x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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75-2788861
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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2201 Lakeside Blvd.
Richardson, Texas
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75082-4305
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(Address of principal executive offices)
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(Zip Code)
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Common Stock, $0.001 par value
|
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The NASDAQ Stock Market LLC
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(Title of class)
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(Name of each exchange on which registered)
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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||
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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SIGNATURES AND EXHIBIT INDEX
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|
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•
|
require significant customization to implement, which frequently inhibits upgrading to new versions or platforms in a timely manner;
|
•
|
require information technology (“IT”) resources to support integration points between property management systems and disparate value-added services;
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•
|
require IT resources to implement and maintain data security, data integrity, performance, and business continuity solutions;
|
•
|
lack scalability and flexibility to account for the expansion or contraction of a property portfolio;
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•
|
lack material organic lease generation capability and do not track the cost of leads generated by each source;
|
•
|
lack effective spend management capabilities for controlling property management costs;
|
•
|
lack comprehensive analytics for pricing and yield optimization;
|
•
|
lack workflow level integration;
|
•
|
do not provide owners, managers, and investors with visibility into overall property performance; and
|
•
|
cannot be easily updated to meet new regulations and compliance requirements.
|
•
|
conventional single family properties;
|
•
|
conventional multifamily properties;
|
•
|
affordable Housing and Urban Development (“HUD”) properties;
|
•
|
affordable tax credit properties;
|
•
|
rural housing properties;
|
•
|
privatized military housing;
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•
|
commercial properties;
|
•
|
student housing;
|
•
|
senior living;
|
•
|
homeowner association properties;
|
•
|
short term rentals; and
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•
|
vacation rentals.
|
•
|
field marketing events for clients and prospects;
|
•
|
participation in, and sponsorship of, user conferences, trade shows, and industry events;
|
•
|
client programs, including client user meetings and our online client community;
|
•
|
online marketing activities, including online advertising and SEO, email campaigns, web campaigns, white papers, free product trials and demos, webcasts, case studies, and the use of social media, including blogging, Facebook, LinkedIn, and Twitter;
|
•
|
public relations;
|
•
|
use of our website to provide product and company information, as well as learning opportunities for potential clients; and
|
•
|
ongoing consumer email marketing campaigns that drive adoption of transactional products, such as online payments and renter’s insurance, by residents on behalf of our property management clients.
|
•
|
the extent to which on demand software solutions maintain market acceptance;
|
•
|
fluctuations in leasing activity by our clients;
|
•
|
our ability to timely introduce enhancements to our existing solutions and new solutions;
|
•
|
our ability to renew the use of our on demand solutions for units managed by our existing clients and to increase the use of our on demand solutions for the management of units by our existing and new clients;
|
•
|
changes in our pricing policies or those of our competitors or new competitors;
|
•
|
the variable nature of our sales and implementation cycles;
|
•
|
our ability to anticipate and adapt to external forces and the emergence of new technologies and products;
|
•
|
our ability to enter into new markets and capture additional market share;
|
•
|
our ability to integrate acquisitions in a cost-effective and timely manner;
|
•
|
the timing of revenue and expenses related to recent and potential acquisitions or dispositions of businesses or technologies;
|
•
|
changes in local economic, political and regulatory environments of our international operations;
|
•
|
general economic, industry and market conditions in the rental housing industry that impact our current and potential clients;
|
•
|
the amount and timing of our investment in research and development activities;
|
•
|
technical difficulties, service interruptions, data or document losses or security breaches;
|
•
|
our ability to hire and retain qualified key personnel, including particular key positions in our sales force and IT department;
|
•
|
changes in the legal, regulatory or compliance environment related to the rental housing industry or the markets in which we operate, including without limitation changes related to fair credit reporting, payment processing, data
|
•
|
the amount and timing of operating expenses and capital expenditures related to the expansion of our operations and infrastructure;
|
•
|
increase in the number or severity of insurance claims on policies sold by us;
|
•
|
litigation and settlement costs, including unforeseen costs;
|
•
|
new accounting pronouncements and changes in accounting standards or practices, particularly any affecting the recognition of subscription revenue or accounting for mergers and acquisitions; and
|
•
|
changes in tax policy in the United States and globally that affect the deductibility of certain expenses and how our profits are taxed, including the “Tax Reform Act,” as defined below.
|
•
|
successfully supporting and maintaining a broad range of current and emerging solutions;
|
•
|
identifying suitable acquisition targets and efficiently managing the closing of acquisitions and the integration of targets into our operations;
|
•
|
maintaining continuity in our senior management and key personnel;
|
•
|
attracting, retaining, training and motivating our employees, particularly technical, client service and sales personnel;
|
•
|
enhancing our financial and accounting systems and controls;
|
•
|
enhancing our information technology infrastructure, processes and controls;
|
•
|
successfully completing system upgrades and enhancements; and
|
•
|
managing expanded operations in geographically dispersed locations.
|
•
|
difficulties in integrating and managing the operations and technologies of the companies we acquire;
|
•
|
diversion of our management’s attention from normal daily operations of our business;
|
•
|
our inability to maintain the clients, the key employees, the key business relationships and the reputations of the businesses we acquire;
|
•
|
our inability to generate sufficient revenue from acquisitions to offset our increased expenses associated with acquisitions;
|
•
|
difficulties in predicting or achieving the synergies between acquired businesses and our own businesses;
|
•
|
our responsibility for the liabilities of the businesses we acquire, including, without limitation, liabilities arising out of their failure to maintain effective data security, data integrity, disaster recovery and privacy controls prior to the acquisition, or their infringement or alleged infringement of third-party intellectual property, contract or data access rights prior to the acquisition;
|
•
|
difficulties in complying with new markets or regulatory standards to which we were not previously subject;
|
•
|
delays in our ability to implement internal standards, controls, procedures and policies in the businesses we acquire; and
|
•
|
adverse effects of acquisition activity on the key performance indicators we use to monitor our performance.
|
•
|
decreasing demand for leasing and marketing solutions;
|
•
|
reducing the number of occupied sites and units on which we earn revenue;
|
•
|
preventing our clients from expanding their businesses and managing new properties;
|
•
|
causing our clients to reduce spending on our solutions;
|
•
|
subjecting us to increased pricing pressure in order to add new clients and retain existing clients;
|
•
|
causing our clients to switch to lower-priced solutions provided by our competitors or internally developed solutions;
|
•
|
delaying or preventing our collection of outstanding accounts receivable; and
|
•
|
causing payment processing losses related to an increase in client insolvency.
|
•
|
incur additional indebtedness or guarantee indebtedness of others;
|
•
|
create liens on our assets;
|
•
|
enter into mergers or consolidations;
|
•
|
dispose of assets;
|
•
|
prepay certain indebtedness;
|
•
|
make changes to our governing documents and certain of our agreements;
|
•
|
pay dividends and make other distributions on our capital stock, and redeem and repurchase our capital stock;
|
•
|
make investments, including acquisitions; and
|
•
|
enter into transactions with affiliates.
|
•
|
our failure to develop new or additional solutions;
|
•
|
our inability to market our solutions in a cost-effective manner to new clients or in new vertical or geographic markets;
|
•
|
our inability to expand our sales to existing clients;
|
•
|
our inability to build and promote our brand; and
|
•
|
perceived or actual security, integrity, reliability, quality or compatibility problems with our solutions.
|
•
|
develop superior products or services, gain greater market acceptance and expand their offerings more efficiently or more rapidly;
|
•
|
adapt to new or emerging technologies and changes in client requirements more quickly;
|
•
|
take advantage of acquisition and other opportunities more readily;
|
•
|
adopt more aggressive pricing policies, such as offering discounted pricing for purchasing multiple bundled products;
|
•
|
devote greater resources to the promotion of their brand and marketing and sales of their products and services; and
|
•
|
devote greater resources to the research and development of their products and services.
|
•
|
a reduction in new sales or subscription renewal rates;
|
•
|
unexpected sales credits or refunds to our clients, loss of clients and other potential liabilities;
|
•
|
delays in client payments, increasing our collection reserve and collection cycle;
|
•
|
diversion of development resources and associated costs;
|
•
|
harm to our reputation and brand; and
|
•
|
unanticipated litigation costs.
|
•
|
political, social, economic or environmental instability, terrorist attacks and security concerns in general;
|
•
|
limitations of local infrastructure;
|
•
|
fluctuations in currency exchange rates;
|
•
|
higher levels of credit risk and payment fraud;
|
•
|
reduced protection for intellectual property rights in some countries;
|
•
|
difficulties in staffing and managing global operations and the increased travel, infrastructure and legal compliance costs associated with multiple international locations;
|
•
|
compliance with statutory equity requirements and management of tax consequences; and
|
•
|
outbreaks of highly contagious diseases.
|
•
|
liability for client costs related to disputed or fraudulent transactions if those costs exceed the amount of the client reserves we have during the clearing period or after renter payments have been settled to our clients;
|
•
|
electronic processing limits on the amount of custodial balances that any single ODFI, or collectively all of our ODFIs, will underwrite;
|
•
|
reliance on sponsor banks, card payment processors and other payment service provider partners to process electronic transactions;
|
•
|
failure by us or our sponsor banks to adhere to applicable laws and regulatory requirements or the standards of the electronic payments rules and regulations and other rules and regulations that may impact the provision of electronic payment services;
|
•
|
continually evolving laws and regulations governing payment processing and money transmission, the application or interpretation of which is not clear in some jurisdictions;
|
•
|
incidences of fraud, a security breach or our failure to comply with required external audit standards;
|
•
|
our inability to increase or modify our fees at times when sponsor banks, electronic payment partners or associations increase their transaction processing fees or impose restrictions on the type, structure or amount of fees we can charge;
|
•
|
repricing actions taken by card associations or payment networks or imposed as a result of governmental regulation or due to competitive pressures, which could negatively impact the prices we can charge customers for our services; and
|
•
|
inconsistent and conflicting laws, regulations and card association or payment network rules that may result in fee structures that cause consumer confusion, complaints or litigation.
|
•
|
variations in our operating results or in expectations regarding our operating results;
|
•
|
variations in operating results of similar companies;
|
•
|
changes in our financial guidance and how our actual results compare to such guidance;
|
•
|
changes in the estimates of our operating results or changes in recommendations by any research analysts that elect to follow our common stock;
|
•
|
announcements of technological innovations, new solutions or enhancements, acquisitions, strategic alliances or agreements by us or by our competitors;
|
•
|
announcements by competitors regarding their entry into new markets, and new product, service and pricing strategies;
|
•
|
marketing, advertising or other initiatives by us or our competitors;
|
•
|
increases or decreases in our sales of products and services for use in the management of units by clients and increases or decreases in the number of units managed by our clients;
|
•
|
threatened or actual litigation;
|
•
|
major changes in our board of directors or management;
|
•
|
recruitment or departure of key personnel;
|
•
|
market conditions in our industry and the economy as a whole;
|
•
|
the overall performance of the equity markets;
|
•
|
sales of our shares of common stock by existing stockholders;
|
•
|
volatility in our stock price, which may lead to higher stock-based expense under applicable accounting standards; and
|
•
|
adoption or modification of regulations, policies, procedures or programs applicable to our business.
|
•
|
a classified board of directors whose members serve staggered three-year terms;
|
•
|
not providing for cumulative voting in the election of directors;
|
•
|
authorizing our board of directors to issue, without stockholder approval, preferred stock with rights senior to those of our common stock;
|
•
|
prohibiting stockholder action by written consent; and
|
•
|
requiring advance notification of stockholder nominations and proposals.
|
|
December 31, 2013
|
|
December 31, 2014
|
|
December 31, 2015
|
|
December 31, 2016
|
|
December 31, 2017
|
|
December 31, 2018
|
||||||||||||
RealPage, Inc.
|
$
|
100.00
|
|
|
$
|
93.93
|
|
|
$
|
96.02
|
|
|
$
|
128.31
|
|
|
$
|
189.48
|
|
|
$
|
206.12
|
|
NASDAQ Composite—Total Returns
|
100.00
|
|
|
114.75
|
|
|
122.74
|
|
|
133.62
|
|
|
173.22
|
|
|
168.30
|
|
||||||
NASDAQ Global Market Index
|
100.00
|
|
|
106.01
|
|
|
106.00
|
|
|
101.91
|
|
|
127.16
|
|
|
148.17
|
|
||||||
NASDAQ Computer and Data Processing Index
|
100.00
|
|
|
106.92
|
|
|
140.18
|
|
|
152.41
|
|
|
214.71
|
|
|
236.87
|
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(1)
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
(1)
|
||||||
October 1, 2018 through October 31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
100,000,000
|
|
November 1, 2018 through November 30, 2018
|
|
449,664
|
|
|
46.99
|
|
|
449,664
|
|
|
78,869,061
|
|
||
December 1, 2018 through December 31, 2018
|
|
150,000
|
|
|
46.34
|
|
|
150,000
|
|
|
71,917,676
|
|
||
Total
|
|
599,664
|
|
|
$
|
46.83
|
|
|
599,664
|
|
|
$
|
71,917,676
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
(in thousands, except per share data)
|
||||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
On demand
|
|
$
|
833,709
|
|
|
$
|
642,622
|
|
|
$
|
542,531
|
|
|
$
|
450,962
|
|
|
$
|
390,622
|
|
Professional and other
|
|
35,771
|
|
|
28,341
|
|
|
25,597
|
|
|
17,558
|
|
|
13,929
|
|
|||||
Total revenue
|
|
869,480
|
|
|
670,963
|
|
|
568,128
|
|
|
468,520
|
|
|
404,551
|
|
|||||
Cost of revenue
|
|
328,382
|
|
|
258,135
|
|
|
225,539
|
|
|
184,400
|
|
|
164,159
|
|
|||||
Amortization of product technologies
|
|
35,797
|
|
|
22,163
|
|
|
17,669
|
|
|
14,213
|
|
|
10,712
|
|
|||||
Gross profit
|
|
505,301
|
|
|
390,665
|
|
|
324,920
|
|
|
269,907
|
|
|
229,680
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Product development
|
|
118,525
|
|
|
89,452
|
|
|
73,607
|
|
|
68,799
|
|
|
64,418
|
|
|||||
Sales and marketing
|
|
163,887
|
|
|
140,473
|
|
|
121,707
|
|
|
111,944
|
|
|
99,870
|
|
|||||
General and administrative
|
|
118,208
|
|
|
112,975
|
|
|
85,013
|
|
|
68,814
|
|
|
69,202
|
|
|||||
Amortization of intangible assets
|
|
35,911
|
|
|
17,755
|
|
|
12,599
|
|
|
11,164
|
|
|
11,693
|
|
|||||
Impairment of intangible assets
|
|
2,720
|
|
|
—
|
|
|
750
|
|
|
20,801
|
|
|
—
|
|
|||||
Total operating expenses
|
|
439,251
|
|
|
360,655
|
|
|
293,676
|
|
|
281,522
|
|
|
245,183
|
|
|||||
Operating income (loss)
|
|
66,050
|
|
|
30,010
|
|
|
31,244
|
|
|
(11,615
|
)
|
|
(15,503
|
)
|
|||||
Interest expense and other, net
|
|
(31,750
|
)
|
|
(14,769
|
)
|
|
(3,758
|
)
|
|
(1,449
|
)
|
|
(1,104
|
)
|
|||||
Income (loss) before income taxes
|
|
34,300
|
|
|
15,241
|
|
|
27,486
|
|
|
(13,064
|
)
|
|
(16,607
|
)
|
|||||
Income tax (benefit) expense
|
|
(425
|
)
|
|
14,864
|
|
|
10,836
|
|
|
(3,846
|
)
|
|
(6,333
|
)
|
|||||
Net income (loss)
|
|
$
|
34,725
|
|
|
$
|
377
|
|
|
$
|
16,650
|
|
|
$
|
(9,218
|
)
|
|
$
|
(10,274
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.40
|
|
|
$
|
0.00
|
|
|
$
|
0.22
|
|
|
$
|
(0.12
|
)
|
|
$
|
(0.13
|
)
|
Diluted
|
|
$
|
0.38
|
|
|
$
|
0.00
|
|
|
$
|
0.21
|
|
|
$
|
(0.12
|
)
|
|
$
|
(0.13
|
)
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
87,290
|
|
|
79,433
|
|
|
76,854
|
|
|
76,689
|
|
|
76,991
|
|
|||||
Diluted
|
|
91,531
|
|
|
82,398
|
|
|
77,843
|
|
|
76,689
|
|
|
76,991
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
(in thousands, except client and employee data)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
(1)
|
|
$
|
228,159
|
|
|
$
|
69,343
|
|
|
$
|
104,886
|
|
|
$
|
30,911
|
|
|
$
|
26,936
|
|
Total current assets
|
|
$
|
540,753
|
|
|
$
|
308,579
|
|
|
$
|
297,455
|
|
|
$
|
221,943
|
|
|
$
|
186,819
|
|
Total assets
|
|
$
|
2,097,773
|
|
|
$
|
1,516,293
|
|
|
$
|
788,098
|
|
|
$
|
623,201
|
|
|
$
|
566,294
|
|
Total current liabilities
|
|
$
|
412,232
|
|
|
$
|
332,907
|
|
|
$
|
250,527
|
|
|
$
|
215,347
|
|
|
$
|
196,709
|
|
Total deferred revenue
|
|
$
|
125,606
|
|
|
$
|
122,160
|
|
|
$
|
95,891
|
|
|
$
|
91,179
|
|
|
$
|
80,388
|
|
Current and long-term debt
(2)
|
|
$
|
596,572
|
|
|
$
|
648,818
|
|
|
$
|
122,429
|
|
|
$
|
40,292
|
|
|
$
|
20,866
|
|
Total liabilities
|
|
$
|
1,034,749
|
|
|
$
|
1,014,418
|
|
|
$
|
403,335
|
|
|
$
|
296,749
|
|
|
$
|
237,514
|
|
Total stockholders’ equity
|
|
$
|
1,063,024
|
|
|
$
|
501,875
|
|
|
$
|
384,763
|
|
|
$
|
326,452
|
|
|
$
|
328,780
|
|
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA
(3)
|
|
$
|
231,176
|
|
|
$
|
163,445
|
|
|
$
|
127,210
|
|
|
$
|
92,191
|
|
|
$
|
70,589
|
|
Operating cash flow
|
|
$
|
244,807
|
|
|
$
|
140,263
|
|
|
$
|
129,449
|
|
|
$
|
95,930
|
|
|
$
|
83,574
|
|
Capital expenditures
|
|
$
|
50,933
|
|
|
$
|
49,752
|
|
|
$
|
75,241
|
|
|
$
|
33,384
|
|
|
$
|
37,062
|
|
Selected Operating Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of on demand clients at period end
|
|
12,266
|
|
|
12,414
|
|
|
11,042
|
|
|
11,998
|
|
|
10,744
|
|
|||||
Number of on demand units at period end
|
|
16,219
|
|
|
13,003
|
|
|
10,989
|
|
|
10,568
|
|
|
9,560
|
|
|||||
Total number of employees at period end
|
|
6,267
|
|
|
5,462
|
|
|
4,410
|
|
|
4,122
|
|
|
3,875
|
|
(1)
|
Excludes restricted cash.
|
(2)
|
Includes capital lease obligations.
|
(3)
|
A definition of this non-GAAP financial measure and a discussion of our use of it is included in Item 7, “Management’s
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Net income (loss)
|
|
$
|
34,725
|
|
|
$
|
377
|
|
|
$
|
16,650
|
|
|
$
|
(9,218
|
)
|
|
$
|
(10,274
|
)
|
Acquisition-related and other deferred revenue adjustments
|
|
1,890
|
|
|
3,058
|
|
|
(949
|
)
|
|
(2,157
|
)
|
|
435
|
|
|||||
Depreciation, asset impairment, and loss on disposal of assets
|
|
35,211
|
|
|
27,752
|
|
|
25,813
|
|
|
44,385
|
|
|
19,288
|
|
|||||
Amortization of product technologies and intangible assets
|
|
71,708
|
|
|
39,918
|
|
|
30,268
|
|
|
25,377
|
|
|
22,404
|
|
|||||
Loss due to cyber incident, net of recoveries
|
|
4,952
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Acquisition-related expense (income)
|
|
2,437
|
|
|
5,557
|
|
|
363
|
|
|
(1,841
|
)
|
|
1,987
|
|
|||||
Costs related to the Hart-Scott-Rodino review process
|
|
78
|
|
|
11,012
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest expense, net
|
|
29,959
|
|
|
15,072
|
|
|
3,825
|
|
|
1,367
|
|
|
1,117
|
|
|||||
Income tax (benefit) expense
|
|
(425
|
)
|
|
14,864
|
|
|
10,836
|
|
|
(3,846
|
)
|
|
(6,333
|
)
|
|||||
Litigation-related expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
4,915
|
|
|||||
Headquarters relocation costs
|
|
—
|
|
|
—
|
|
|
3,552
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based expense
|
|
50,641
|
|
|
45,835
|
|
|
36,852
|
|
|
38,122
|
|
|
37,050
|
|
|||||
Adjusted EBITDA
|
|
$
|
231,176
|
|
|
$
|
163,445
|
|
|
$
|
127,210
|
|
|
$
|
92,191
|
|
|
$
|
70,589
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands, except dollar per unit data)
|
||||||||||
Revenue:
|
|
|
|
|
|
|
||||||
Total revenue
|
|
$
|
869,480
|
|
|
$
|
670,963
|
|
|
$
|
568,128
|
|
On demand revenue
|
|
$
|
833,709
|
|
|
$
|
642,622
|
|
|
$
|
542,531
|
|
On demand revenue as a percentage of total revenue
|
|
95.9
|
%
|
|
95.8
|
%
|
|
95.5
|
%
|
|||
|
|
|
|
|
|
|
||||||
Non-GAAP total revenue
|
|
$
|
871,370
|
|
|
$
|
674,021
|
|
|
$
|
567,179
|
|
Non-GAAP on demand revenue
|
|
$
|
835,599
|
|
|
$
|
645,680
|
|
|
$
|
541,582
|
|
Adjusted EBITDA
|
|
$
|
231,176
|
|
|
$
|
163,445
|
|
|
$
|
127,210
|
|
|
|
|
|
|
|
|
||||||
Ending on demand units
|
|
16,219
|
|
|
13,003
|
|
|
10,989
|
|
|||
Average on demand units
|
|
14,847
|
|
|
11,711
|
|
|
11,042
|
|
|||
On demand annual client value
|
|
$
|
876,637
|
|
|
$
|
751,183
|
|
|
$
|
556,813
|
|
On demand revenue per ending on demand unit
|
|
$
|
54.05
|
|
|
$
|
57.77
|
|
|
$
|
50.67
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Total revenue
|
|
$
|
869,480
|
|
|
$
|
670,963
|
|
|
$
|
568,128
|
|
Acquisition-related and other deferred revenue adjustments
|
|
1,890
|
|
|
3,058
|
|
|
(949
|
)
|
|||
Non-GAAP total revenue
|
|
$
|
871,370
|
|
|
$
|
674,021
|
|
|
$
|
567,179
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
On demand revenue
|
|
$
|
833,709
|
|
|
$
|
642,622
|
|
|
$
|
542,531
|
|
Acquisition-related and other deferred revenue adjustments
|
|
1,890
|
|
|
3,058
|
|
|
(949
|
)
|
|||
Non-GAAP on demand revenue
|
|
$
|
835,599
|
|
|
$
|
645,680
|
|
|
$
|
541,582
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Net income
|
|
$
|
34,725
|
|
|
$
|
377
|
|
|
$
|
16,650
|
|
Acquisition-related and other deferred revenue adjustments
|
|
1,890
|
|
|
3,058
|
|
|
(949
|
)
|
|||
Depreciation, asset impairment, and loss on disposal of assets
|
|
35,211
|
|
|
27,752
|
|
|
25,813
|
|
|||
Amortization of product technologies and intangible assets
|
|
71,708
|
|
|
39,918
|
|
|
30,268
|
|
|||
Loss due to cyber incident, net of recoveries
|
|
4,952
|
|
|
—
|
|
|
—
|
|
|||
Acquisition-related expense
|
|
2,437
|
|
|
5,557
|
|
|
363
|
|
|||
Costs related to the Hart-Scott-Rodino review process
|
|
78
|
|
|
11,012
|
|
|
—
|
|
|||
Interest expense, net
|
|
29,959
|
|
|
15,072
|
|
|
3,825
|
|
|||
Income tax (benefit) expense
|
|
(425
|
)
|
|
14,864
|
|
|
10,836
|
|
|||
Headquarters relocation costs
|
|
—
|
|
|
—
|
|
|
3,552
|
|
|||
Stock-based expense
|
|
50,641
|
|
|
45,835
|
|
|
36,852
|
|
|||
Adjusted EBITDA
|
|
$
|
231,176
|
|
|
$
|
163,445
|
|
|
$
|
127,210
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Revenue:
|
|
|
|
|
||||||||
On demand
|
|
$
|
833,709
|
|
|
$
|
642,622
|
|
|
$
|
542,531
|
|
Professional and other
|
|
35,771
|
|
|
28,341
|
|
|
25,597
|
|
|||
Total revenue
|
|
869,480
|
|
|
670,963
|
|
|
568,128
|
|
|||
Cost of revenue
(1)
|
|
328,382
|
|
|
258,135
|
|
|
225,539
|
|
|||
Amortization of product technologies
|
|
35,797
|
|
|
22,163
|
|
|
17,669
|
|
|||
Gross profit
|
|
505,301
|
|
|
390,665
|
|
|
324,920
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Product development
(1)
|
|
118,525
|
|
|
89,452
|
|
|
73,607
|
|
|||
Sales and marketing
(1)
|
|
166,607
|
|
|
140,473
|
|
|
122,457
|
|
|||
General and administrative
(1)
|
|
118,208
|
|
|
112,975
|
|
|
85,013
|
|
|||
Amortization of intangible assets
|
|
35,911
|
|
|
17,755
|
|
|
12,599
|
|
|||
Total operating expenses
|
|
439,251
|
|
|
360,655
|
|
|
293,676
|
|
|||
Operating income
|
|
66,050
|
|
|
30,010
|
|
|
31,244
|
|
|||
Interest expense and other, net
|
|
(31,750
|
)
|
|
(14,769
|
)
|
|
(3,758
|
)
|
|||
Income before income taxes
|
|
34,300
|
|
|
15,241
|
|
|
27,486
|
|
|||
Income tax (benefit) expense
|
|
(425
|
)
|
|
14,864
|
|
|
10,836
|
|
|||
Net income
|
|
$
|
34,725
|
|
|
$
|
377
|
|
|
$
|
16,650
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Cost of revenue
|
|
$
|
4,403
|
|
|
$
|
3,842
|
|
|
$
|
3,310
|
|
Product development
|
|
9,923
|
|
|
8,423
|
|
|
7,071
|
|
|||
Sales and marketing
|
|
16,573
|
|
|
14,592
|
|
|
11,364
|
|
|||
General and administrative
|
|
19,742
|
|
|
18,978
|
|
|
15,107
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2018
|
|
2017
|
|
2016
|
|||
|
|
(as a percentage of total revenue)
|
|||||||
Revenue:
|
|
|
|
|
|||||
On demand
|
|
95.9
|
%
|
|
95.8
|
%
|
|
95.5
|
%
|
Professional and other
|
|
4.1
|
|
|
4.2
|
|
|
4.5
|
|
Total revenue
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
Cost of revenue
|
|
37.8
|
|
|
38.5
|
|
|
39.7
|
|
Amortization of product technologies
|
|
4.1
|
|
|
3.3
|
|
|
3.1
|
|
Gross profit
|
|
58.1
|
|
|
58.2
|
|
|
57.2
|
|
Operating expenses:
|
|
|
|
|
|
|
|||
Product development
|
|
13.6
|
|
|
13.3
|
|
|
13.0
|
|
Sales and marketing
|
|
19.2
|
|
|
20.9
|
|
|
21.4
|
|
General and administrative
|
|
13.6
|
|
|
16.8
|
|
|
15.1
|
|
Amortization of intangible assets
|
|
4.1
|
|
|
2.7
|
|
|
2.2
|
|
Total operating expenses
|
|
50.5
|
|
|
53.7
|
|
|
51.7
|
|
Operating income
|
|
7.6
|
|
|
4.5
|
|
|
5.5
|
|
Interest expense and other, net
|
|
(3.6
|
)
|
|
(2.2
|
)
|
|
(0.7
|
)
|
Income before income taxes
|
|
4.0
|
|
|
2.3
|
|
|
4.8
|
|
Income tax (benefit) expense
|
|
—
|
|
|
2.2
|
|
|
1.9
|
|
Net income
|
|
4.0
|
%
|
|
0.1
|
%
|
|
2.9
|
%
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
|
|
(in thousands, except dollar per average on demand unit data)
|
|||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|||||||
On demand
|
|
$
|
833,709
|
|
|
$
|
642,622
|
|
|
$
|
191,087
|
|
|
29.7
|
%
|
Professional and other
|
|
35,771
|
|
|
28,341
|
|
|
7,430
|
|
|
26.2
|
|
|||
Total revenue
|
|
$
|
869,480
|
|
|
$
|
670,963
|
|
|
$
|
198,517
|
|
|
29.6
|
|
|
|
|
|
|
|
|
|
|
|||||||
Non-GAAP on demand revenue
|
|
$
|
835,599
|
|
|
$
|
645,680
|
|
|
$
|
189,919
|
|
|
29.4
|
|
|
|
|
|
|
|
|
|
|
|||||||
Ending on demand units
|
|
16,219
|
|
|
13,003
|
|
|
3,216
|
|
|
24.7
|
|
|||
Average on demand units
|
|
14,847
|
|
|
11,711
|
|
|
3,136
|
|
|
26.8
|
|
|||
On demand annual client value
|
|
$
|
876,637
|
|
|
$
|
751,183
|
|
|
$
|
125,454
|
|
|
16.7
|
|
On demand revenue per ending on demand unit
|
|
$
|
54.05
|
|
|
$
|
57.77
|
|
|
$
|
(3.72
|
)
|
|
(6.4
|
)%
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
|
|
(in thousands)
|
|||||||||||||
Cost of revenue
|
|
$
|
311,907
|
|
|
$
|
242,503
|
|
|
$
|
69,404
|
|
|
28.6
|
%
|
Stock-based expense
|
|
4,403
|
|
|
3,842
|
|
|
561
|
|
|
14.6
|
|
|||
Depreciation expense
|
|
12,072
|
|
|
11,790
|
|
|
282
|
|
|
2.4
|
|
|||
Total cost of revenue
|
|
$
|
328,382
|
|
|
$
|
258,135
|
|
|
$
|
70,247
|
|
|
27.2
|
%
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
|
|
(in thousands)
|
|||||||||||||
Amortization of product technologies
|
|
$
|
35,797
|
|
|
$
|
22,163
|
|
|
$
|
13,634
|
|
|
61.5
|
%
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
|
|
(in thousands)
|
|||||||||||||
Product development expense
|
|
$
|
102,935
|
|
|
$
|
74,421
|
|
|
$
|
28,514
|
|
|
38.3
|
%
|
Stock-based expense
|
|
9,923
|
|
|
8,423
|
|
|
1,500
|
|
|
17.8
|
|
|||
Depreciation expense
|
|
5,667
|
|
|
6,608
|
|
|
(941
|
)
|
|
(14.2
|
)
|
|||
Total product development expense
|
|
$
|
118,525
|
|
|
$
|
89,452
|
|
|
$
|
29,073
|
|
|
32.5
|
%
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
|
|
(in thousands)
|
|||||||||||||
Sales and marketing expense
|
|
$
|
145,081
|
|
|
$
|
123,394
|
|
|
$
|
21,687
|
|
|
17.6
|
%
|
Stock-based expense
|
|
16,573
|
|
|
14,592
|
|
|
1,981
|
|
|
13.6
|
|
|||
Depreciation expense
|
|
4,953
|
|
|
2,487
|
|
|
2,466
|
|
|
99.2
|
|
|||
Total sales and marketing expense
|
|
$
|
166,607
|
|
|
$
|
140,473
|
|
|
$
|
26,134
|
|
|
18.6
|
%
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
|
|
(in thousands)
|
|||||||||||||
General and administrative expense
|
|
$
|
92,680
|
|
|
$
|
87,654
|
|
|
$
|
5,026
|
|
|
5.7
|
%
|
Stock-based expense
|
|
19,742
|
|
|
18,978
|
|
|
764
|
|
|
4.0
|
|
|||
Depreciation expense
|
|
5,786
|
|
|
6,343
|
|
|
(557
|
)
|
|
(8.8
|
)
|
|||
Total general and administrative expense
|
|
$
|
118,208
|
|
|
$
|
112,975
|
|
|
$
|
5,233
|
|
|
4.6
|
%
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
|
|
(in thousands)
|
|||||||||||||
Amortization of intangible assets
|
|
$
|
35,911
|
|
|
$
|
17,755
|
|
|
$
|
18,156
|
|
|
102.3
|
%
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
|
|
(in thousands)
|
|||||||||||||
Interest expense
|
|
$
|
(32,402
|
)
|
|
$
|
(16,012
|
)
|
|
$
|
(16,390
|
)
|
|
102.4
|
%
|
Interest income
|
|
2,443
|
|
|
940
|
|
|
1,503
|
|
|
159.9
|
|
|||
Impairment loss on investment
|
|
(2,000
|
)
|
|
—
|
|
|
(2,000
|
)
|
|
100.0
|
|
|||
Other income
|
|
209
|
|
|
303
|
|
|
(94
|
)
|
|
(31.0
|
)
|
|||
Total interest expense and other, net
|
|
$
|
(31,750
|
)
|
|
$
|
(14,769
|
)
|
|
$
|
(16,981
|
)
|
|
115.0
|
%
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2017
|
|
2016
|
|
Change
|
|
% Change
|
|||||||
|
|
(in thousands, except dollar per average on demand unit data)
|
|||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|||||||
On demand
|
|
$
|
642,622
|
|
|
$
|
542,531
|
|
|
$
|
100,091
|
|
|
18.4
|
%
|
Professional and other
|
|
28,341
|
|
|
25,597
|
|
|
2,744
|
|
|
10.7
|
|
|||
Total revenue
|
|
$
|
670,963
|
|
|
$
|
568,128
|
|
|
$
|
102,835
|
|
|
18.1
|
|
|
|
|
|
|
|
|
|
|
|||||||
Non-GAAP on demand revenue
|
|
$
|
645,680
|
|
|
$
|
541,582
|
|
|
$
|
104,098
|
|
|
19.2
|
|
|
|
|
|
|
|
|
|
|
|||||||
Ending on demand units
|
|
13,003
|
|
|
10,989
|
|
|
2,014
|
|
|
18.3
|
|
|||
Average on demand units
|
|
11,711
|
|
|
11,042
|
|
|
669
|
|
|
6.1
|
|
|||
On demand annual client value
|
|
$
|
751,183
|
|
|
$
|
556,813
|
|
|
$
|
194,370
|
|
|
34.9
|
|
On demand revenue per ending on demand unit
|
|
$
|
57.77
|
|
|
$
|
50.67
|
|
|
$
|
7.10
|
|
|
14.0
|
%
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2017
|
|
2016
|
|
Change
|
|
% Change
|
|||||||
|
|
(in thousands)
|
|||||||||||||
Cost of revenue
|
|
$
|
242,503
|
|
|
$
|
210,825
|
|
|
$
|
31,678
|
|
|
15.0
|
%
|
Stock-based expense
|
|
3,842
|
|
|
3,310
|
|
|
532
|
|
|
16.1
|
|
|||
Depreciation expense
|
|
11,790
|
|
|
11,404
|
|
|
386
|
|
|
3.4
|
|
|||
Total cost of revenue
|
|
$
|
258,135
|
|
|
$
|
225,539
|
|
|
$
|
32,596
|
|
|
14.5
|
%
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2017
|
|
2016
|
|
Change
|
|
% Change
|
|||||||
|
|
(in thousands)
|
|||||||||||||
Amortization of product technologies
|
|
$
|
22,163
|
|
|
$
|
17,669
|
|
|
$
|
4,494
|
|
|
25.4
|
%
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2017
|
|
2016
|
|
Change
|
|
% Change
|
|||||||
|
|
(in thousands)
|
|||||||||||||
Product development expense
|
|
$
|
74,421
|
|
|
$
|
60,800
|
|
|
$
|
13,621
|
|
|
22.4
|
%
|
Stock-based expense
|
|
8,423
|
|
|
7,071
|
|
|
1,352
|
|
|
19.1
|
|
|||
Depreciation expense
|
|
6,608
|
|
|
5,736
|
|
|
872
|
|
|
15.2
|
|
|||
Total product development expense
|
|
$
|
89,452
|
|
|
$
|
73,607
|
|
|
$
|
15,845
|
|
|
21.5
|
%
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2017
|
|
2016
|
|
Change
|
|
% Change
|
|||||||
|
|
(in thousands)
|
|||||||||||||
Sales and marketing expense
|
|
$
|
123,394
|
|
|
$
|
108,693
|
|
|
$
|
14,701
|
|
|
13.5
|
%
|
Stock-based expense
|
|
14,592
|
|
|
11,364
|
|
|
3,228
|
|
|
28.4
|
|
|||
Depreciation expense
|
|
2,487
|
|
|
2,400
|
|
|
87
|
|
|
3.6
|
|
|||
Total sales and marketing expense
|
|
$
|
140,473
|
|
|
$
|
122,457
|
|
|
$
|
18,016
|
|
|
14.7
|
%
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2017
|
|
2016
|
|
Change
|
|
% Change
|
|||||||
|
|
(in thousands)
|
|||||||||||||
General and administrative expense
|
|
$
|
87,654
|
|
|
$
|
64,881
|
|
|
$
|
22,773
|
|
|
35.1
|
%
|
Stock-based expense
|
|
18,978
|
|
|
15,107
|
|
|
3,871
|
|
|
25.6
|
|
|||
Depreciation expense
|
|
6,343
|
|
|
5,025
|
|
|
1,318
|
|
|
26.2
|
|
|||
Total general and administrative expense
|
|
$
|
112,975
|
|
|
$
|
85,013
|
|
|
$
|
27,962
|
|
|
32.9
|
%
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2017
|
|
2016
|
|
Change
|
|
% Change
|
|||||||
|
|
(in thousands)
|
|||||||||||||
Amortization of intangible assets
|
|
$
|
17,755
|
|
|
$
|
12,599
|
|
|
$
|
5,156
|
|
|
40.9
|
%
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2017
|
|
2016
|
|
Change
|
|
% Change
|
|||||||
|
|
(in thousands)
|
|||||||||||||
Interest expense
|
|
$
|
(16,012
|
)
|
|
$
|
(3,826
|
)
|
|
$
|
(12,186
|
)
|
|
318.5
|
%
|
Interest income
|
|
940
|
|
|
1
|
|
|
939
|
|
|
NM
(1)
|
|
|||
Other income
|
|
303
|
|
|
67
|
|
|
236
|
|
|
352.2
|
|
|||
Total interest expense and other, net
|
|
$
|
(14,769
|
)
|
|
$
|
(3,758
|
)
|
|
$
|
(11,011
|
)
|
|
293.0
|
%
|
(1)
|
not meaningful
|
|
Three Months Ended,
|
||||||||||||||||||||||||||||||
|
December 31,
2018 |
|
September 30,
2018 |
|
June 30,
2018 |
|
March 31,
2018 |
|
December 31,
2017 |
|
September 30,
2017 |
|
June 30,
2017 |
|
March 31,
2017 |
||||||||||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
On demand
|
$
|
218,051
|
|
|
$
|
215,413
|
|
|
$
|
206,945
|
|
|
$
|
193,300
|
|
|
$
|
180,104
|
|
|
$
|
161,578
|
|
|
$
|
154,727
|
|
|
$
|
146,213
|
|
Professional and other
|
8,923
|
|
|
9,540
|
|
|
9,307
|
|
|
8,001
|
|
|
7,576
|
|
|
7,480
|
|
|
6,579
|
|
|
6,706
|
|
||||||||
Total revenue
|
226,974
|
|
|
224,953
|
|
|
216,252
|
|
|
201,301
|
|
|
187,680
|
|
|
169,058
|
|
|
161,306
|
|
|
152,919
|
|
||||||||
Cost of revenue
|
88,063
|
|
|
85,540
|
|
|
81,942
|
|
|
72,837
|
|
|
69,135
|
|
|
65,794
|
|
|
63,853
|
|
|
59,353
|
|
||||||||
Amortization of product technologies
|
9,429
|
|
|
8,946
|
|
|
9,127
|
|
|
8,295
|
|
|
7,413
|
|
|
5,497
|
|
|
4,753
|
|
|
4,500
|
|
||||||||
Gross profit
|
129,482
|
|
|
130,467
|
|
|
125,183
|
|
|
120,169
|
|
|
111,132
|
|
|
97,767
|
|
|
92,700
|
|
|
89,066
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Product development
|
29,772
|
|
|
28,942
|
|
|
30,771
|
|
|
29,040
|
|
|
25,890
|
|
|
21,885
|
|
|
21,290
|
|
|
20,387
|
|
||||||||
Sales and marketing
|
45,084
|
|
|
43,179
|
|
|
40,664
|
|
|
37,680
|
|
|
37,925
|
|
|
36,802
|
|
|
34,699
|
|
|
31,047
|
|
||||||||
General and administrative
|
32,638
|
|
|
30,036
|
|
|
28,444
|
|
|
27,090
|
|
|
30,350
|
|
|
31,004
|
|
|
27,370
|
|
|
24,251
|
|
||||||||
Amortization of intangible assets
|
9,588
|
|
|
9,738
|
|
|
8,496
|
|
|
8,089
|
|
|
7,154
|
|
|
3,838
|
|
|
3,474
|
|
|
3,289
|
|
||||||||
Total operating expenses
|
117,082
|
|
|
111,895
|
|
|
108,375
|
|
|
101,899
|
|
|
101,319
|
|
|
93,529
|
|
|
86,833
|
|
|
78,974
|
|
||||||||
Operating income
|
12,400
|
|
|
18,572
|
|
|
16,808
|
|
|
18,270
|
|
|
9,813
|
|
|
4,238
|
|
|
5,867
|
|
|
10,092
|
|
||||||||
Interest expense and other, net
|
(6,746
|
)
|
|
(8,816
|
)
|
|
(8,518
|
)
|
|
(7,670
|
)
|
|
(6,220
|
)
|
|
(4,677
|
)
|
|
(2,786
|
)
|
|
(1,086
|
)
|
||||||||
Income (loss) before income taxes
|
5,654
|
|
|
9,756
|
|
|
8,290
|
|
|
10,600
|
|
|
3,593
|
|
|
(439
|
)
|
|
3,081
|
|
|
9,006
|
|
||||||||
Income tax (benefit) expense
|
(618
|
)
|
|
683
|
|
|
(189
|
)
|
|
(301
|
)
|
|
24,458
|
|
|
(7,273
|
)
|
|
(3,132
|
)
|
|
811
|
|
||||||||
Net income (loss)
|
$
|
6,272
|
|
|
$
|
9,073
|
|
|
$
|
8,479
|
|
|
$
|
10,901
|
|
|
$
|
(20,865
|
)
|
|
$
|
6,834
|
|
|
$
|
6,213
|
|
|
$
|
8,195
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income (loss) per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
0.07
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.13
|
|
|
$
|
(0.26
|
)
|
|
$
|
0.09
|
|
|
$
|
0.08
|
|
|
$
|
0.10
|
|
Diluted
|
$
|
0.07
|
|
|
$
|
0.09
|
|
|
$
|
0.09
|
|
|
$
|
0.13
|
|
|
$
|
(0.26
|
)
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
0.10
|
|
|
Three Months Ended,
|
||||||||||||||||||||||
|
December 31,
2018 |
|
September 30,
2018 |
|
June 30,
2018 |
|
March 31,
2018 |
|
December 31,
2017 |
|
September 30,
2017 |
|
June 30,
2017 |
|
March 31,
2017 |
||||||||
|
(as a percentage of total revenue)
|
||||||||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
On demand
|
96.1
|
%
|
|
95.8
|
%
|
|
95.7
|
%
|
|
96.0
|
%
|
|
96.0
|
%
|
|
95.6
|
%
|
|
95.9
|
%
|
|
95.6
|
%
|
Professional and other
|
3.9
|
|
|
4.2
|
|
|
4.3
|
|
|
4.0
|
|
|
4.0
|
|
|
4.4
|
|
|
4.1
|
|
|
4.4
|
|
Total revenue
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
Cost of revenue
|
38.8
|
|
|
38.0
|
|
|
37.9
|
|
|
36.2
|
|
|
36.8
|
|
|
38.9
|
|
|
39.6
|
|
|
38.8
|
|
Amortization of product technologies
|
4.2
|
|
|
4.0
|
|
|
4.2
|
|
|
4.1
|
|
|
3.9
|
|
|
3.3
|
|
|
2.9
|
|
|
2.9
|
|
Gross profit
|
57.0
|
|
|
58.0
|
|
|
57.9
|
|
|
59.7
|
|
|
59.3
|
|
|
57.8
|
|
|
57.5
|
|
|
58.3
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Product development
|
13.1
|
|
|
12.9
|
|
|
14.2
|
|
|
14.4
|
|
|
13.8
|
|
|
12.9
|
|
|
13.2
|
|
|
13.3
|
|
Sales and marketing
|
19.9
|
|
|
19.1
|
|
|
18.8
|
|
|
18.7
|
|
|
20.2
|
|
|
21.8
|
|
|
21.5
|
|
|
20.3
|
|
General and administrative
|
14.4
|
|
|
13.4
|
|
|
13.2
|
|
|
13.5
|
|
|
16.2
|
|
|
18.3
|
|
|
17.0
|
|
|
15.9
|
|
Amortization of intangible assets
|
4.1
|
|
|
4.3
|
|
|
4.0
|
|
|
4.0
|
|
|
3.9
|
|
|
2.3
|
|
|
2.1
|
|
|
2.2
|
|
Total operating expenses
|
51.5
|
|
|
49.7
|
|
|
50.2
|
|
|
50.6
|
|
|
54.1
|
|
|
55.3
|
|
|
53.8
|
|
|
51.7
|
|
Operating income
|
5.5
|
|
|
8.3
|
|
|
7.7
|
|
|
9.1
|
|
|
5.2
|
|
|
2.5
|
|
|
3.7
|
|
|
6.6
|
|
Interest expense and other, net
|
(3.0
|
)
|
|
(4.0
|
)
|
|
(3.9
|
)
|
|
(3.8
|
)
|
|
(3.3
|
)
|
|
(2.8
|
)
|
|
(1.7
|
)
|
|
(0.7
|
)
|
Income (loss) before income taxes
|
2.5
|
|
|
4.3
|
|
|
3.8
|
|
|
5.3
|
|
|
1.9
|
|
|
(0.3
|
)
|
|
2.0
|
|
|
5.9
|
|
Income tax (benefit) expense
|
(0.3
|
)
|
|
0.3
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
13.0
|
|
|
(4.3
|
)
|
|
(1.9
|
)
|
|
0.5
|
|
Net income (loss)
|
2.8
|
%
|
|
4.0
|
%
|
|
3.9
|
%
|
|
5.4
|
%
|
|
(11.1
|
)%
|
|
4.0
|
%
|
|
3.9
|
%
|
|
5.4
|
%
|
|
Three Months Ended,
|
||||||||||||||||||||||||||||||
|
December 31,
2018 |
|
September 30,
2018 |
|
June 30,
2018 |
|
March 31,
2018 |
|
December 31,
2017 |
|
September 30,
2017 |
|
June 30,
2017 |
|
March 31,
2017 |
||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Net income (loss)
|
$
|
6,272
|
|
|
$
|
9,073
|
|
|
$
|
8,479
|
|
|
$
|
10,901
|
|
|
$
|
(20,865
|
)
|
|
$
|
6,834
|
|
|
$
|
6,213
|
|
|
$
|
8,195
|
|
Acquisition-related and other deferred revenue adjustments
|
1,056
|
|
|
418
|
|
|
103
|
|
|
313
|
|
|
710
|
|
|
698
|
|
|
945
|
|
|
705
|
|
||||||||
Depreciation, asset impairment, and loss on disposal of assets
|
10,445
|
|
|
9,286
|
|
|
7,662
|
|
|
7,818
|
|
|
6,817
|
|
|
7,331
|
|
|
6,929
|
|
|
6,675
|
|
||||||||
Amortization of product technologies and intangible assets
|
19,017
|
|
|
18,684
|
|
|
17,623
|
|
|
16,384
|
|
|
14,567
|
|
|
9,335
|
|
|
8,227
|
|
|
7,789
|
|
||||||||
Loss due to cyber incident, net of recoveries
|
4,952
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Acquisition-related (income) loss
|
(257
|
)
|
|
519
|
|
|
1,168
|
|
|
1,007
|
|
|
2,508
|
|
|
485
|
|
|
1,354
|
|
|
1,210
|
|
||||||||
Costs related to the Hart-Scott-Rodino review process
|
—
|
|
|
78
|
|
|
—
|
|
|
—
|
|
|
2,310
|
|
|
5,993
|
|
|
2,228
|
|
|
481
|
|
||||||||
Interest expense and other, net
|
6,780
|
|
|
6,874
|
|
|
8,584
|
|
|
7,721
|
|
|
6,335
|
|
|
4,813
|
|
|
2,804
|
|
|
1,120
|
|
||||||||
Income tax (benefit) expense
|
(618
|
)
|
|
683
|
|
|
(189
|
)
|
|
(301
|
)
|
|
24,458
|
|
|
(7,273
|
)
|
|
(3,132
|
)
|
|
811
|
|
||||||||
Stock-based expense
|
13,149
|
|
|
13,479
|
|
|
13,695
|
|
|
10,318
|
|
|
10,103
|
|
|
11,764
|
|
|
13,876
|
|
|
10,092
|
|
||||||||
Adjusted EBITDA
|
$
|
60,796
|
|
|
$
|
59,094
|
|
|
$
|
57,125
|
|
|
$
|
54,161
|
|
|
$
|
46,943
|
|
|
$
|
39,980
|
|
|
$
|
39,444
|
|
|
$
|
37,078
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Net cash provided by operating activities
|
$
|
244,807
|
|
|
$
|
140,263
|
|
|
$
|
129,449
|
|
Net cash used in investing activities
|
(331,296
|
)
|
|
(699,862
|
)
|
|
(140,181
|
)
|
|||
Net cash provided by financing activities
|
304,085
|
|
|
536,349
|
|
|
82,943
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less Than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More Than
5 years
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Convertible Notes
(1)
|
$
|
365,053
|
|
|
$
|
5,175
|
|
|
$
|
10,350
|
|
|
$
|
349,528
|
|
|
$
|
—
|
|
Term Loans
(2)
|
339,274
|
|
|
27,584
|
|
|
81,849
|
|
|
229,841
|
|
|
—
|
|
|||||
Operating lease obligations
|
100,209
|
|
|
16,996
|
|
|
24,135
|
|
|
20,662
|
|
|
38,416
|
|
|||||
Acquisition-related liabilities
(3)
|
42,048
|
|
|
30,020
|
|
|
12,028
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
846,584
|
|
|
$
|
79,775
|
|
|
$
|
128,362
|
|
|
$
|
600,031
|
|
|
$
|
38,416
|
|
(1)
|
Represents the aggregate principal amount of
$345.0 million
and anticipated coupon interest payments related to our Convertible Notes and excludes the unamortized discount and debt issuance costs reflected in our Consolidated Balance Sheets.
|
(2)
|
Represents the contractually required principal payments for our Term Loan and Delayed Draw Term Loan and excludes unamortized debt issuance costs reflected in our Consolidated Balance Sheets. These amounts also include the future interest obligations of our Term Loans, which were estimated using a LIBOR forward rate curve and include the related effects of our interest rate swap agreements.
|
(3)
|
Represents obligations in connection with our acquisitions comprised of undiscounted amounts payable for our deferred cash obligations. These amounts exclude deferred stock obligations, contingent consideration of up to
$9.9 million
with a fair value of
$6.0 million
, and potential reductions related to the sellers’ indemnification obligations.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Number of shares repurchased
|
599,664
|
|
|
—
|
|
|
1,012,823
|
|
|||
Weighted-average cost per share
|
$
|
46.83
|
|
|
$
|
—
|
|
|
$
|
20.98
|
|
Total cost of shares repurchased, in thousands
|
$
|
28,082
|
|
|
$
|
—
|
|
|
$
|
21,244
|
|
|
Page
|
Reports of Ernst & Young LLP, Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets
|
|
Consolidated Statements of Operations
|
|
Consolidated Statements of Comprehensive Income
|
|
Consolidated Statements of Stockholders’ Equity
|
|
Consolidated Statements of Cash Flows
|
|
Notes to Consolidated Financial Statements
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
228,159
|
|
|
$
|
69,343
|
|
Restricted cash
|
|
154,599
|
|
|
96,002
|
|
||
Accounts receivable, less allowances of $8,850 and $3,951 at December 31, 2018 and 2017, respectively
|
|
123,596
|
|
|
124,505
|
|
||
Prepaid expenses
|
|
19,214
|
|
|
12,107
|
|
||
Other current assets
|
|
15,185
|
|
|
6,622
|
|
||
Total current assets
|
|
540,753
|
|
|
308,579
|
|
||
Property, equipment, and software, net
|
|
153,528
|
|
|
148,428
|
|
||
Goodwill
|
|
1,053,119
|
|
|
751,052
|
|
||
Intangible assets, net
|
|
287,378
|
|
|
252,337
|
|
||
Deferred tax assets, net
|
|
42,602
|
|
|
44,887
|
|
||
Other assets
|
|
20,393
|
|
|
11,010
|
|
||
Total assets
|
|
$
|
2,097,773
|
|
|
$
|
1,516,293
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
25,312
|
|
|
$
|
26,733
|
|
Accrued expenses and other current liabilities
|
|
95,482
|
|
|
79,379
|
|
||
Current portion of deferred revenue
|
|
120,704
|
|
|
116,622
|
|
||
Current portion of term loans
|
|
16,133
|
|
|
14,116
|
|
||
Customer deposits held in restricted accounts
|
|
154,601
|
|
|
96,057
|
|
||
Total current liabilities
|
|
412,232
|
|
|
332,907
|
|
||
Deferred revenue
|
|
4,902
|
|
|
5,538
|
|
||
Revolving facility
|
|
—
|
|
|
50,000
|
|
||
Term loans, net
|
|
287,582
|
|
|
303,261
|
|
||
Convertible notes, net
|
|
292,843
|
|
|
281,199
|
|
||
Other long-term liabilities
|
|
37,190
|
|
|
41,513
|
|
||
Total liabilities
|
|
1,034,749
|
|
|
1,014,418
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock, $0.001 par value: 10,000,000 shares authorized and zero shares issued and outstanding at December 31, 2018 and 2017, respectively
|
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value: 250,000,000 and 125,000,000 shares authorized, 95,991,162 and 87,153,085 shares issued and 93,650,127 and 83,180,401 shares outstanding at December 31, 2018 and 2017, respectively
|
|
96
|
|
|
87
|
|
||
Additional paid-in capital
|
|
1,187,683
|
|
|
637,851
|
|
||
Treasury stock, at cost: 2,341,035 and 3,972,684 shares at December 31, 2018 and 2017, respectively
|
|
(65,470
|
)
|
|
(61,260
|
)
|
||
Accumulated deficit
|
|
(58,793
|
)
|
|
(75,046
|
)
|
||
Accumulated other comprehensive (loss) income
|
|
(492
|
)
|
|
243
|
|
||
Total stockholders’ equity
|
|
1,063,024
|
|
|
501,875
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
2,097,773
|
|
|
$
|
1,516,293
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
On demand
|
|
$
|
833,709
|
|
|
$
|
642,622
|
|
|
$
|
542,531
|
|
Professional and other
|
|
35,771
|
|
|
28,341
|
|
|
25,597
|
|
|||
Total revenue
|
|
869,480
|
|
|
670,963
|
|
|
568,128
|
|
|||
Cost of revenue
|
|
328,382
|
|
|
258,135
|
|
|
225,539
|
|
|||
Amortization of product technologies
|
|
35,797
|
|
|
22,163
|
|
|
17,669
|
|
|||
Gross profit
|
|
505,301
|
|
|
390,665
|
|
|
324,920
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Product development
|
|
118,525
|
|
|
89,452
|
|
|
73,607
|
|
|||
Sales and marketing
|
|
166,607
|
|
|
140,473
|
|
|
122,457
|
|
|||
General and administrative
|
|
118,208
|
|
|
112,975
|
|
|
85,013
|
|
|||
Amortization of intangible assets
|
|
35,911
|
|
|
17,755
|
|
|
12,599
|
|
|||
Total operating expenses
|
|
439,251
|
|
|
360,655
|
|
|
293,676
|
|
|||
Operating income
|
|
66,050
|
|
|
30,010
|
|
|
31,244
|
|
|||
Interest expense and other, net
|
|
(31,750
|
)
|
|
(14,769
|
)
|
|
(3,758
|
)
|
|||
Income before income taxes
|
|
34,300
|
|
|
15,241
|
|
|
27,486
|
|
|||
Income tax (benefit) expense
|
|
(425
|
)
|
|
14,864
|
|
|
10,836
|
|
|||
Net income
|
|
$
|
34,725
|
|
|
$
|
377
|
|
|
$
|
16,650
|
|
|
|
|
|
|
|
|
||||||
Net income per share attributable to common stockholders:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
0.40
|
|
|
$
|
0.00
|
|
|
$
|
0.22
|
|
Diluted
|
|
$
|
0.38
|
|
|
$
|
0.00
|
|
|
$
|
0.21
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
87,290
|
|
|
79,433
|
|
|
76,854
|
|
|||
Diluted
|
|
91,531
|
|
|
82,398
|
|
|
77,843
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
|
$
|
34,725
|
|
|
$
|
377
|
|
|
$
|
16,650
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
||||||
Unrealized gain on derivative instruments, net of tax
|
|
61
|
|
|
318
|
|
|
400
|
|
|||
Reclassification adjustment for (gains) losses included in earnings on derivative instruments, net of tax
|
|
(613
|
)
|
|
(77
|
)
|
|
136
|
|
|||
Foreign currency translation adjustment
|
|
(183
|
)
|
|
55
|
|
|
(43
|
)
|
|||
Other comprehensive (loss) income, net of tax
|
|
(735
|
)
|
|
296
|
|
|
493
|
|
|||
Comprehensive income
|
|
$
|
33,990
|
|
|
$
|
673
|
|
|
$
|
17,143
|
|
|
Common Stock
|
|
Additional
Paid-in
|
|
Accum. Other
Comprehensive
|
|
Accumulated
|
|
Treasury Stock
|
|
Total
Stockholders’
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
(Loss) Income
|
|
Deficit
|
|
Shares
|
|
Amount
|
|
Equity
|
||||||||||||||
Balance as of January 1, 2016
|
82,919
|
|
|
$
|
83
|
|
|
$
|
471,668
|
|
|
$
|
(546
|
)
|
|
$
|
(120,415
|
)
|
|
4,125
|
|
|
$
|
(24,338
|
)
|
|
$
|
326,452
|
|
Stock option exercises
|
1,569
|
|
|
2
|
|
|
28,487
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,489
|
|
||||||
Issuance of restricted stock
|
2,587
|
|
|
2
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Treasury stock purchased, at cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,863
|
|
|
(27,264
|
)
|
|
(27,264
|
)
|
||||||
Retirement of treasury stock
|
(1,013
|
)
|
|
(1
|
)
|
|
(5,748
|
)
|
|
—
|
|
|
(15,495
|
)
|
|
(1,013
|
)
|
|
21,244
|
|
|
—
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
36,688
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36,688
|
|
||||||
Net tax benefit from stock-based compensation
|
—
|
|
|
—
|
|
|
3,254
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,254
|
|
||||||
Other comprehensive income - derivative instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
536
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
536
|
|
||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
(43
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,650
|
|
|
—
|
|
|
—
|
|
|
16,650
|
|
||||||
Balance as of December 31, 2016
|
86,062
|
|
|
86
|
|
|
534,348
|
|
|
(53
|
)
|
|
(119,260
|
)
|
|
4,975
|
|
|
(30,358
|
)
|
|
384,763
|
|
||||||
Cumulative effect of adoption of ASU 2016-09
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
43,837
|
|
|
—
|
|
|
—
|
|
|
43,843
|
|
||||||
Stock option exercises
|
991
|
|
|
1
|
|
|
27,013
|
|
|
—
|
|
|
—
|
|
|
(354
|
)
|
|
—
|
|
|
27,014
|
|
||||||
Issuance of restricted stock
|
100
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(1,795
|
)
|
|
2
|
|
|
—
|
|
||||||
Treasury stock purchased, at cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,147
|
|
|
(30,904
|
)
|
|
(30,904
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
46,146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,146
|
|
||||||
Other comprehensive income - derivative instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
241
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
241
|
|
||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55
|
|
||||||
Equity component of convertible notes, net of issuance costs and deferred tax
|
—
|
|
|
—
|
|
|
61,390
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61,390
|
|
||||||
Purchases of convertible note hedges
|
—
|
|
|
—
|
|
|
(62,549
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(62,549
|
)
|
||||||
Issuance of warrants
|
—
|
|
|
—
|
|
|
31,499
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,499
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
377
|
|
|
—
|
|
|
—
|
|
|
377
|
|
||||||
Balance as of December 31, 2017
|
87,153
|
|
|
87
|
|
|
637,851
|
|
|
243
|
|
|
(75,046
|
)
|
|
3,973
|
|
|
(61,260
|
)
|
|
501,875
|
|
Cumulative effect of adoption of ASU 2014-09
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,221
|
|
|
—
|
|
|
—
|
|
|
2,221
|
|
||||||
Public offering of common stock, net of $16,949 of offering costs
|
8,050
|
|
|
8
|
|
|
441,893
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
441,901
|
|
||||||
Issuance of common stock in connection with our acquisitions
|
1,361
|
|
|
2
|
|
|
75,148
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75,150
|
|
||||||
Stock option exercises
|
27
|
|
|
—
|
|
|
2,468
|
|
|
—
|
|
|
—
|
|
|
(632
|
)
|
|
10,695
|
|
|
13,163
|
|
||||||
Issuance of restricted stock
|
—
|
|
|
—
|
|
|
(14,598
|
)
|
|
—
|
|
|
—
|
|
|
(1,807
|
)
|
|
14,598
|
|
|
—
|
|
||||||
Treasury stock purchased, at cost
|
—
|
|
|
—
|
|
|
473
|
|
|
—
|
|
|
—
|
|
|
1,407
|
|
|
(57,585
|
)
|
|
(57,112
|
)
|
||||||
Retirement of treasury stock
|
(600
|
)
|
|
(1
|
)
|
|
(7,388
|
)
|
|
—
|
|
|
(20,693
|
)
|
|
(600
|
)
|
|
28,082
|
|
|
—
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
51,836
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,836
|
|
||||||
Other comprehensive income - derivative instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
(552
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(552
|
)
|
||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
(183
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(183
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,725
|
|
|
—
|
|
|
—
|
|
|
34,725
|
|
||||||
Balance as of December 31, 2018
|
95,991
|
|
|
$
|
96
|
|
|
$
|
1,187,683
|
|
|
$
|
(492
|
)
|
|
$
|
(58,793
|
)
|
|
2,341
|
|
|
$
|
(65,470
|
)
|
|
$
|
1,063,024
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
34,725
|
|
|
$
|
377
|
|
|
$
|
16,650
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
100,186
|
|
|
67,146
|
|
|
54,834
|
|
|||
Amortization of debt discount and issuance costs
|
|
12,464
|
|
|
7,296
|
|
|
443
|
|
|||
Deferred taxes
|
|
(2,179
|
)
|
|
13,791
|
|
|
8,386
|
|
|||
Stock-based expense
|
|
50,641
|
|
|
45,835
|
|
|
36,852
|
|
|||
Excess tax benefit from stock-based compensation
|
|
—
|
|
|
—
|
|
|
(5,998
|
)
|
|||
Loss on disposal and impairment of long-lived assets
|
|
6,733
|
|
|
524
|
|
|
1,247
|
|
|||
Acquisition-related consideration
|
|
284
|
|
|
684
|
|
|
(877
|
)
|
|||
Changes in assets and liabilities, net of assets acquired and liabilities assumed in business combinations:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(717
|
)
|
|
(18,821
|
)
|
|
(12,239
|
)
|
|||
Prepaid expenses and other current assets
|
|
(11,894
|
)
|
|
945
|
|
|
21,040
|
|
|||
Other assets
|
|
(4,543
|
)
|
|
(717
|
)
|
|
(187
|
)
|
|||
Accounts payable
|
|
1,266
|
|
|
268
|
|
|
652
|
|
|||
Accrued compensation, taxes, and benefits
|
|
3,288
|
|
|
3,438
|
|
|
5,220
|
|
|||
Deferred revenue
|
|
3,478
|
|
|
17,114
|
|
|
4,452
|
|
|||
Customer deposits
|
|
57,230
|
|
|
3,055
|
|
|
(6,834
|
)
|
|||
Other current and long-term liabilities
|
|
(6,155
|
)
|
|
(672
|
)
|
|
5,808
|
|
|||
Net cash provided by operating activities
|
|
244,807
|
|
|
140,263
|
|
|
129,449
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchases of property, equipment, and software
|
|
(50,933
|
)
|
|
(49,752
|
)
|
|
(75,241
|
)
|
|||
Proceeds from disposal of property, equipment, and software
|
|
—
|
|
|
—
|
|
|
4,500
|
|
|||
Acquisition of businesses, net of cash and restricted cash acquired
|
|
(278,563
|
)
|
|
(649,910
|
)
|
|
(66,440
|
)
|
|||
Purchase of other investments
|
|
(1,800
|
)
|
|
(200
|
)
|
|
(3,000
|
)
|
|||
Net cash used in investing activities
|
|
(331,296
|
)
|
|
(699,862
|
)
|
|
(140,181
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from term loans
|
|
—
|
|
|
199,400
|
|
|
124,688
|
|
|||
Payments on term loans
|
|
(14,116
|
)
|
|
(3,551
|
)
|
|
(2,345
|
)
|
|||
Proceeds from revolving credit facility
|
|
140,000
|
|
|
50,000
|
|
|
—
|
|
|||
Payments on revolving credit facility
|
|
(190,000
|
)
|
|
—
|
|
|
(40,000
|
)
|
|||
Proceeds from borrowings on convertible notes
|
|
—
|
|
|
345,000
|
|
|
—
|
|
|||
Purchase of convertible senior note hedges
|
|
—
|
|
|
(62,549
|
)
|
|
—
|
|
|||
Proceeds from issuance of warrants
|
|
—
|
|
|
31,499
|
|
|
—
|
|
|||
Payments of deferred financing costs
|
|
(1,136
|
)
|
|
(10,734
|
)
|
|
(392
|
)
|
|||
Payments on capital lease obligations
|
|
(227
|
)
|
|
(335
|
)
|
|
(548
|
)
|
|||
Payments of acquisition-related consideration
|
|
(28,388
|
)
|
|
(8,491
|
)
|
|
(5,684
|
)
|
|||
Proceeds from public offering, net of underwriters’ discount and offering costs
|
|
441,901
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
|
13,163
|
|
|
27,014
|
|
|
28,490
|
|
|||
Excess tax benefit from stock-based compensation
|
|
—
|
|
|
—
|
|
|
5,998
|
|
|||
Purchase of treasury stock related to stock-based compensation
|
|
(29,030
|
)
|
|
(30,904
|
)
|
|
(6,020
|
)
|
|||
Purchase of treasury stock under share repurchase program
|
|
(28,082
|
)
|
|
—
|
|
|
(21,244
|
)
|
|||
Net cash provided by financing activities
|
|
304,085
|
|
|
536,349
|
|
|
82,943
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
217,596
|
|
|
(23,250
|
)
|
|
72,211
|
|
|||
Effect of exchange rate on cash
|
|
(183
|
)
|
|
55
|
|
|
(43
|
)
|
|||
Cash, cash equivalents and restricted cash:
|
|
|
|
|
|
|
||||||
Beginning of period
|
|
165,345
|
|
|
188,540
|
|
|
116,372
|
|
|||
End of period
|
|
$
|
382,758
|
|
|
$
|
165,345
|
|
|
$
|
188,540
|
|
Data processing and communications equipment
|
3 - 5 years
|
Furniture, fixtures, and other equipment
|
3 - 5 years
|
Software
|
3 - 5 years
|
Leasehold improvements
|
Shorter of lease term or estimated useful life
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(in thousands)
|
||||||
Accrued compensation, payroll taxes, and benefits
|
|
$
|
29,405
|
|
|
$
|
25,677
|
|
Sales tax obligations
|
|
3,673
|
|
|
4,930
|
|
||
Current portion of liabilities related to acquisitions
|
|
47,173
|
|
|
34,430
|
|
||
Lease-related liabilities
|
|
2,640
|
|
|
2,288
|
|
||
Other current liabilities
|
|
12,591
|
|
|
12,054
|
|
||
Total accrued expenses and other current liabilities
|
|
$
|
95,482
|
|
|
$
|
79,379
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(in thousands)
|
||||||
Accrued lease liability
|
|
$
|
25,207
|
|
|
$
|
27,760
|
|
Liabilities related to acquisitions
|
|
10,969
|
|
|
13,000
|
|
||
Other long-term liabilities
|
|
1,014
|
|
|
753
|
|
||
Total other long-term liabilities
|
|
$
|
37,190
|
|
|
$
|
41,513
|
|
|
Balance at
December 31, 2017
|
|
Adjustments due
to ASU 2014-09
|
|
Balance at
January 1, 2018 |
||||||
|
(in thousands)
|
||||||||||
Assets
|
|
|
|
|
|
||||||
Accounts receivable, less allowances
|
$
|
124,505
|
|
|
$
|
(7,925
|
)
|
|
$
|
116,580
|
|
Other current assets
|
$
|
6,622
|
|
|
$
|
2,771
|
|
|
$
|
9,393
|
|
Deferred tax assets, net
|
$
|
44,887
|
|
|
$
|
(780
|
)
|
|
$
|
44,107
|
|
Other assets
|
$
|
11,010
|
|
|
$
|
4,459
|
|
|
$
|
15,469
|
|
Liabilities
|
|
|
|
|
|
||||||
Current portion of deferred revenue
|
$
|
116,622
|
|
|
$
|
(3,696
|
)
|
|
$
|
112,926
|
|
Stockholders’ Equity
|
|
|
|
|
|
||||||
Accumulated deficit
|
$
|
(75,046
|
)
|
|
$
|
2,221
|
|
|
$
|
(72,825
|
)
|
|
|
Originally Reported
|
|
Effect of Change
|
|
As Adjusted
|
||||||
|
|
(in thousands)
|
||||||||||
Statement of Cash Flows for the year ended December 31, 2017
|
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
|
$
|
137,327
|
|
|
$
|
2,936
|
|
|
$
|
140,263
|
|
Net cash used in investing activities
|
|
$
|
(709,274
|
)
|
|
$
|
9,412
|
|
|
$
|
(699,862
|
)
|
Cash, cash equivalents and restricted cash at end of period
|
|
$
|
69,343
|
|
|
$
|
96,002
|
|
|
$
|
165,345
|
|
|
|
|
|
|
|
|
||||||
Statement of Cash Flows for the year ended December 31, 2016
|
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
|
$
|
136,216
|
|
|
$
|
(6,767
|
)
|
|
$
|
129,449
|
|
Net cash used in investing activities
|
|
$
|
(145,141
|
)
|
|
$
|
4,960
|
|
|
$
|
(140,181
|
)
|
Cash, cash equivalents and restricted cash at end of period
|
|
$
|
104,886
|
|
|
$
|
83,654
|
|
|
$
|
188,540
|
|
|
|
ClickPay
|
|
BluTrend
|
|
LeaseLabs
|
|
Rentlytics
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Fair value of purchase consideration:
|
|
|
|
|
|
|
|
|
||||||||
Cash, net of cash acquired
|
|
$
|
138,983
|
|
|
$
|
8,500
|
|
|
$
|
84,498
|
|
|
$
|
47,895
|
|
Common stock issued at closing
|
|
48,034
|
|
|
—
|
|
|
5,300
|
|
|
—
|
|
||||
Deferred obligations, net
|
|
9,677
|
|
|
—
|
|
|
16,094
|
|
|
7,517
|
|
||||
Noncontrolling interest financing
|
|
24,369
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Contingent consideration
|
|
—
|
|
|
—
|
|
|
7,000
|
|
|
—
|
|
||||
Total fair value of purchase consideration
|
|
$
|
221,063
|
|
|
$
|
8,500
|
|
|
$
|
112,892
|
|
|
$
|
55,412
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fair value of net assets acquired:
|
|
|
|
|
|
|
|
|
||||||||
Restricted cash
|
|
$
|
1,313
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accounts receivable
|
|
2,226
|
|
|
226
|
|
|
2,853
|
|
|
1,585
|
|
||||
Property, equipment, and software
|
|
89
|
|
|
—
|
|
|
865
|
|
|
—
|
|
||||
Deferred tax asset, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
988
|
|
||||
Intangible assets:
|
|
|
|
|
|
|
|
|
||||||||
Developed product technologies
|
|
29,100
|
|
|
730
|
|
|
8,300
|
|
|
3,300
|
|
||||
Client relationships
|
|
20,700
|
|
|
3,510
|
|
|
17,800
|
|
|
8,500
|
|
||||
Trade names
|
|
2,900
|
|
|
30
|
|
|
1,100
|
|
|
400
|
|
||||
Goodwill
|
|
173,250
|
|
|
3,887
|
|
|
84,674
|
|
|
42,351
|
|
||||
Other assets
|
|
362
|
|
|
122
|
|
|
321
|
|
|
401
|
|
||||
Accounts payable and accrued liabilities
|
|
(2,698
|
)
|
|
(5
|
)
|
|
(696
|
)
|
|
(763
|
)
|
||||
Client deposits held in restricted accounts
|
|
(1,313
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Deferred revenue
|
|
—
|
|
|
—
|
|
|
(2,325
|
)
|
|
(1,350
|
)
|
||||
Deferred tax liability, net
|
|
(4,866
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total fair value of net assets acquired
|
|
$
|
221,063
|
|
|
$
|
8,500
|
|
|
$
|
112,892
|
|
|
$
|
55,412
|
|
|
|
Date of Acquisition
|
|
Aggregate Purchase Price
|
|
Closing Cash Payment, Net of Cash Acquired
|
|
Net Tangible Assets Acquired (Liabilities Assumed)
|
|
Identified Intangible Assets
|
|
Goodwill Recognized
|
||||||||||
|
|
|
|
(in thousands)
|
||||||||||||||||||
NWP Services Corporation
|
|
March 2016
|
|
$
|
68,183
|
|
|
$
|
62,190
|
|
|
$
|
18,314
|
|
|
$
|
16,349
|
|
|
$
|
33,520
|
|
AssetEye, Inc.
|
|
May 2016
|
|
$
|
4,911
|
|
|
$
|
3,749
|
|
|
$
|
(928
|
)
|
|
$
|
2,685
|
|
|
$
|
3,154
|
|
eSupply Systems, LLC
|
|
June 2016
|
|
$
|
7,046
|
|
|
$
|
5,461
|
|
|
$
|
267
|
|
|
$
|
3,585
|
|
|
$
|
3,194
|
|
Axiometrics LLC
|
|
January 2017
|
|
$
|
73,757
|
|
|
$
|
66,050
|
|
|
$
|
(5,963
|
)
|
|
$
|
25,530
|
|
|
$
|
54,190
|
|
American Utility Management
|
|
June 2017
|
|
$
|
69,412
|
|
|
$
|
64,775
|
|
|
$
|
1,107
|
|
|
$
|
22,398
|
|
|
$
|
45,907
|
|
On-Site Manager, Inc.
|
|
September 2017
|
|
$
|
251,109
|
|
|
$
|
225,300
|
|
|
$
|
3,197
|
|
|
$
|
65,320
|
|
|
$
|
182,592
|
|
PEX Software Limited
|
|
October 2017
|
|
$
|
6,031
|
|
|
$
|
5,103
|
|
|
$
|
(369
|
)
|
|
$
|
3,100
|
|
|
$
|
3,300
|
|
Lease Rent Options
|
|
December 2017
|
|
$
|
299,923
|
|
|
$
|
298,040
|
|
|
$
|
5,263
|
|
|
$
|
91,666
|
|
|
$
|
202,994
|
|
|
Deferred Cash and Stock Obligations
|
|
Contingent Consideration
|
|
Total
|
||||||
|
(in thousands)
|
||||||||||
Balance at January 1, 2017
|
$
|
14,150
|
|
|
$
|
541
|
|
|
$
|
14,691
|
|
Additions, net of fair value discount
|
42,104
|
|
|
812
|
|
|
42,916
|
|
|||
Cash payments
|
(8,215
|
)
|
|
(700
|
)
|
|
(8,915
|
)
|
|||
Accretion expense
|
1,049
|
|
|
—
|
|
|
1,049
|
|
|||
Change in fair value
|
—
|
|
|
(239
|
)
|
|
(239
|
)
|
|||
Indemnification claims and other adjustments
|
(2,072
|
)
|
|
—
|
|
|
(2,072
|
)
|
|||
Balance at December 31, 2017
|
47,016
|
|
|
414
|
|
|
47,430
|
|
|||
Additions, net of fair value discount
|
36,313
|
|
|
7,000
|
|
|
43,313
|
|
|||
Cash payments
|
(29,600
|
)
|
|
(247
|
)
|
|
(29,847
|
)
|
|||
Accretion expense
|
1,970
|
|
|
—
|
|
|
1,970
|
|
|||
Change in fair value
|
—
|
|
|
(1,167
|
)
|
|
(1,167
|
)
|
|||
Indemnification claims and other adjustments
|
(3,557
|
)
|
|
—
|
|
|
(3,557
|
)
|
|||
Balance at December 31, 2018
|
$
|
52,142
|
|
|
$
|
6,000
|
|
|
$
|
58,142
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2018
Pro Forma |
|
2017
Pro Forma |
||||
|
|
(unaudited)
|
||||||
|
|
(in thousands, except per share amounts)
|
||||||
Total revenue
|
|
$
|
899,966
|
|
|
$
|
809,987
|
|
Net income (loss)
|
|
$
|
27,969
|
|
|
$
|
(14,210
|
)
|
Net income (loss) per share:
|
|
|
|
|
||||
Basic
|
|
$
|
0.32
|
|
|
$
|
(0.18
|
)
|
Diluted
|
|
$
|
0.30
|
|
|
$
|
(0.18
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
On demand
|
|
|
|
|
|
||||||
Property management
|
$
|
186,975
|
|
|
$
|
167,002
|
|
|
$
|
152,890
|
|
Resident services
|
350,457
|
|
|
272,176
|
|
|
218,097
|
|
|||
Leasing and marketing
|
166,361
|
|
|
123,804
|
|
|
116,505
|
|
|||
Asset optimization
|
129,916
|
|
|
79,640
|
|
|
55,039
|
|
|||
Total on demand revenue
|
833,709
|
|
|
642,622
|
|
|
542,531
|
|
|||
|
|
|
|
|
|
||||||
Professional and other
|
35,771
|
|
|
28,341
|
|
|
25,597
|
|
|||
Total revenue
|
$
|
869,480
|
|
|
$
|
670,963
|
|
|
$
|
568,128
|
|
•
|
professional and usage-based services that are billed and recognized based on services performed in a certain period;
|
•
|
amounts attributable to unexercised contract renewals that represent a material right; or
|
•
|
amounts attributable to unexercised client options to purchase services that do not represent a material right.
|
|
Year Ended December 31, 2018
|
||||||||||
|
As reported
|
|
Balances without adoption of ASU 2014-09
|
|
Effect of Change
on Net Income Higher/(Lower) |
||||||
|
(in thousands)
|
||||||||||
Revenue
|
|
|
|
|
|
||||||
On demand
|
$
|
833,709
|
|
|
$
|
835,465
|
|
|
$
|
(1,756
|
)
|
Professional and other
|
35,771
|
|
|
32,886
|
|
|
2,885
|
|
|||
Total revenue
|
$
|
869,480
|
|
|
$
|
868,351
|
|
|
$
|
1,129
|
|
Operating expenses
|
|
|
|
|
|
||||||
Sales and marketing
|
$
|
166,607
|
|
|
$
|
174,578
|
|
|
$
|
7,971
|
|
|
|
|
|
|
|
||||||
Net income before income taxes
|
$
|
34,300
|
|
|
$
|
25,200
|
|
|
$
|
9,100
|
|
Income tax expense (benefit)
|
(425
|
)
|
|
(2,608
|
)
|
|
(2,183
|
)
|
|||
Net income
|
$
|
34,725
|
|
|
$
|
27,808
|
|
|
$
|
6,917
|
|
|
Balances at December 31, 2018 - as reported
|
|
Balances at December 31, 2018 without adoption of ASU 2014-09
|
|
Effect of Change
Higher/(Lower) |
||||||
|
(in thousands)
|
||||||||||
Assets
|
|
|
|
|
|
||||||
Accounts receivable, less allowances
|
$
|
123,596
|
|
|
$
|
130,742
|
|
|
$
|
(7,146
|
)
|
Other current assets
|
$
|
15,185
|
|
|
$
|
8,198
|
|
|
$
|
6,987
|
|
Other assets
|
$
|
20,393
|
|
|
$
|
12,114
|
|
|
$
|
8,279
|
|
Liabilities
|
|
|
|
|
|
||||||
Current portion of deferred revenue
|
$
|
120,704
|
|
|
$
|
125,078
|
|
|
$
|
(4,374
|
)
|
Deferred revenue
|
$
|
4,902
|
|
|
$
|
4,902
|
|
|
$
|
—
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(in thousands)
|
||||||
Trade receivables from clients
|
|
$
|
120,767
|
|
|
$
|
115,354
|
|
Insurance commissions receivable
|
|
11,679
|
|
|
13,102
|
|
||
Accounts receivable, gross
|
|
132,446
|
|
|
128,456
|
|
||
Less: Allowances
|
|
(8,850
|
)
|
|
(3,951
|
)
|
||
Accounts receivable, net
|
|
$
|
123,596
|
|
|
$
|
124,505
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(in thousands)
|
||||||
Leasehold improvements
|
|
$
|
63,391
|
|
|
$
|
59,179
|
|
Data processing and communications equipment
|
|
68,015
|
|
|
83,922
|
|
||
Furniture, fixtures, and other equipment
|
|
33,840
|
|
|
28,752
|
|
||
Software
|
|
131,437
|
|
|
107,924
|
|
||
Property, equipment, and software, gross
|
|
296,683
|
|
|
279,777
|
|
||
Less: Accumulated depreciation and amortization
|
|
(143,155
|
)
|
|
(131,349
|
)
|
||
Property, equipment, and software, net
|
|
$
|
153,528
|
|
|
$
|
148,428
|
|
Balance at January 1, 2017
|
|
$
|
259,938
|
|
Goodwill acquired
|
|
491,079
|
|
|
Measurement period and other adjustments
|
|
35
|
|
|
Balance at December 31, 2017
|
|
751,052
|
|
|
Goodwill acquired
|
|
304,162
|
|
|
Measurement period and other adjustments
|
|
(2,095
|
)
|
|
Balance at December 31, 2018
|
|
$
|
1,053,119
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
|
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Developed technologies
|
|
$
|
207,310
|
|
|
$
|
(100,445
|
)
|
|
$
|
106,865
|
|
|
$
|
164,640
|
|
|
$
|
(76,577
|
)
|
|
$
|
88,063
|
|
Client relationships
|
|
264,228
|
|
|
(107,155
|
)
|
|
157,073
|
|
|
213,728
|
|
|
(78,390
|
)
|
|
135,338
|
|
||||||
Vendor relationships
|
|
5,650
|
|
|
(5,650
|
)
|
|
—
|
|
|
5,650
|
|
|
(5,650
|
)
|
|
—
|
|
||||||
Trade names
|
|
22,956
|
|
|
(10,682
|
)
|
|
12,274
|
|
|
17,556
|
|
|
(4,325
|
)
|
|
13,231
|
|
||||||
Non-compete agreements
|
|
4,173
|
|
|
(1,395
|
)
|
|
2,778
|
|
|
4,173
|
|
|
(605
|
)
|
|
3,568
|
|
||||||
Total finite-lived intangible assets
|
|
504,317
|
|
|
(225,327
|
)
|
|
278,990
|
|
|
405,747
|
|
|
(165,547
|
)
|
|
240,200
|
|
||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade names
|
|
8,388
|
|
|
—
|
|
|
8,388
|
|
|
12,137
|
|
|
—
|
|
|
12,137
|
|
||||||
Total intangible assets
|
|
$
|
512,705
|
|
|
$
|
(225,327
|
)
|
|
$
|
287,378
|
|
|
$
|
417,884
|
|
|
$
|
(165,547
|
)
|
|
$
|
252,337
|
|
2019
|
$
|
61,916
|
|
2020
|
52,679
|
|
|
2021
|
45,446
|
|
|
2022
|
35,686
|
|
|
2023
|
28,553
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Term Loan
|
|
Delayed Draw Term Loan
|
|
Term Loan
|
|
Delayed Draw
Term Loan
|
||||||||
|
(in thousands)
|
||||||||||||||
Principal outstanding
|
$
|
114,990
|
|
|
$
|
190,000
|
|
|
$
|
120,356
|
|
|
$
|
198,750
|
|
Unamortized issuance costs
|
(171
|
)
|
|
(606
|
)
|
|
(233
|
)
|
|
(821
|
)
|
||||
Unamortized discount
|
(137
|
)
|
|
(361
|
)
|
|
(185
|
)
|
|
(490
|
)
|
||||
Carrying value
|
$
|
114,682
|
|
|
$
|
189,033
|
|
|
$
|
119,938
|
|
|
$
|
197,439
|
|
|
Term Loans
|
||
2019
|
$
|
16,133
|
|
2020
|
28,232
|
|
|
2021
|
32,266
|
|
|
2022
|
228,359
|
|
|
|
$
|
304,990
|
|
•
|
during any calendar quarter commencing after the calendar quarter ending on
June 30, 2017
(and only during such calendar quarter), if the last reported sale price of our common stock for at least
20
trading days (whether or not consecutive) during a period of
30
consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to
130%
of the conversion price on each applicable trading day;
|
•
|
during the
five
business day period after any
five
consecutive trading day period (the “Measurement Period”) in which the trading price per
$1,000
principal amount of the Convertible Notes for each trading day of the Measurement Period was less than
98%
of the product of the last reported sales price of our common stock and the conversion rate on each such trading day; or
|
•
|
upon the occurrence of specified corporate events, as defined in the Indenture.
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Liability component:
|
|
|
|
||||
Principal amount
|
$
|
345,000
|
|
|
$
|
345,000
|
|
Unamortized discount
|
(46,235
|
)
|
|
(56,557
|
)
|
||
Unamortized debt issuance costs
|
(5,922
|
)
|
|
(7,244
|
)
|
||
|
$
|
292,843
|
|
|
$
|
281,199
|
|
|
|
|
|
||||
Equity component, net of issuance costs and deferred tax:
|
$
|
61,390
|
|
|
$
|
61,390
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Contractual interest expense
|
$
|
5,175
|
|
|
$
|
3,119
|
|
Amortization of debt discount
|
10,322
|
|
|
5,991
|
|
||
Amortization of debt issuance costs
|
1,322
|
|
|
766
|
|
||
|
$
|
16,819
|
|
|
$
|
9,876
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Total compensation expense recognized
|
$
|
50,641
|
|
|
$
|
45,835
|
|
|
$
|
36,852
|
|
Cash proceeds related to stock-based expense transactions
|
$
|
13,163
|
|
|
$
|
27,014
|
|
|
$
|
28,490
|
|
Aggregate grant-date fair value of shares and stock options that vested during the year
|
$
|
49,711
|
|
|
$
|
48,662
|
|
|
$
|
28,624
|
|
|
|
Number of Shares
|
|
Range of
Exercise Prices
|
|
Weighted Average
Exercise Price
|
|||||||||
Balance as of January 1, 2016
|
|
5,801,873
|
|
|
$
|
0.91
|
|
–
|
$
|
29.50
|
|
|
$
|
19.43
|
|
Exercised
|
|
(1,568,699
|
)
|
|
1.68
|
|
–
|
27.18
|
|
|
18.16
|
|
|||
Forfeited/cancelled
|
|
(625,431
|
)
|
|
4.28
|
|
–
|
29.50
|
|
|
21.77
|
|
|||
Expired
|
|
(654
|
)
|
|
0.91
|
|
–
|
0.91
|
|
|
0.91
|
|
|||
Balance at December 31, 2016
|
|
3,607,089
|
|
|
2.55
|
|
–
|
29.50
|
|
|
19.58
|
|
|||
Exercised
|
|
(1,344,569
|
)
|
|
5.04
|
|
–
|
29.50
|
|
|
20.09
|
|
|||
Forfeited/cancelled
|
|
(61,892
|
)
|
|
15.19
|
|
–
|
25.70
|
|
|
19.66
|
|
|||
Expired
|
|
(163
|
)
|
|
2.55
|
|
–
|
2.82
|
|
|
2.73
|
|
|||
Balance at December 31, 2017
|
|
2,200,465
|
|
|
4.28
|
|
–
|
29.50
|
|
|
19.26
|
|
|||
Exercised
|
|
(658,564
|
)
|
|
4.92
|
|
–
|
29.50
|
|
|
20.00
|
|
|||
Forfeited/cancelled
|
|
(11,329
|
)
|
|
15.19
|
|
–
|
25.70
|
|
|
18.85
|
|
|||
Expired
|
|
(2,250
|
)
|
|
7.00
|
|
–
|
7.00
|
|
|
7.00
|
|
|||
Balance at December 31, 2018
|
|
1,528,322
|
|
|
4.28
|
|
–
|
29.50
|
|
|
18.96
|
|
|
|
2018
|
|
2017
|
||||||||||||
|
|
Options Fully Vested
|
|
Options Exercisable
|
|
Options Fully Vested and Expected to Vest
|
|
Options Exercisable
|
||||||||
Number of options
|
|
1,528,322
|
|
|
1,528,322
|
|
|
2,200,465
|
|
|
1,999,278
|
|
||||
Weighted-average remaining contractual term (in years)
|
|
4.1
|
|
|
4.1
|
|
|
5.5
|
|
|
5.3
|
|
||||
Weighted-average exercise price
|
|
$
|
18.96
|
|
|
$
|
18.96
|
|
|
$
|
19.26
|
|
|
$
|
19.16
|
|
Aggregate intrinsic value, in thousands
|
|
$
|
44,674
|
|
|
$
|
44,674
|
|
|
$
|
55,106
|
|
|
$
|
50,257
|
|
|
|
Number of
Shares
|
|
Weighted
Average Grant-Date Fair Value
|
|||
Non-vested shares at January 1, 2016
|
|
1,068,706
|
|
|
$
|
20.05
|
|
Granted
|
|
1,793,257
|
|
|
20.79
|
|
|
Vested
|
|
(841,983
|
)
|
|
20.14
|
|
|
Forfeited/cancelled
|
|
(386,479
|
)
|
|
20.21
|
|
|
Non-vested shares at December 31, 2016
|
|
1,633,501
|
|
|
20.78
|
|
|
Granted
|
|
1,359,578
|
|
|
36.25
|
|
|
Vested
|
|
(953,749
|
)
|
|
23.73
|
|
|
Forfeited/cancelled
|
|
(283,342
|
)
|
|
28.01
|
|
|
Non-vested shares at December 31, 2017
|
|
1,755,988
|
|
|
30.05
|
|
|
Granted
|
|
1,289,866
|
|
|
53.26
|
|
|
Vested
|
|
(1,017,367
|
)
|
|
31.92
|
|
|
Forfeited/cancelled
|
|
(242,675
|
)
|
|
40.70
|
|
|
Non-vested shares at December 31, 2018
|
|
1,785,812
|
|
|
44.34
|
|
|
|
Number of
Shares
|
|
Weighted
Average Grant-Date Fair Value
|
|||
Balance as of January 1, 2016
|
|
1,015,095
|
|
|
$
|
11.85
|
|
Granted
|
|
794,025
|
|
|
13.58
|
|
|
Vested
|
|
(51,250
|
)
|
|
12.52
|
|
|
Forfeited/cancelled
|
|
(193,710
|
)
|
|
11.61
|
|
|
Balance at December 31, 2016
|
|
1,564,160
|
|
|
12.73
|
|
|
Granted
|
|
535,441
|
|
|
28.18
|
|
|
Vested
|
|
(1,407,133
|
)
|
|
13.69
|
|
|
Forfeited/cancelled
|
|
(2,303
|
)
|
|
13.34
|
|
|
Balance at December 31, 2017
|
|
690,165
|
|
|
22.76
|
|
|
Granted
|
|
517,364
|
|
|
35.66
|
|
|
Vested
|
|
(677,857
|
)
|
|
23.02
|
|
|
Balance at December 31, 2018
|
|
529,672
|
|
|
35.03
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Risk-free interest rate
|
|
2.5
|
%
|
|
1.8
|
%
|
|
1.1
|
%
|
Expected volatility
|
|
31.2
|
%
|
|
31.6
|
%
|
|
41.5
|
%
|
|
Minimum Lease Commitments
|
||
|
(in thousands)
|
||
2019
|
$
|
16,996
|
|
2020
|
12,650
|
|
|
2021
|
11,485
|
|
|
2022
|
10,433
|
|
|
2023
|
10,229
|
|
|
Thereafter
|
38,416
|
|
|
|
$
|
100,209
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands, except per share amounts)
|
||||||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
34,725
|
|
|
$
|
377
|
|
|
$
|
16,650
|
|
Denominator:
|
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
|
||||||
Weighted average shares used in computing basic net income per share:
|
|
87,290
|
|
|
79,433
|
|
|
76,854
|
|
|||
Diluted:
|
|
|
|
|
|
|
||||||
Add weighted average effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Stock options and restricted stock
|
|
2,032
|
|
|
2,884
|
|
|
989
|
|
|||
Convertible Notes and Warrants
|
|
1,948
|
|
|
81
|
|
|
—
|
|
|||
Contingently issuable shares in connection with our acquisitions
|
|
261
|
|
|
—
|
|
|
—
|
|
|||
Weighted average shares used in computing diluted net income per share:
|
|
91,531
|
|
|
82,398
|
|
|
77,843
|
|
|||
Net income per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
0.40
|
|
|
$
|
0.00
|
|
|
$
|
0.22
|
|
Diluted
|
|
$
|
0.38
|
|
|
$
|
0.00
|
|
|
$
|
0.21
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
666
|
|
|
$
|
36
|
|
|
$
|
401
|
|
State
|
|
295
|
|
|
578
|
|
|
756
|
|
|||
Foreign
|
|
738
|
|
|
313
|
|
|
449
|
|
|||
Total current income tax expense
|
|
1,699
|
|
|
927
|
|
|
1,606
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
(1,543
|
)
|
|
14,620
|
|
|
9,055
|
|
|||
State
|
|
(255
|
)
|
|
(900
|
)
|
|
235
|
|
|||
Foreign
|
|
(326
|
)
|
|
217
|
|
|
(60
|
)
|
|||
Total deferred income tax (benefit) expense
|
|
(2,124
|
)
|
|
13,937
|
|
|
9,230
|
|
|||
Total income tax expense
|
|
$
|
(425
|
)
|
|
$
|
14,864
|
|
|
$
|
10,836
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Expense derived by applying the Federal income tax rate to income before income taxes
|
|
$
|
7,203
|
|
|
$
|
5,335
|
|
|
$
|
9,620
|
|
State income tax, net of federal benefit
|
|
(204
|
)
|
|
135
|
|
|
735
|
|
|||
Foreign income tax
|
|
26
|
|
|
(631
|
)
|
|
(922
|
)
|
|||
Change in valuation allowance
|
|
734
|
|
|
—
|
|
|
—
|
|
|||
Nondeductible expenses
|
|
2,187
|
|
|
1,606
|
|
|
545
|
|
|||
Fair value adjustment on stock acquisition
|
|
33
|
|
|
(17
|
)
|
|
150
|
|
|||
Stock-based expense
|
|
(11,788
|
)
|
|
(19,080
|
)
|
|
285
|
|
|||
Reduction in available Federal NOL
|
|
—
|
|
|
—
|
|
|
255
|
|
|||
Federal income tax rate reduction
|
|
—
|
|
|
25,070
|
|
|
—
|
|
|||
Deemed repatriation of foreign earnings
|
|
—
|
|
|
2,211
|
|
|
—
|
|
|||
Base erosion and anti-abuse tax
|
|
1,117
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
267
|
|
|
235
|
|
|
168
|
|
|||
Total income tax expense
|
|
$
|
(425
|
)
|
|
$
|
14,864
|
|
|
$
|
10,836
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
|
||||
Reserves, deferred revenue and accrued liabilities
|
|
$
|
17,120
|
|
|
$
|
16,443
|
|
Stock-based expense
|
|
8,408
|
|
|
8,912
|
|
||
Net operating loss carryforwards and tax credits
|
|
56,210
|
|
|
42,119
|
|
||
Deferred tax assets before valuation allowance
|
|
81,738
|
|
|
67,474
|
|
||
Valuation allowance
|
|
(1,251
|
)
|
|
(517
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
|
80,487
|
|
|
66,957
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Property, equipment, and software
|
|
(16,810
|
)
|
|
(15,378
|
)
|
||
Intangible assets
|
|
(13,580
|
)
|
|
(3,940
|
)
|
||
Other
|
|
(7,495
|
)
|
|
(2,752
|
)
|
||
Total deferred tax liabilities
|
|
(37,885
|
)
|
|
(22,070
|
)
|
||
Net deferred tax assets
|
|
$
|
42,602
|
|
|
$
|
44,887
|
|
|
Fair Value at December 31, 2018
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
(in thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
$
|
923
|
|
|
$
|
—
|
|
|
$
|
923
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
413
|
|
|
—
|
|
|
413
|
|
|
—
|
|
||||
Contingent consideration related to the acquisition of:
|
|
|
|
|
|
|
|
||||||||
LeaseLabs
|
6,000
|
|
|
—
|
|
|
—
|
|
|
6,000
|
|
||||
Total liabilities measured at fair value
|
$
|
6,413
|
|
|
$
|
—
|
|
|
$
|
413
|
|
|
$
|
6,000
|
|
|
Fair Value at December 31, 2017
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
(in thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
$
|
1,329
|
|
|
$
|
—
|
|
|
$
|
1,329
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration related to the acquisition of:
|
|
|
|
|
|
|
|
||||||||
AssetEye
|
247
|
|
|
—
|
|
|
—
|
|
|
247
|
|
||||
Axiometrics
|
167
|
|
|
—
|
|
|
—
|
|
|
167
|
|
||||
Total liabilities measured at fair value
|
$
|
414
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
414
|
|
Balance at January 1, 2017
|
$
|
541
|
|
Initial contingent consideration
|
812
|
|
|
Net gain on change in fair value
|
(939
|
)
|
|
Balance at December 31, 2017
|
414
|
|
|
Initial contingent consideration
|
7,000
|
|
|
Settlements through cash payments
|
(247
|
)
|
|
Net gain on change in fair value
|
(1,167
|
)
|
|
Balance at December 31, 2018
|
$
|
6,000
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Number of shares repurchased
|
599,664
|
|
|
—
|
|
|
1,012,823
|
|
|||
Weighted-average cost per share
|
$
|
46.83
|
|
|
$
|
—
|
|
|
$
|
20.98
|
|
Total cost of shares repurchased, in thousands
|
$
|
28,082
|
|
|
$
|
—
|
|
|
$
|
21,244
|
|
|
Balance Sheet Location
|
|
Notional
|
|
Fair Value
|
||||
|
|
|
(in thousands)
|
||||||
Derivatives designated as cash flow hedging instruments:
|
|
|
|
|
|
||||
Swap agreements as of December 31, 2018
|
Other assets
|
|
$
|
75,000
|
|
|
$
|
923
|
|
Swap agreements as of December 31, 2018
|
Other long-term liabilities
|
|
$
|
100,000
|
|
|
$
|
413
|
|
Swap agreements as of December 31, 2017
|
Other assets
|
|
$
|
75,000
|
|
|
$
|
1,329
|
|
|
|
Effective Portion
|
|
Ineffective Portion
|
||||||||||||
Derivatives Designated as Cash Flow Hedges
|
|
Gain (Loss) Recognized in OCI
|
|
Location of Gain (Loss) Recognized in Income
|
|
Gain (Loss) Recognized in Income
|
|
Location of Gain (Loss) Recognized in Income
|
|
Gain (Loss) Recognized in Income
|
||||||
|
|
(in thousands)
|
||||||||||||||
Year ended December 31, 2018:
|
|
|
|
|
|
|
|
|
||||||||
Swap agreements, net of tax
|
|
$
|
61
|
|
|
Interest expense and other
|
|
$
|
613
|
|
|
Interest expense and other
|
|
$
|
(73
|
)
|
Year ended December 31, 2017:
|
|
|
|
|
|
|
|
|
||||||||
Swap agreements, net of tax
|
|
$
|
318
|
|
|
Interest expense and other
|
|
$
|
77
|
|
|
Interest expense and other
|
|
$
|
(54
|
)
|
Year ended December 31, 2016:
|
|
|
|
|
|
|
|
|
||||||||
Swap agreements, net of tax
|
|
$
|
400
|
|
|
Interest expense and other
|
|
$
|
(136
|
)
|
|
Interest expense and other
|
|
$
|
152
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
December 31,
2018 |
|
September 30,
2018 |
|
June 30,
2018 |
|
March 31,
2018 |
|
December 31,
2017 |
|
September 30,
2017 |
|
June 30,
2017 |
|
March 31,
2017 |
||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
On demand
|
$
|
218,051
|
|
|
$
|
215,413
|
|
|
$
|
206,945
|
|
|
$
|
193,300
|
|
|
$
|
180,104
|
|
|
$
|
161,578
|
|
|
$
|
154,727
|
|
|
$
|
146,213
|
|
Professional and other
|
8,923
|
|
|
9,540
|
|
|
9,307
|
|
|
8,001
|
|
|
7,576
|
|
|
7,480
|
|
|
6,579
|
|
|
6,706
|
|
||||||||
Total revenue
|
226,974
|
|
|
224,953
|
|
|
216,252
|
|
|
201,301
|
|
|
187,680
|
|
|
169,058
|
|
|
161,306
|
|
|
152,919
|
|
||||||||
Gross profit
|
129,482
|
|
|
130,467
|
|
|
125,183
|
|
|
120,169
|
|
|
111,132
|
|
|
97,767
|
|
|
92,700
|
|
|
89,066
|
|
||||||||
Net income (loss)
|
6,272
|
|
|
9,073
|
|
|
8,479
|
|
|
10,901
|
|
|
(20,865
|
)
|
|
6,834
|
|
|
6,213
|
|
|
8,195
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income (loss) per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
0.07
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.13
|
|
|
$
|
(0.26
|
)
|
|
$
|
0.09
|
|
|
$
|
0.08
|
|
|
$
|
0.10
|
|
Diluted
|
0.07
|
|
|
0.09
|
|
|
0.09
|
|
|
0.13
|
|
|
(0.26
|
)
|
|
0.08
|
|
|
0.08
|
|
|
0.10
|
|
•
|
ClickPay constituted approximately
11%
of our consolidated total assets as of
December 31, 2018
, and
3%
of our consolidated total revenues for the year then ended.
|
•
|
LeaseLabs constituted approximately
6%
of our consolidated total assets as of
December 31, 2018
, and
1%
of our consolidated total revenues for the year then ended.
|
•
|
Rentlytics constituted approximately
3%
of our consolidated total assets as of
December 31, 2018
, and less than
1%
of our consolidated total revenues for the year then ended.
|
|
|
Balance at
Beginning
of Year
|
|
Adoption of
ASC 606
|
|
Additions
Charged to
Income
(2)
|
|
Deductions
(3)
|
|
Balance at
End of
Year
|
||||||||||
Year ended December 31:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2016
|
|
$
|
2,318
|
|
|
$
|
—
|
|
|
$
|
4,786
|
|
|
$
|
(4,636
|
)
|
|
$
|
2,468
|
|
2017
|
|
2,468
|
|
|
—
|
|
|
4,458
|
|
|
(2,975
|
)
|
|
3,951
|
|
|||||
2018
(1)
|
|
3,951
|
|
|
4,702
|
|
|
17,180
|
|
|
(16,983
|
)
|
|
8,850
|
|
(1)
|
In 2018, we adopted ASU 2014-09, under the modified retrospective method. Under the new standard, we accrue for credit accommodations in our reserve during the month of billing, and credits reduce this reserve when issued. Comparative information from prior year periods has not been restated and continues to be reported under the accounting standards in effect for those periods.
|
(2)
|
Allowance for doubtful accounts are charged to expense. Credit accommodations are charged to revenue.
|
(3)
|
Applied credits and uncollectible accounts written off, net of recoveries.
|
REALPAGE, INC.
|
||
|
|
|
By:
|
|
/s/ Stephen T. Winn
|
|
|
Stephen T. Winn
|
|
|
Chairman of the Board of Directors, Chief Executive Officer,
|
|
|
President and Director
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Stephen T. Winn
Stephen T. Winn
|
|
Chairman of the Board of Directors, Chief Executive Officer, President and Director (Principal Executive Officer)
|
|
2/27/2019
|
|
|
|
||
/s/ Thomas C. Ernst, Jr.
Thomas C. Ernst, Jr. |
|
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
|
|
2/27/2019
|
|
|
|
||
/s/ Kandis L. Tate Thompson
Kandis L. Tate Thompson |
|
Senior Vice President, Chief Accounting Officer
(Principal Accounting Officer)
|
|
2/27/2019
|
|
|
|
|
|
/s/ Alfred R. Berkeley
Alfred R. Berkeley
|
|
Director
|
|
2/27/2019
|
|
|
|
||
/s/ Peter Gyenes
Peter Gyenes
|
|
Director
|
|
2/27/2019
|
|
|
|
||
/s/ Scott S. Ingraham
Scott S. Ingraham
|
|
Director
|
|
2/27/2019
|
|
|
|
||
/s/ Charles F. Kane
Charles F. Kane
|
|
Director
|
|
2/27/2019
|
|
|
|
||
/s/ Jeffrey T. Leeds
Jeffrey T. Leeds
|
|
Director
|
|
2/27/2019
|
|
|
|
||
/s/ Jason A. Wright
Jason A. Wright
|
|
Director
|
|
2/27/2019
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Date
|
|
Number
|
|
Included
Herewith
|
|
Acquisition Agreement dated April 19, 2018 by and among Registrant and each of the holders of outstanding membership units of NovelPay LLC, a Delaware limited liability company, other than those owned by ClickPay Services, Inc., a Delaware corporation, and NP Representative, LLC, a Delaware limited liability company, solely in its capacity as the Sellers’ Representative**
|
|
10-Q
|
|
5/10/2018
|
|
2.1
|
|
|
|
|
Agreement and Plan of Merger by and among Registrant, RP Newco XXIII Inc., a Delaware corporation and wholly-owned subsidiary of Registrant, RP Newco XXIV Inc., a Delaware corporation and wholly-owned subsidiary of Registrant, ClickPayServices, Inc., a Delaware corporation and NP Representative, LLC, a Delaware limited liability company, solely in its capacity as the Sellers’ Representative**
|
|
10-Q
|
|
5/10/2018
|
|
2.2
|
|
|
|
|
Agreement and Plan of Merger dated October 11, 2018 between Registrant and RP Newco XXVI Inc., a Delaware corporation and wholly-owned subsidiary of Registrant, Rentlytics, Inc., a Delaware corporation, each of the equityholders of Rentlytics who executed the Agreement and Plan of Merger and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the Equityholders’ Representative**
|
|
|
|
|
|
|
|
X
|
|
|
Amended and Restated Certificate of Incorporation of the Registrant, as amended
|
|
10-Q
|
|
8/6/2018
|
|
3.1
|
|
|
|
|
Amended and Restated Bylaws of the Registrant
|
|
S-1/A
|
|
7/26/2010
|
|
3.4
|
|
|
|
|
Form of Common Stock certificate of the Registrant
|
|
S-1/A
|
|
7/26/2010
|
|
4.1
|
|
|
|
|
Shareholders’ Agreement among the Registrant and certain stockholders, dated December 1, 1998, as amended July 16, 1999 and November 3, 2000
|
|
S-1
|
|
4/29/2010
|
|
4.2
|
|
|
|
|
Second Amended and Restated Registration Rights Agreement among the Registrant and certain stockholders, dated February 22, 2008
|
|
S-1
|
|
4/29/2010
|
|
4.3
|
|
|
|
|
Indenture between the Registrant and Wells Fargo Bank, National Association, dated May 23, 2017
|
|
10-Q
|
|
8/4/2017
|
|
4.4
|
|
|
|
|
Form of Global Note to represent the 1.50% Convertible Senior Notes due 2022, of the Registrant
|
|
10-Q
|
|
8/4/2017
|
|
4.5
|
|
|
|
|
Form of Warrant Confirmation in connection with 1.50% Convertible Senior Notes due 2022, of the Registrant
|
|
10-Q
|
|
8/4/2017
|
|
4.6
|
|
|
|
|
Form of Call Option Confirmation in connection with 1.50% Convertible Senior Notes due 2022, of the Registrant
|
|
10-Q
|
|
8/4/2017
|
|
4.7
|
|
|
|
|
Form of Indemnification Agreement entered into between the Registrant and each of its directors and officers
|
|
S-1
|
|
4/29/2010
|
|
10.1
|
|
|
|
|
Amended and Restated 1998 Stock Incentive Plan (June 2010)+
|
|
S-1
|
|
6/7/2010
|
|
10.2G
|
|
|
|
10.3
|
|
Forms of Stock Option Agreements and Restricted Share Agreements approved for use under the 1998 Stock Incentive Plan+
|
|
S-1
|
|
4/29/2010
|
|
|
|
|
10.4
|
|
Forms of Stock Option Agreements and Restricted Share Agreements approved for use under the 1998 Stock Incentive Plan+
|
|
S-1
|
|
6/7/2010
|
|
|
|
|
|
Form of Director's Nonqualified Stock Option Agreement+
|
|
S-1
|
|
4/29/2010
|
|
10.3
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Date
|
|
Number
|
|
Included
Herewith
|
|
Form of Notice of Grant of Restricted Shares (Outside Directors)+
|
|
S-1
|
|
6/7/2010
|
|
10.49
|
|
|
|
|
2010 Equity Incentive Plan, as Amended and Restated June 4, 2014+
|
|
DEF-14A
|
|
4/17/2014
|
|
Appendix A
|
|
|
|
|
First Amendment to the Amended and Restated 2010 Equity Incentive Plan+
|
|
8-K
|
|
1/21/2015
|
|
10.1
|
|
|
|
|
Second Amendment to the Amended and Restated 2010 Equity Incentive Plan+
|
|
8-K
|
|
4/7/2015
|
|
10.1
|
|
|
|
|
Third Amendment to the Amended and Restated 2010 Equity Incentive Plan+
|
|
10-Q
|
|
5/6/2016
|
|
10.1
|
|
|
|
|
Fourth Amendment to the RealPage, Inc. 2010 Equity Incentive Plan, as amended and restated, dated February 16, 2017+
|
|
10-Q
|
|
5/8/2017
|
|
10.5
|
|
|
|
10.12
|
|
Forms of Stock Option Award Agreements and Restricted Stock Award Agreements approved for use under the 2010 Equity Incentive Plan+
|
|
S-8
|
|
8/17/2010
|
|
4.6
,
|
|
|
|
Stand-Alone Stock Option Agreement between the Registrant and Peter Gyenes, dated February 25, 2010+
|
|
S-1
|
|
4/29/2010
|
|
10.7
|
|
|
|
|
Form of Stock Option Award Agreement between the Registrant and Stephen T. Winn approved for use under the 2010 Equity Incentive Plan, as amended and restated June 4, 2014, as amended+
|
|
8-K
|
|
3/5/2015
|
|
10.1
|
|
|
|
|
Form of Stock Option Award Agreement between the Registrant and certain executive officers approved for use under the 2010 Equity Incentive Plan, as amended and restated June 4, 2014, as amended+
|
|
8-K
|
|
3/5/2015
|
|
10.2
|
|
|
|
|
Form of Restricted Stock Award Agreement for time-based awards between the Registrant and Stephen T. Winn approved for use under the 2010 Equity Incentive Plan, as amended and restated June 4, 2014, as amended+
|
|
8-K
|
|
3/5/2015
|
|
10.3
|
|
|
|
|
Form of Restricted Stock Award Agreement for time-based awards between the Registrant and certain executive officers approved for use under the 2010 Equity Incentive Plan, as amended and restated June 4, 2014, as amended+
|
|
8-K
|
|
3/5/2015
|
|
10.4
|
|
|
|
|
Form of Restricted Stock Award Agreement for time-based awards between the Registrant and certain executive officers approved for use under the 2010 Equity Incentive Plan, as amended and restated June 4, 2014, as amended+
|
|
10-Q
|
|
5/6/2016
|
|
10.4
|
|
|
|
|
Form of Restricted Stock Award Agreement for market-based awards between the Registrant and certain executive officers approved for use under the 2010 Equity Incentive Plan, as amended and restated June 4, 2014, as amended+
|
|
10-Q
|
|
5/6/2016
|
|
10.5
|
|
|
|
|
Form of Restricted Stock Award Agreement for market-based awards between the Registrant and Stephen T. Winn approved for use under the 2010 Equity Incentive Plan, as amended and restated June 4, 2014, as amended+
|
|
10-Q
|
|
5/6/2016
|
|
10.6
|
|
|
|
|
Form of 2017 Management Incentive Plan+
|
|
10-Q
|
|
5/8/2017
|
|
10.4
|
|
|
|
|
RealPage, Inc. Management Incentive Plan+
|
|
DEF-14A
|
|
4/17/2014
|
|
Appendix B
|
|
|
|
|
Amended and Restated Employment Agreement between the Registrant and Stephen T. Winn dated as of October 26, 2016+
|
|
8-K
|
|
10/31/2016
|
|
10.1
|
|
|
|
|
Amended and Restated Employment Agreement between the Registrant and W. Bryan Hill dated as of March 1, 2015+
|
|
8-K
|
|
3/5/2015
|
|
10.12
|
|
|
|
|
Consulting Agreement between the Registrant and W. Bryan Hill, dated January 7, 2019+
|
|
|
|
|
|
|
|
X
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Date
|
|
Number
|
|
Included
Herewith
|
|
Amended and Restated Employment Agreement between the Registrant and William Chaney dated as of March 1, 2015+
|
|
8-K
|
|
3/5/2015
|
|
10.1
|
|
|
|
|
Employment Agreement between the Registrant and David Monk, dated May 1, 2015+
|
|
10-Q
|
|
8/7/2015
|
|
10.18
|
|
|
|
|
Employment Agreement between the Registrant and Ashley Glover, dated August 3, 2016+
|
|
10-Q
|
|
11/8/2016
|
|
10.2
|
|
|
|
|
Exhibit I to the Employment Agreement between the Registrant and Ashley Glover referenced herein as Exhibit 10.28+
|
|
10-Q
|
|
5/6/2016
|
|
10.4
|
|
|
|
|
Exhibit II to the Employment Agreement between the
Registrant and Ashley Glover referenced herein as Exhibit 10.28+
|
|
10-Q
|
|
5/6/2016
|
|
10.5
|
|
|
|
|
Employment Agreement between Registrant and Andrew Blount, dated December 11, 2015+
|
|
10-Q
|
|
5/8/2017
|
|
10.6
|
|
|
|
|
Amendment to Employment Agreement between Registrant and Andrew Blount, dated January 4, 2016+
|
|
10-Q
|
|
5/8/2017
|
|
10.7
|
|
|
|
|
Employment Agreement between Registrant and Thomas C. Ernst, Jr., dated January 7, 2019+
|
|
|
|
|
|
|
|
X
|
|
|
Exhibit I to the Employment Agreement between the Registrant and Thomas C. Ernst, Jr. referenced herein as Exhibit 10.33+
|
|
10-Q
|
|
5/6/2016
|
|
10.4
|
|
|
|
|
Exhibit II to the Employment Agreement between the Registrant and Thomas C. Ernst Jr. referenced herein as Exhibit 10.33+
|
|
10-Q
|
|
5/6/2016
|
|
10.5
|
|
|
|
|
Employment Agreement between Registrant and Kandis Thompson, dated January 7, 2019+
|
|
|
|
|
|
|
|
X
|
|
|
Lease Agreement dated June 2, 2015 by and between the Registrant and Lakeside Campus Partners, LP
|
|
8-K
|
|
6/4/2015
|
|
10.1
|
|
|
|
|
First Amendment to the Lease Agreement dated July 27, 2015 by and between the Registrant and Lakeside Campus Partners, LP
|
|
10-Q
|
|
8/7/2015
|
|
10.20
|
|
|
|
|
Second Amendment to the Lease Agreement dated July 8, 2016 by and between the Registrant and Lakeside Campus Partners, LP
|
|
10-Q
|
|
11/8/2016
|
|
10.1
|
|
|
|
|
Credit Agreement by and among the Registrant, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent, dated September 30, 2014
|
|
10-Q
|
|
11/10/2014
|
|
10.1
|
|
|
|
|
First Amendment to Credit Agreement and Incremental Amendment among the Registrant, certain subsidiaries of the Registrant party thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent, dated February 26, 2016
|
|
10-Q
|
|
5/6/2016
|
|
10.2
|
|
|
|
|
Second Amendment to Credit Agreement among the Registrant, certain subsidiaries of the Registrant party thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent, dated February 15, 2017
|
|
10-Q
|
|
5/8/2017
|
|
10.1
|
|
|
|
|
Third Amendment to Credit Agreement among the Registrant, certain subsidiaries of the Registrant party thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent, dated February 27, 2017
|
|
10-Q
|
|
5/8/2017
|
|
10.2
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Date
|
|
Number
|
|
Included
Herewith
|
|
Fourth Amendment to Credit Agreement among the Registrant, certain subsidiaries of the Registrant party thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent, dated April 3, 2017
|
|
10-Q
|
|
5/8/2017
|
|
10.3
|
|
|
|
|
Fifth Amendment to Credit Agreement among the Registrant, certain subsidiaries of the Registrant party thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent, dated May 11, 2017
|
|
10-Q
|
|
8/4/2017
|
|
10.2
|
|
|
|
|
Sixth Amendment to Credit Agreement among the Registrant, certain subsidiaries of the Registrant party thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent, dated August 14, 2017
|
|
10-Q
|
|
11/7/2017
|
|
10.1
|
|
|
|
|
Seventh Amendment to Credit Agreement, Incremental Amendment and Amendment to Collateral Agreement among the Registrant, certain subsidiaries of the Registrant party thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent, dated March 12, 2018
|
|
10-Q
|
|
5/10/2018
|
|
10.1
|
|
|
|
|
Collateral Agreement by and among the Registrant, certain of its subsidiaries from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent, dated as of September 30, 2014
|
|
10-Q
|
|
11/10/2014
|
|
10.2
|
|
|
|
|
Guaranty Agreement made by certain domestic subsidiaries of Registrant in favor of Wells Fargo Bank, National Association, as administrative agent, dated as of September 30, 2014
|
|
10-Q
|
|
11/10/2014
|
|
10.3
|
|
|
|
|
Subsidiaries of the Registrant
|
|
|
|
|
|
|
|
X
|
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
|
|
|
|
|
|
|
|
X
|
|
|
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
X
|
|
|
Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
X
|
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|
|
|
|
|
|
|
|
X
|
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|
|
|
|
|
|
|
|
X
|
|
101.INS
|
|
Instance
|
|
|
|
|
|
|
|
X
|
101.SCH
|
|
Taxonomy Extension Schema
|
|
|
|
|
|
|
|
X
|
101.CAL
|
|
Taxonomy Extension Calculation
|
|
|
|
|
|
|
|
X
|
101.LAB
|
|
Taxonomy Extension Labels
|
|
|
|
|
|
|
|
X
|
101.PRE
|
|
Taxonomy Extension Presentation
|
|
|
|
|
|
|
|
X
|
101.DEF
|
|
Taxonomy Extension Definition
|
|
|
|
|
|
|
|
X
|
+
|
Indicates management contract or compensatory plan or arrangement.
|
*
|
Furnished herewith.
|
**
|
Exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be furnished to the Securities and Exchange Commission upon request.
|
|
TABLE OF CONTENTS
|
|
|
|
Page
|
Article I DEFINED TERMS
|
2
|
|
1.1
|
Definitions
|
2
|
|
|
|
Article II THE MERGER
|
2
|
|
|
|
|
2.1
|
Merger
|
2
|
2.2
|
Effective Time
|
2
|
2.3
|
Effects of the Merger
|
2
|
2.4
|
Certificate of Incorporation and Bylaws
|
2
|
2.5
|
Directors and Officers
|
2
|
2.6
|
Authorization to Act on behalf of Merger Subsidiary and the Company
|
3
|
2.7
|
Conversion of Outstanding Shares
|
3
|
2.8
|
Treatment of Company Options
|
3
|
2.9
|
Dissenters’ Rights
|
4
|
2.10
|
Closing of Transfer Books
|
4
|
2.11
|
Payments
|
5
|
2.12
|
Holdback Cash Consideration
|
8
|
2.13
|
Closing Adjustment Amount
|
8
|
2.14
|
Final Working Capital
|
9
|
|
|
|
Article III REPRESENTATIONS AND WARRANTIES OF THE COMPANY
|
10
|
|
|
|
|
3.1
|
Organizational Matters
|
11
|
3.2
|
Capital Structure
|
11
|
3.3
|
Authority and Due Execution
|
12
|
3.4
|
Non-Contravention and Consents
|
13
|
3.5
|
Financial Statements
|
14
|
3.6
|
Indebtedness
|
14
|
3.7
|
Litigation
|
14
|
3.8
|
Taxes
|
15
|
3.9
|
Property and Assets
|
18
|
3.10
|
Intellectual Property and Related Matters
|
20
|
3.11
|
Accounts Receivable and Payable
|
29
|
3.12
|
Compliance
|
29
|
3.13
|
Permits; Export and Import Laws; Export Proceedings; No Foreign Operations.
|
30
|
3.14
|
Brokers’ and Finders’ Fees
|
30
|
3.15
|
Restrictions on Business Activities
|
30
|
3.16
|
Employment Matters
|
31
|
3.17
|
Employee Benefit Plans
|
32
|
3.18
|
Environmental Matters
|
35
|
3.19
|
Material Contracts
|
36
|
3.20
|
Insurance
|
36
|
3.21
|
Transactions with Related Parties
|
37
|
3.22
|
Books and Records
|
37
|
3.23
|
Absence of Changes
|
37
|
3.24
|
Product and Service Warranties
|
40
|
3.25
|
Major Customers and Suppliers
|
40
|
3.26
|
Absence of Certain Business Practices
|
41
|
3.27
|
Bank Accounts, Powers of Attorney
|
41
|
3.28
|
No Competitor Technology; No Violation of Agreements with Certain Competitors
|
41
|
3.29
|
Preferences; Solvency
|
42
|
3.30
|
Disclosures
|
42
|
|
|
|
Article IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY
|
43
|
|
|
|
|
4.1
|
Organizational Matters
|
44
|
4.2
|
Authority and Due Execution
|
44
|
4.3
|
Non-Contravention and Consents
|
44
|
4.4
|
Brokers’ and Finders’ Fees
|
45
|
|
|
|
Article V ADDITIONAL AGREEMENTS AND COVENANTS OF THE COMPANY AND THE EQUITYHOLDERS
|
45
|
|
|
|
|
5.1
|
Conduct of Business
|
45
|
5.2
|
Access and Information
|
47
|
5.3
|
Third Party Consents; Modifications and Termination of Contracts
|
47
|
5.4
|
Company Transaction Costs
|
48
|
5.5
|
Pay-Off Letters
|
48
|
5.6
|
Acquisition Proposals
|
48
|
5.7
|
Stockholder Approval
|
49
|
5.8
|
Reserved
|
49
|
5.9
|
Resignations of Directors and Officers
|
49
|
5.10
|
Employment Matters
|
49
|
5.11
|
Related-Party Transactions
|
49
|
5.12
|
Financial Statements
|
50
|
|
|
|
Article VI ADDITIONAL COVENANTS
|
50
|
|
|
|
|
6.1
|
Governmental Consents
|
50
|
6.2
|
Tax Covenants
|
50
|
6.3
|
Efforts to Consummate
|
52
|
6.4
|
Confidentiality
|
52
|
6.5
|
Company Insurance
|
54
|
6.6
|
General Release of All Claims
|
54
|
6.7
|
Notification of Certain Matters
|
55
|
|
|
|
Article VII CONDITIONS PRECEDENT
|
55
|
|
|
|
|
7.1
|
Conditions to Each Party’s Obligations
|
55
|
7.2
|
Conditions to Obligations of Parent and Merger Subsidiary
|
56
|
7.3
|
Conditions to Obligations of the Company and the Equityholders
|
58
|
|
|
|
Article VIII CLOSING
|
59
|
|
|
|
|
8.1
|
Closing
|
59
|
8.2
|
Actions to Occur at Closing
|
59
|
|
|
|
Article IX TERMINATION, AMENDMENT AND WAIVER
|
60
|
|
|
|
|
9.1
|
Termination
|
60
|
9.2
|
Notice of Termination
|
61
|
9.3
|
Effect of Termination
|
61
|
|
|
|
Article X INDEMNIFICATION
|
61
|
|
|
|
|
10.1
|
Indemnification
|
61
|
10.2
|
Defense of Third Party Claims
|
61
|
10.3
|
Direct Claims
|
62
|
10.4
|
No Circular Recovery; No Contribution
|
62
|
10.5
|
Procedures for Claims; Payment of Holdback Cash Consideration
|
62
|
10.6
|
Limits on Liability
|
63
|
10.7
|
Exclusive Remedy
|
65
|
10.8
|
Offset
|
65
|
|
|
|
Article XI THE REPRESENTATIVE
|
66
|
|
|
|
|
11.1
|
Authorization of the Representative
|
66
|
11.2
|
Compensation; Exculpation; Indemnity
|
68
|
|
|
|
Article XII GENERAL PROVISIONS
|
69
|
|
|
|
|
12.1
|
Survival of Representations, Warranties, and Covenants
|
69
|
12.2
|
Reasonable Efforts; Further Assurances
|
70
|
12.3
|
No Waiver Relating to Certain Claims
|
70
|
12.4
|
Amendment and Modification
|
70
|
12.5
|
Waiver of Compliance
|
70
|
12.6
|
Severability
|
70
|
12.7
|
Expenses and Obligations
|
71
|
12.8
|
Parties in Interest
|
71
|
12.9
|
Notices
|
71
|
12.10
|
Counterparts
|
72
|
12.11
|
Reserved
|
72
|
12.12
|
Entire Agreement
|
72
|
12.13
|
Public Announcements
|
72
|
12.14
|
Attorneys’ Fees
|
72
|
12.15
|
Binding Effect; Assignment
|
73
|
12.16
|
Governing Law
|
73
|
12.17
|
Resolution of Disputes
|
73
|
12.18
|
Specific Performance
|
73
|
12.19
|
Rules of Construction
|
74
|
Exhibit I-2
|
— Form of Acknowledgement, Release and Joinder for Management Carveout Participants
|
Attention:
|
Chief Executive Officer
|
Facsimile:
|
#
|
Email:
|
#
|
Attention:
|
Chief Legal Officer
|
Facsimile:
|
#
|
Email:
|
#
|
Email:
|
#
|
Facsimile:
|
#
|
Email:
|
#
|
Facsimile:
|
#
|
Email:
|
#
|
Facsimile:
|
#
|
Email:
|
#
|
A.
|
As of the date hereof, Employee serves as Executive Vice President, Chief Financial Officer and Treasurer, of Company pursuant to the Amended and Restated Employment Agreement dated as of March 1, 2015 (the “
Employment Agreement
”) between Employee and Company.
|
B.
|
Employee has expressed the intention to resign from his position as Executive Vice President, Chief Financial Officer and Treasurer of Company and from any position he holds with any subsidiaries or other affiliates of Company.
|
C.
|
In order to assist with the transition of Employee’s duties and responsibilities by reason of his resignation, Company and Employee have agreed that Employee will resign his position as Executive Vice President, Chief Financial Officer and Treasurer of Company and from any position he holds with any subsidiaries or other affiliates of Company effective as of January 7, 2019 (the “
Resignation Date
”), and continue as an employee of Company through February 28, 2019 (the “
Employment Separation Date
”) and thereafter provide certain consulting services, as requested and mutually agreed pursuant to the terms and conditions of this Agreement, through April 2, 2019 (the “
Termination Date
”).
|
D.
|
From and after the Termination Date, Company and Employee desire to have no further obligations to each other, except as specifically provided herein or in the Employment Agreement.
|
Grant Name
|
Grant Price
|
Granted
|
Vested
|
Unvested
|
Exercisable
|
Exercised / Released
|
Outstanding
|
Restricted Shares Scheduled to Vest on 04/01/2019
|
||
02/26/2016 RS CIC-D&D
|
|
$0.00
|
|
46,200
|
42,350
|
3,850
|
0
|
42,350
|
3,850
|
3,850
|
03/02/2017 RS CIC-D&D
|
|
$0.00
|
|
36,135
|
21,077
|
15,058
|
0
|
21,077
|
15,058
|
3,011
|
03/02/2018 RS CIC D&D
|
|
$0.00
|
|
22,585
|
5,646
|
16,939
|
0
|
5,646
|
16,939
|
1,882
|
03/02/2018 RS (Market Based) CIC-D&D
|
|
$0.00
|
|
45,172
|
5,646
|
39,526
|
0
|
5,646
|
39,526
|
2,823
|
Total
|
|
150,092
|
74,719
|
75,373
|
0
|
74,719
|
75,373
|
11,566
|
(i)
|
if Executive’s employment is terminated by reason of Executive’s death or Disability, six months of Executive’s Base Salary (determined as of the Date of Termination);
|
(ii)
|
if, other than during the Protected Period, Executive’s employment is terminated by Employer without Cause or by Executive with Good Reason, one multiplied by Executive’s Base Salary (determined as of the Date of Termination); or
|
(iii)
|
if, during the Protected Period, Executive’s employment is terminated by Employer without Cause or by Executive with Good Reason, two multiplied by Executive’s Base Salary (determined as of the Date of Termination).
|
(i)
|
If the Accounting Firm determines that the aggregate Agreement Payments to Executive should be reduced so that the Parachute Value of all Payments to Executive, in the aggregate, equals the applicable Safe Harbor Amount, Employer shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 9(d) shall be binding upon Employer and Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Date of Termination. For purposes of reducing the Agreement Payments to Executive so that the Parachute Value of all Payments to Executive, in the aggregate, equals the applicable Safe Harbor Amount, only Agreement Payments (and no other Payments) shall be reduced. The reduction contemplated by this Section 9(d), if applicable, shall be made by reducing payments and benefits (to the extent such amounts are considered Payments) under the following sections in the following order: (i) Section 9(a)(i); (ii) Section 9(a)(ii); and (iii) Section 9(a)(iii).
|
(ii)
|
As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by Employer to or for the benefit of Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “
Overpayment
”) or that additional amounts that will have not been paid or distributed by Employer to or for the benefit of Executive pursuant to this Agreement could have been so paid or distributed (each, an “
Underpayment
”), in each case consistent with the calculation of the applicable Safe Harbor Amount hereunder. In the event that the Accounting Firm, based on the assertion of a deficiency by the Internal Revenue Service against Employer or Executive which the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by Employer to or for the benefit of Executive shall be repaid by Executive to Employer, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code;
provided
,
however
, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which Executive is subject to tax under Sections 1 and 4999 of the Code or generate a refund of such taxes. If the Accounting Firm, based on controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by Employer to or for the benefit of Executive, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.
|
(iii)
|
In connection with making determinations under this Section 9(d), the Accounting Firm shall take into account the value of any reasonable compensation for services to be rendered by Executive before or after the applicable transaction giving rise to application of Section 4999 of the Code, including any noncompetition provisions that may apply to Executive (whether set forth in this Agreement or otherwise), and Employer shall cooperate in the valuation of any such services, including any noncompetition provisions.
|
(iv)
|
All fees and expenses of the Accounting Firm in implementing the provisions of this Section 9(d) shall be borne by Employer.
|
(v)
|
The following terms shall have the following meanings for purposes of this Section 9(d).
|
(1)
|
“
Accounting Firm
” shall mean a nationally recognized certified public accounting firm (which accounting firm shall in no event be the accounting firm for the entity seeking to effectuate such change of control) or other professional services organization that is a certified public accounting firm recognized as an expert in determinations and calculations for purposes of Section 280G of the Code that is selected by Employer (as it exists prior to a change of control) and reasonably acceptable to Executive for purposes of making the applicable determinations hereunder.
|
(2)
|
“
Agreement Payment
” shall mean a Payment paid or payable pursuant to this Agreement.
|
(3)
|
“
Net After-Tax Receipt
” shall mean the Present Value of a Payment net of all taxes imposed on Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state, local, and foreign laws, determined by applying the highest marginal rate under Section 1 of the Code and under state, local, and foreign laws that applied to Executive’s taxable income for the immediately preceding taxable year, or such other rate as such Executive shall certify, in Executive’s sole discretion, as likely to apply to Executive in the relevant tax year.
|
(4)
|
“
Parachute Value
” of a Payment shall mean the present value as of the date of the change in control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Accounting Firm for purposes of determining whether and to what extent the excise tax under Section 4999 of the Code will apply to such Payment.
|
(5)
|
A “
Payment
” shall mean any payment, benefit or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of Executive, whether paid or payable pursuant to this Agreement or otherwise.
|
(6)
|
“
Present Value
” of a Payment shall mean the economic present value of a Payment as of the date of the change in control for purposes of Section 280G of the Code, as determined by the Accounting Firm using the discount rate required by Section 280G(d)(4) of the Code.
|
(7)
|
“
Safe Harbor Amount
” means (x) 3.0 times Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Code, minus (y) $1.00.
|
(i)
|
solicit any business from, or attempt to sell any products or services, or to call upon or solicit any customer or client of Employer then-existing, or any Past customer of Employer, or any affiliate of Employer that Executive had direct or indirect contact while employed with Employer;
|
(ii)
|
assist, cooperate or encourage any third party to do any of the foregoing.
|
(i)
|
solicit any business from, or attempt to sell any products or services, or to call upon or solicit any licensee of Employer then-existing, or any Past licensee of Employer, or any affiliate of Employer that Executive had direct or indirect contact while employed with Employer;
|
(ii)
|
assist, cooperate or encourage any third party to do any of the foregoing.
|
(i)
|
Initiation
. Arbitration of Arbitrable Claims shall be in accordance with the Employment Rules and Mediation Procedures of the American Arbitration Association as amended (“
AAA Employment Rules
”), as augmented in this Agreement. Arbitration shall be initiated as provided by the AAA Employment Rules, although the written notice to the other party initiating arbitration shall also include a statement of the claim(s) asserted and the facts upon which the claim(s) are based. Either party may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award.
|
(ii)
|
Binding Arbitration
. Arbitration shall be final and binding upon the parties and shall be the exclusive forum for all Arbitrable Claims, except for any appeals or enforcement of an arbitration award. Should one party select arbitration pursuant to this Agreement, then no other party shall initiate or prosecute any lawsuit or administrative action on overlapping issues of law or fact, unless the rights or obligations of third parties not subject to being determined in such arbitration are affected or must be determined in order for there to be a complete determination of the controversy, in which event the arbitration may be stayed or dismissed pending determination of the parties’ rights in a different forum where appropriate third parties are joined.
|
(iii)
|
Venue
. All arbitration hearings under this Agreement shall be conducted in Dallas County, Texas.
|
(iv)
|
Arbitrator’s Decision Must Be In Writing
. The decision of the arbitrator shall be in writing and shall include a statement of the essential conclusions and findings upon which the decision is based.
|
•
|
Claims arising out of or by virtue of or in connection with Employee’s employment with Company or any of the Released Parties, the terms and conditions of that employment, or the termination of that employment. This release includes (but is not limited to) Claims for breach of contract and common law Claims for wrongful discharge; assault and battery; negligence; negligent hiring, retention and/or supervision; intentional or negligent invasion of privacy; defamation; intentional or negligent infliction of emotional distress; violations of public policy; or any other law grounded in tort, contract or common law. With the exception of any Claims covered by Paragraph 3(b) of this Agreement, this release further includes (but is not limited to) statutory Claims for failure to pay wages and/or overtime, unlawful harassment, and unlawful retaliation, Claims arising under federal, state or local laws, statutes or orders or regulations that relate to the employment relationships and/or prohibiting employment discrimination or any other federal, state or local law, including, but not limited to, Claims under the following statutes:
|
•
|
Title VII of the Civil Rights Act of 1964, as amended in 1991;
|
•
|
Section 1981 of the Civil Rights Act of 1866, as amended;
|
•
|
42 U.S.C. Sections 1981 - 1988;
|
•
|
The Age Discrimination in Employment Act;
|
•
|
The Employee Income Retirement Security Act;
|
•
|
The Fair Labor Standards Act;
|
•
|
The Americans With Disabilities Act;
|
•
|
The Family and Medical Leave Act;
|
•
|
The National Labor Relations Act;
|
•
|
The Fair Credit Reporting Act;
|
•
|
The Immigration Reform Control Act;
|
•
|
The Occupational Safety & Health Act;
|
•
|
The Equal Pay Act;
|
•
|
The Uniformed Services Employment and Reemployment Rights Act;
|
•
|
The Worker Adjustment and Retraining Notification Act;
|
•
|
The Employee Polygraph Protection Act;
|
•
|
The Texas Labor Code;
|
•
|
Any state or federal consumer protection and/or trade practices act; and
|
•
|
Any state or federal workers’ compensation or disability, to the maximum extent permitted by law.
|
I.
|
Confidential Information
.
|
Title
|
Date
|
Identifying Number or Brief Description
|
|
|
|
|
|
|
|
|
|
|
|
|
(i)
|
if Executive’s employment is terminated by reason of Executive’s death or Disability, six months of Executive’s Base Salary (determined as of the Date of Termination);
|
(ii)
|
if, other than during the Protected Period, Executive’s employment is terminated by Employer without Cause or by Executive with Good Reason, one multiplied by Executive’s Base Salary (determined as of the Date of Termination); or
|
(iii)
|
if, during the Protected Period, Executive’s employment is terminated by Employer without Cause or by Executive with Good Reason, two multiplied by Executive’s Base Salary (determined as of the Date of Termination).
|
(i)
|
If the Accounting Firm determines that the aggregate Agreement Payments to Executive should be reduced so that the Parachute Value of all Payments to Executive, in the aggregate, equals the applicable Safe Harbor Amount, Employer shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 9(d) shall be binding upon Employer and Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Date of Termination. For purposes of reducing the Agreement Payments to Executive so that the Parachute Value of all Payments to Executive, in the aggregate, equals the applicable Safe Harbor Amount, only Agreement Payments (and no other Payments) shall be reduced. The reduction contemplated by this Section 9(d), if applicable, shall be made by reducing payments and benefits (to the extent such amounts are considered Payments) under the following sections in the following order: (i) Section 9(a)(i); (ii) Section 9(a)(ii); and (iii) Section 9(a)(iii).
|
(ii)
|
As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by Employer to or for the benefit of Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “
Overpayment
”) or that additional amounts that will have not been paid or distributed by Employer to or for the benefit of Executive pursuant to this Agreement could have been so paid or distributed (each, an “
Underpayment
”), in each case consistent with the calculation of the applicable Safe Harbor Amount hereunder. In the event that the Accounting Firm, based on the assertion of a deficiency by the Internal Revenue Service against Employer or Executive which the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by Employer to or for the benefit of Executive shall be repaid by Executive to Employer, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code;
provided
,
however
, that no such repayment shall be required if and to the extent such deemed repayment would not either
|
(iii)
|
In connection with making determinations under this Section 9(d), the Accounting Firm shall take into account the value of any reasonable compensation for services to be rendered by Executive before or after the applicable transaction giving rise to application of Section 4999 of the Code, including any noncompetition provisions that may apply to Executive (whether set forth in this Agreement or otherwise), and Employer shall cooperate in the valuation of any such services, including any noncompetition provisions.
|
(iv)
|
All fees and expenses of the Accounting Firm in implementing the provisions of this Section 9(d) shall be borne by Employer.
|
(v)
|
The following terms shall have the following meanings for purposes of this Section 9(d).
|
(1)
|
“
Accounting Firm
” shall mean a nationally recognized certified public accounting firm (which accounting firm shall in no event be the accounting firm for the entity seeking to effectuate such change of control) or other professional services organization that is a certified public accounting firm recognized as an expert in determinations and calculations for purposes of Section 280G of the Code that is selected by Employer (as it exists prior to a change of control) and reasonably acceptable to Executive for purposes of making the applicable determinations hereunder.
|
(2)
|
“
Agreement Payment
” shall mean a Payment paid or payable pursuant to this Agreement.
|
(3)
|
“
Net After-Tax Receipt
” shall mean the Present Value of a Payment net of all taxes imposed on Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state, local, and foreign laws, determined by applying the highest marginal rate under Section 1 of the Code and under state, local, and foreign laws that applied to Executive’s taxable income for the immediately preceding taxable year, or such other rate as such Executive shall certify, in Executive’s sole discretion, as likely to apply to Executive in the relevant tax year.
|
(4)
|
“
Parachute Value
” of a Payment shall mean the present value as of the date of the change in control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Accounting Firm for purposes of determining whether and to what extent the excise tax under Section 4999 of the Code will apply to such Payment.
|
(5)
|
A “
Payment
” shall mean any payment, benefit or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of Executive, whether paid or payable pursuant to this Agreement or otherwise.
|
(6)
|
“
Present Value
” of a Payment shall mean the economic present value of a Payment as of the date of the change in control for purposes of Section 280G of the Code,
|
(7)
|
“
Safe Harbor Amount
” means (x) 3.0 times Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Code, minus (y) $1.00.
|
(i)
|
solicit any business from, or attempt to sell any products or services, or to call upon or solicit any customer or client of Employer then-existing, or any Past customer of Employer, or any affiliate of Employer that Executive had direct or indirect contact while employed with Employer;
|
(ii)
|
assist, cooperate or encourage any third party to do any of the foregoing.
|
(i)
|
solicit any business from, or attempt to sell any products or services, or to call upon or solicit any licensee of Employer then-existing, or any Past licensee of Employer, or any affiliate of Employer that Executive had direct or indirect contact while employed with Employer;
|
(ii)
|
assist, cooperate or encourage any third party to do any of the foregoing.
|
(i)
|
Initiation
. Arbitration of Arbitrable Claims shall be in accordance with the Employment Rules and Mediation Procedures of the American Arbitration Association as amended (“
AAA Employment Rules
”), as augmented in this Agreement. Arbitration shall be initiated as provided by the AAA Employment Rules, although the written notice to the other party initiating arbitration shall also include a statement of the claim(s) asserted and the facts upon which the claim(s) are based. Either party may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award.
|
(ii)
|
Binding Arbitration
. Arbitration shall be final and binding upon the parties and shall be the exclusive forum for all Arbitrable Claims, except for any appeals or enforcement of an arbitration award. Should one party select arbitration pursuant to this Agreement, then no other party shall initiate or prosecute any lawsuit or administrative action on overlapping issues of law or fact, unless the rights or obligations of third parties not subject to being determined in such arbitration are affected or must be determined in order for there to be a complete determination of the controversy, in which event the arbitration may be stayed or
|
(iii)
|
Venue
. All arbitration hearings under this Agreement shall be conducted in Dallas County, Texas.
|
(iv)
|
Arbitrator’s Decision Must Be In Writing
. The decision of the arbitrator shall be in writing and shall include a statement of the essential conclusions and findings upon which the decision is based.
|
•
|
Claims arising out of or by virtue of or in connection with Employee’s employment with Company or any of the Released Parties, the terms and conditions of that employment, or the termination of that employment. This release includes (but is not limited to) Claims for breach of contract and common law Claims for wrongful discharge; assault and battery; negligence; negligent hiring, retention and/or supervision; intentional or negligent invasion of privacy; defamation; intentional or negligent infliction of emotional distress; violations of public policy; or any other law grounded in tort, contract or common law. With the exception of any Claims covered by Paragraph 3(b) of this Agreement, this release further
|
•
|
Title VII of the Civil Rights Act of 1964, as amended in 1991;
|
•
|
Section 1981 of the Civil Rights Act of 1866, as amended;
|
•
|
42 U.S.C. Sections 1981 - 1988;
|
•
|
The Age Discrimination in Employment Act;
|
•
|
The Employee Income Retirement Security Act;
|
•
|
The Fair Labor Standards Act;
|
•
|
The Americans With Disabilities Act;
|
•
|
The Family and Medical Leave Act;
|
•
|
The National Labor Relations Act;
|
•
|
The Fair Credit Reporting Act;
|
•
|
The Immigration Reform Control Act;
|
•
|
The Occupational Safety & Health Act;
|
•
|
The Equal Pay Act;
|
•
|
The Uniformed Services Employment and Reemployment Rights Act;
|
•
|
The Worker Adjustment and Retraining Notification Act;
|
•
|
The Employee Polygraph Protection Act;
|
•
|
The Texas Labor Code;
|
•
|
Any state or federal consumer protection and/or trade practices act; and
|
•
|
Any state or federal workers’ compensation or disability, to the maximum extent permitted by law.
|
I.
|
Confidential Information
.
|
Title
|
Date
|
Identifying Number or Brief Description
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary
|
Jurisdiction
|
Active Building, LLC
|
Washington
|
A.L. Wizard LLC
|
Delaware
|
AssetEye Inc.
|
Delaware
|
ClickPay Services, Inc.
|
Delaware
|
DepositIQ and RentersIQ Insurance Agency LLC
|
Delaware
|
eReal Estate Integration, Inc.
|
California
|
Kigo, Inc.
|
Delaware
|
Kigo Rental Systems, S.L.
|
Spain
|
LeaseStar LLC
|
Delaware
|
Level One LLC
|
Delaware
|
MTS Connecticut, Inc.
|
Delaware
|
MTS Minnesota, Inc.
|
Delaware
|
MTS New Jersey, Inc.
|
Delaware
|
Multifamily Internet Ventures, LLC
|
California
|
MyBuilding LLC
|
Delaware
|
NovelPay LLC
|
Delaware
|
On-Site Labs, Inc.
|
California
|
Open-C Solutions, Inc.
|
Delaware
|
PEX Software Limited
|
United Kingdom
|
PEX Software Australia Pty Ltd.
|
Australia
|
Propertyware LLC
|
California
|
PropertyPhotos.com LLC
|
Delaware
|
RealPage Canada Inc.
|
Yukon Territory, Canada
|
RealPage Equipment Services LLC
|
Delaware
|
RealPage India Holdings, Inc.
|
Delaware
|
RealPage India Private Limited
|
India
|
RealPage Middle East Holdings LLC
|
Delaware
|
RealPage ME DMCC
|
Dubai
|
RealPage Payment Processing Services, Inc.
|
Nevada
|
RealPage Payments Services LLC
|
Texas
|
RealPage Payments UK Ltd.
|
United Kingdom
|
RealPage Philippines Holdings LLC
|
Delaware
|
RealPage (Philippines) Inc.
|
Philippines
|
RealPage UK Ltd.
|
United Kingdom
|
RealPage UK Holdings Ltd.
|
United Kingdom
|
RealPage Utility Management Inc.
|
Delaware
|
RealPage Vendor Compliance LLC
|
Delaware
|
Rentlytics, Inc.
|
Delaware
|
RP ABC LLC
|
Delaware
|
RP Axiometrics LLC
|
Delaware
|
RP LeaseLabs LLC
|
Delaware
|
RP Newco V LLC
|
Delaware
|
RP Newco VIII LLC
|
Texas
|
RP Newco XIII LLC
|
Texas
|
RP Newco XV LLC
|
Texas
|
RP On-Site LLC
|
Delaware
|
RP Rainmaker Multifamily LLC
|
Delaware
|
Starfire Media, Inc.
|
Delaware
|
Windsor Compliance LLC
|
Texas
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended
December 31, 2018
of RealPage, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Stephen T. Winn
|
Stephen T. Winn
|
Chairman of the Board of Directors, Chief Executive Officer, President and Director
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended
December 31, 2018
of RealPage, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Thomas C. Ernst, Jr.
|
Thomas C. Ernst, Jr.
|
Executive Vice President, Chief Financial Officer and Treasurer
|
/s/ Stephen T. Winn
|
Stephen T. Winn
|
Chairman of the Board of Directors, Chief Executive Officer, President and Director
|
/s/ Thomas C. Ernst, Jr.
|
Thomas C. Ernst, Jr.
|
Executive Vice President, Chief Financial Officer and Treasurer
|