
·
|
our
company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
|
If you
require any additional information or have any questions, please call me at
(952) 564-3525.
Sincerely,
/s/
Darin P. McAreavey
Darin P.
McAreavey
Vice
President and Chief Financial Officer
cc: James
C. Granger
President and Chief
Executive Officer
Scott N. Ross, Esq.
Vice
President, General Counsel and Secretary
Brett D.
Anderson, Esq.