|
|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
|
75-2788861
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
2201 Lakeside Boulevard
Richardson, Texas
|
|
75082-4305
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
|
ý
|
|
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
|
|
|
Smaller reporting company
|
¨
|
|
|
|
|
Emerging growth company
|
¨
|
Class
|
|
April 24, 2019
|
Common Stock, $0.001 par value
|
|
94,593,387
|
|
|
|
|
|
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
252,657
|
|
|
$
|
228,159
|
|
Restricted cash
|
103,768
|
|
|
154,599
|
|
||
Accounts receivable, less allowances of $7,943 and $8,850 at March 31, 2019 and December 31, 2018, respectively
|
125,068
|
|
|
123,596
|
|
||
Prepaid expenses
|
19,702
|
|
|
19,214
|
|
||
Other current assets
|
11,383
|
|
|
15,185
|
|
||
Total current assets
|
512,578
|
|
|
540,753
|
|
||
Property, equipment, and software, net
|
153,956
|
|
|
153,528
|
|
||
Right-of-use assets
|
91,023
|
|
|
—
|
|
||
Goodwill
|
1,052,725
|
|
|
1,053,119
|
|
||
Intangible assets, net
|
271,642
|
|
|
287,378
|
|
||
Deferred tax assets, net
|
40,295
|
|
|
42,602
|
|
||
Other assets
|
22,197
|
|
|
20,393
|
|
||
Total assets
|
$
|
2,144,416
|
|
|
$
|
2,097,773
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
29,756
|
|
|
$
|
25,312
|
|
Accrued expenses and other current liabilities
|
85,956
|
|
|
95,482
|
|
||
Current portion of deferred revenue
|
121,536
|
|
|
120,704
|
|
||
Current portion of term loans
|
16,133
|
|
|
16,133
|
|
||
Convertible notes, net
|
295,862
|
|
|
—
|
|
||
Customer deposits held in restricted accounts
|
103,763
|
|
|
154,601
|
|
||
Total current liabilities
|
653,006
|
|
|
412,232
|
|
||
Deferred revenue
|
4,160
|
|
|
4,902
|
|
||
Term loans, net
|
283,659
|
|
|
287,582
|
|
||
Convertible notes, net
|
—
|
|
|
292,843
|
|
||
Lease liabilities, net of current portion
|
105,795
|
|
|
—
|
|
||
Other long-term liabilities
|
12,421
|
|
|
37,190
|
|
||
Total liabilities
|
1,059,041
|
|
|
1,034,749
|
|
||
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 March 31, 2019 and December 31, 2018, respectively
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value: 250,000,000 shares authorized, 95,998,176 and 95,991,162 shares issued and 94,733,242 and 93,650,127 shares outstanding at March 31, 2019 and December 31, 2018, respectively
|
96
|
|
|
96
|
|
||
Additional paid-in capital
|
1,167,950
|
|
|
1,187,683
|
|
||
Treasury stock, at cost: 1,264,934 and 2,341,035 shares at March 31, 2019 and December 31, 2018, respectively
|
(33,753
|
)
|
|
(65,470
|
)
|
||
Accumulated deficit
|
(47,546
|
)
|
|
(58,793
|
)
|
||
Accumulated other comprehensive loss
|
(1,372
|
)
|
|
(492
|
)
|
||
Total stockholders’ equity
|
1,085,375
|
|
|
1,063,024
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,144,416
|
|
|
$
|
2,097,773
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenue:
|
|
|
|
||||
On demand
|
$
|
226,519
|
|
|
$
|
193,300
|
|
Professional and other
|
7,787
|
|
|
8,001
|
|
||
Total revenue
|
234,306
|
|
|
201,301
|
|
||
Cost of revenue
|
90,194
|
|
|
72,837
|
|
||
Amortization of product technologies
|
9,514
|
|
|
8,295
|
|
||
Gross profit
|
134,598
|
|
|
120,169
|
|
||
Operating expenses:
|
|
|
|
||||
Product development
|
29,897
|
|
|
29,040
|
|
||
Sales and marketing
|
44,823
|
|
|
37,680
|
|
||
General and administrative
|
28,143
|
|
|
27,090
|
|
||
Amortization of intangible assets
|
9,836
|
|
|
8,089
|
|
||
Total operating expenses
|
112,699
|
|
|
101,899
|
|
||
Operating income
|
21,899
|
|
|
18,270
|
|
||
Interest expense and other, net
|
(5,980
|
)
|
|
(7,670
|
)
|
||
Income before income taxes
|
15,919
|
|
|
10,600
|
|
||
Income tax expense (benefit)
|
4,647
|
|
|
(301
|
)
|
||
Net income
|
$
|
11,272
|
|
|
$
|
10,901
|
|
|
|
|
|
||||
Net income per share attributable to common stockholders:
|
|
|
|
||||
Basic
|
$
|
0.12
|
|
|
$
|
0.13
|
|
Diluted
|
$
|
0.12
|
|
|
$
|
0.13
|
|
Weighted average common shares outstanding:
|
|
|
|
||||
Basic
|
91,490
|
|
|
81,166
|
|
||
Diluted
|
95,561
|
|
|
84,817
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net income
|
$
|
11,272
|
|
|
$
|
10,901
|
|
Other comprehensive (loss) income:
|
|
|
|
||||
Unrealized (loss) gain on derivative instruments, net of tax
|
(586
|
)
|
|
258
|
|
||
Reclassification adjustment for gains included in earnings on derivative instruments, net of tax
|
(220
|
)
|
|
(99
|
)
|
||
Foreign currency translation adjustment
|
(99
|
)
|
|
(127
|
)
|
||
Other comprehensive (loss) income, net of tax
|
(905
|
)
|
|
32
|
|
||
Comprehensive income
|
$
|
10,367
|
|
|
$
|
10,933
|
|
|
Three-Month Period Ended March 31, 2019
|
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Common Stock
|
|
Additional
Paid-in Capital
|
|
Accumulated Other Comprehensive Loss
|
|
Accumulated Deficit
|
|
Treasury Stock
|
|
Total
Stockholders’ Equity
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance as of January 1, 2019
|
95,991
|
|
|
$
|
96
|
|
|
$
|
1,187,683
|
|
|
$
|
(492
|
)
|
|
$
|
(58,793
|
)
|
|
2,341
|
|
|
$
|
(65,470
|
)
|
|
$
|
1,063,024
|
|
Cumulative effect of adoption of ASU 2017-12
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock option exercises
|
7
|
|
|
—
|
|
|
(837
|
)
|
|
—
|
|
|
—
|
|
|
(89
|
)
|
|
2,714
|
|
|
1,877
|
|
||||||
Issuance of restricted stock
|
—
|
|
|
—
|
|
|
(34,456
|
)
|
|
—
|
|
|
—
|
|
|
(1,130
|
)
|
|
34,456
|
|
|
—
|
|
||||||
Treasury stock purchased, at cost
|
—
|
|
|
—
|
|
|
437
|
|
|
—
|
|
|
—
|
|
|
143
|
|
|
(5,453
|
)
|
|
(5,016
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
15,123
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,123
|
|
||||||
Other comprehensive income - derivative instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
(806
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(806
|
)
|
||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
(99
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(99
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,272
|
|
|
—
|
|
|
—
|
|
|
11,272
|
|
||||||
Balance as of March 31, 2019
|
95,998
|
|
|
$
|
96
|
|
|
$
|
1,167,950
|
|
|
$
|
(1,372
|
)
|
|
$
|
(47,546
|
)
|
|
1,265
|
|
|
$
|
(33,753
|
)
|
|
$
|
1,085,375
|
|
|
Three-Month Period Ended March 31, 2018
|
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Common Stock
|
|
Additional
Paid-in Capital
|
|
Accumulated Other Comprehensive Income
|
|
Accumulated Deficit
|
|
Treasury Stock
|
|
Total
Stockholders’ Equity
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance as of January 1, 2018
|
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
|
|
||||||
Stock option exercises
|
7
|
|
|
—
|
|
|
5,038
|
|
|
—
|
|
|
—
|
|
|
(241
|
)
|
|
—
|
|
|
5,038
|
|
||||||
Issuance of restricted stock
|
—
|
|
|
—
|
|
|
(1,303
|
)
|
|
—
|
|
|
—
|
|
|
(1,336
|
)
|
|
1,303
|
|
|
—
|
|
||||||
Treasury stock purchased, at cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
257
|
|
|
(8,450
|
)
|
|
(8,450
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
10,410
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,410
|
|
||||||
Other comprehensive income - derivative instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
159
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
159
|
|
||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
(127
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(127
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,901
|
|
|
—
|
|
|
—
|
|
|
10,901
|
|
||||||
Balance as of March 31, 2018
|
87,160
|
|
|
$
|
87
|
|
|
$
|
651,996
|
|
|
$
|
275
|
|
|
$
|
(61,924
|
)
|
|
2,653
|
|
|
$
|
(68,407
|
)
|
|
$
|
522,027
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
11,272
|
|
|
$
|
10,901
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
27,824
|
|
|
23,260
|
|
||
Amortization of debt discount and issuance costs
|
3,234
|
|
|
3,012
|
|
||
Amortization of right-of-use assets
|
3,005
|
|
|
—
|
|
||
Deferred taxes
|
2,550
|
|
|
(1,154
|
)
|
||
Stock-based expense
|
14,913
|
|
|
10,318
|
|
||
Loss on disposal and impairment of other long-lived assets
|
286
|
|
|
942
|
|
||
Change in fair value of equity investment
|
(2,600
|
)
|
|
—
|
|
||
Acquisition-related consideration
|
405
|
|
|
402
|
|
||
Changes in assets and liabilities, net of assets acquired and liabilities assumed in business combinations:
|
|
|
|
||||
Accounts receivable
|
(983
|
)
|
|
15,648
|
|
||
Prepaid expenses and other current assets
|
3,197
|
|
|
(3,738
|
)
|
||
Other assets
|
185
|
|
|
(1,015
|
)
|
||
Accounts payable
|
4,001
|
|
|
6,943
|
|
||
Accrued compensation, taxes, and benefits
|
(10,603
|
)
|
|
(7,391
|
)
|
||
Deferred revenue
|
90
|
|
|
(3,031
|
)
|
||
Customer deposits
|
(50,252
|
)
|
|
16,277
|
|
||
Other current and long-term liabilities
|
(2,532
|
)
|
|
(603
|
)
|
||
Net cash provided by operating activities
|
3,992
|
|
|
70,771
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property, equipment, and software
|
(10,873
|
)
|
|
(12,660
|
)
|
||
Purchase of other investment
|
—
|
|
|
(1,800
|
)
|
||
Net cash used in investing activities
|
(10,873
|
)
|
|
(14,460
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Payments on term loans
|
(4,033
|
)
|
|
(2,016
|
)
|
||
Payments of deferred financing costs
|
—
|
|
|
(1,087
|
)
|
||
Payments on finance lease obligations
|
(769
|
)
|
|
(114
|
)
|
||
Payments of acquisition-related consideration
|
(11,412
|
)
|
|
(776
|
)
|
||
Proceeds from exercise of stock options
|
1,877
|
|
|
5,038
|
|
||
Purchase of treasury stock related to stock-based compensation
|
(5,016
|
)
|
|
(8,450
|
)
|
||
Net cash used in financing activities
|
(19,353
|
)
|
|
(7,405
|
)
|
||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(26,234
|
)
|
|
48,906
|
|
||
Effect of exchange rate on cash
|
(99
|
)
|
|
(127
|
)
|
||
Cash, cash equivalents and restricted cash:
|
|
|
|
||||
Beginning of period
|
382,758
|
|
|
165,345
|
|
||
End of period
|
$
|
356,425
|
|
|
$
|
214,124
|
|
|
|
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)
|
||||||||||||||||||
ClickPay Services, Inc.
|
|
April 2018
|
|
$
|
221,063
|
|
|
$
|
138,983
|
|
|
$
|
(4,550
|
)
|
|
$
|
52,700
|
|
|
$
|
172,913
|
|
Blu Trend, LLC
|
|
July 2018
|
|
$
|
8,500
|
|
|
$
|
8,500
|
|
|
$
|
343
|
|
|
$
|
4,270
|
|
|
$
|
3,887
|
|
LeaseLabs, Inc.
|
|
September 2018
|
|
$
|
112,892
|
|
|
$
|
84,498
|
|
|
$
|
1,188
|
|
|
$
|
27,200
|
|
|
$
|
84,504
|
|
Rentlytics, Inc.
|
|
October 2018
|
|
$
|
55,391
|
|
|
$
|
47,895
|
|
|
$
|
726
|
|
|
$
|
12,200
|
|
|
$
|
42,465
|
|
|
Deferred Cash and Stock Obligations
|
|
Contingent Consideration
|
|
Total
|
||||||
|
(in thousands)
|
||||||||||
Balance at January 1, 2018
|
$
|
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
|
|
|||
Cash payments
|
(11,729
|
)
|
|
—
|
|
|
(11,729
|
)
|
|||
Accretion expense
|
662
|
|
|
—
|
|
|
662
|
|
|||
Indemnification claims and other adjustments
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||
Balance at March 31, 2019
|
$
|
41,072
|
|
|
$
|
6,000
|
|
|
$
|
47,072
|
|
|
Three Months Ended
March 31, 2018 Pro Forma |
||
|
(unaudited)
|
||
|
(in thousands, except per share amounts)
|
||
Total revenue
|
$
|
216,151
|
|
Net income
|
$
|
7,888
|
|
Net income per share:
|
|
||
Basic
|
$
|
0.10
|
|
Diluted
|
$
|
0.09
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
On demand
|
|
|
|
||||
Property management
|
$
|
49,914
|
|
|
$
|
45,319
|
|
Resident services
|
96,804
|
|
|
77,177
|
|
||
Leasing and marketing
|
44,270
|
|
|
39,416
|
|
||
Asset optimization
|
35,531
|
|
|
31,388
|
|
||
Total on demand revenue
|
226,519
|
|
|
193,300
|
|
||
|
|
|
|
||||
Professional and other
|
7,787
|
|
|
8,001
|
|
||
Total revenue
|
$
|
234,306
|
|
|
$
|
201,301
|
|
|
Balance Sheet Location
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
|
|
(in thousands)
|
||||||
Capitalized commissions costs - current
|
Other current assets
|
|
$
|
7,761
|
|
|
$
|
6,679
|
|
Capitalized commissions costs - noncurrent
|
Other assets
|
|
8,216
|
|
|
7,757
|
|
||
Total capitalized commissions costs
|
|
|
$
|
15,977
|
|
|
$
|
14,436
|
|
•
|
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.
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(in thousands)
|
||||||
Leasehold improvements
|
$
|
64,135
|
|
|
$
|
63,391
|
|
Data processing and communications equipment
|
71,197
|
|
|
68,015
|
|
||
Furniture, fixtures, and other equipment
|
34,057
|
|
|
33,840
|
|
||
Software
|
137,907
|
|
|
131,437
|
|
||
Property, equipment, and software, gross
|
307,296
|
|
|
296,683
|
|
||
Less: Accumulated depreciation and amortization
|
(153,340
|
)
|
|
(143,155
|
)
|
||
Property, equipment, and software, net
|
$
|
153,956
|
|
|
$
|
153,528
|
|
Operating lease cost
|
$
|
3,486
|
|
|
|
||
Finance lease cost:
|
|
||
Depreciation of finance lease asset
|
$
|
992
|
|
Interest on lease liabilities
|
1,045
|
|
|
Total finance lease cost
|
$
|
2,037
|
|
|
Operating leases
|
|
Finance leases
|
|
Total leases
|
||||||
|
(in thousands, except lease term and discount rate)
|
||||||||||
Right-of-use assets
|
$
|
33,806
|
|
|
$
|
57,217
|
|
|
$
|
91,023
|
|
|
|
|
|
|
|
||||||
Lease liabilities, current
(1)
|
$
|
10,492
|
|
|
$
|
3,115
|
|
|
$
|
13,607
|
|
Lease liabilities, net of current portion
|
29,283
|
|
|
76,512
|
|
|
105,795
|
|
|||
Total lease liabilities
|
$
|
39,775
|
|
|
$
|
79,627
|
|
|
$
|
119,402
|
|
|
|
|
|
|
|
||||||
Weighted average remaining term (in years)
|
5.4
|
|
|
14.4
|
|
|
|
||||
Weighted average discount rate
|
5.2
|
%
|
|
5.4
|
%
|
|
|
(1)
|
Included in the line “Accrued expenses and other current liabilities” in the accompanying Condensed Consolidated Balance Sheets.
|
Cash payments for lease liabilities within operating activities:
|
|
||
Operating leases
|
$
|
3,658
|
|
Finance leases
|
$
|
1,045
|
|
|
Operating leases
|
|
Finance leases
|
|
Total leases
|
||||||
2019
|
$
|
12,240
|
|
|
$
|
7,325
|
|
|
$
|
19,565
|
|
2020
|
7,905
|
|
|
7,425
|
|
|
15,330
|
|
|||
2021
|
6,873
|
|
|
7,530
|
|
|
14,403
|
|
|||
2022
|
5,668
|
|
|
7,635
|
|
|
13,303
|
|
|||
2023
|
5,126
|
|
|
7,740
|
|
|
12,866
|
|
|||
Thereafter
|
8,009
|
|
|
78,087
|
|
|
86,096
|
|
|||
Total undiscounted lease payments
|
45,821
|
|
|
115,742
|
|
|
161,563
|
|
|||
Present value adjustment
|
(6,046
|
)
|
|
(36,115
|
)
|
|
(42,161
|
)
|
|||
Present value of lease payments
|
$
|
39,775
|
|
|
$
|
79,627
|
|
|
$
|
119,402
|
|
Balance as of January 1, 2019
|
$
|
1,053,119
|
|
Measurement period adjustments
|
(394
|
)
|
|
Balance as of March 31, 2019
|
$
|
1,052,725
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
|
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Developed technologies
|
|
$
|
207,638
|
|
|
$
|
(106,675
|
)
|
|
$
|
100,963
|
|
|
$
|
207,310
|
|
|
$
|
(100,445
|
)
|
|
$
|
106,865
|
|
Client relationships
|
|
264,228
|
|
|
(115,052
|
)
|
|
149,176
|
|
|
264,228
|
|
|
(107,155
|
)
|
|
157,073
|
|
||||||
Vendor relationships
|
|
5,650
|
|
|
(5,650
|
)
|
|
—
|
|
|
5,650
|
|
|
(5,650
|
)
|
|
—
|
|
||||||
Trade names
|
|
22,956
|
|
|
(12,423
|
)
|
|
10,533
|
|
|
22,956
|
|
|
(10,682
|
)
|
|
12,274
|
|
||||||
Non-compete agreements
|
|
4,173
|
|
|
(1,593
|
)
|
|
2,580
|
|
|
4,173
|
|
|
(1,395
|
)
|
|
2,778
|
|
||||||
Total finite-lived intangible assets
|
|
504,645
|
|
|
(241,393
|
)
|
|
263,252
|
|
|
504,317
|
|
|
(225,327
|
)
|
|
278,990
|
|
||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade names
|
|
8,390
|
|
|
—
|
|
|
8,390
|
|
|
8,388
|
|
|
—
|
|
|
8,388
|
|
||||||
Total intangible assets
|
|
$
|
513,035
|
|
|
$
|
(241,393
|
)
|
|
$
|
271,642
|
|
|
$
|
512,705
|
|
|
$
|
(225,327
|
)
|
|
$
|
287,378
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
Term Loan
|
|
Delayed Draw Term Loan
|
|
Term Loan
|
|
Delayed Draw Term Loan
|
||||||||
|
(in thousands)
|
||||||||||||||
Principal outstanding
|
$
|
113,457
|
|
|
$
|
187,500
|
|
|
$
|
114,990
|
|
|
$
|
190,000
|
|
Unamortized issuance costs
|
(157
|
)
|
|
(553
|
)
|
|
(171
|
)
|
|
(606
|
)
|
||||
Unamortized discount
|
(125
|
)
|
|
(330
|
)
|
|
(137
|
)
|
|
(361
|
)
|
||||
Carrying value
|
$
|
113,175
|
|
|
$
|
186,617
|
|
|
$
|
114,682
|
|
|
$
|
189,033
|
|
|
Term Loans
|
||
2019
|
$
|
12,100
|
|
2020
|
28,232
|
|
|
2021
|
32,266
|
|
|
2022
|
228,359
|
|
|
|
$
|
300,957
|
|
•
|
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.
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(in thousands)
|
||||||
Liability component:
|
|
|
|
||||
Principal amount
|
$
|
345,000
|
|
|
$
|
345,000
|
|
Unamortized discount
|
(43,559
|
)
|
|
(46,235
|
)
|
||
Unamortized debt issuance costs
|
(5,579
|
)
|
|
(5,922
|
)
|
||
|
$
|
295,862
|
|
|
$
|
292,843
|
|
|
|
|
|
||||
Equity component, net of issuance costs and deferred tax:
|
$
|
61,390
|
|
|
$
|
61,390
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Contractual interest expense
|
$
|
1,294
|
|
|
$
|
1,294
|
|
Amortization of debt discount
|
2,676
|
|
|
2,524
|
|
||
Amortization of debt issuance costs
|
343
|
|
|
323
|
|
||
|
$
|
4,313
|
|
|
$
|
4,141
|
|
Three Months Ended March 31, 2019
|
|
Vesting
|
|
637,887
|
|
|
Shares vest ratably over a period of twelve quarters beginning on the first day of the second calendar quarter immediately following the grant date.
|
22,675
|
|
|
Shares fully vested on the first day of the calendar quarter immediately following the grant date.
|
1,380
|
|
|
Shares vest ratably over a period of four quarters beginning on the first day of the calendar quarter immediately following the grant date.
|
Three Months Ended March 31, 2019
|
|
Condition to Become Eligible to Vest
|
|
11,300
|
|
|
After the grant date and prior to July 1, 2022, the average closing price per share of our common stock equals or exceeds $60.84 for twenty consecutive trading days.
|
105,733
|
|
|
After the grant date and prior to July 1, 2022, the average closing price per share of our common stock equals or exceeds $60.89 for twenty consecutive trading days.
|
11,300
|
|
|
After the grant date and prior to July 1, 2022, the average closing price per share of our common stock equals or exceeds $66.92 for twenty consecutive trading days.
|
105,733
|
|
|
After the grant date and prior to July 1, 2022, the average closing price per share of our common stock equals or exceeds $66.98 for twenty consecutive trading days.
|
11,300
|
|
|
After the grant date and prior to July 1, 2022, the average closing price per share of our common stock equals or exceeds $73.01 for twenty consecutive trading days.
|
105,733
|
|
|
After the grant date and prior to July 1, 2022, the average closing price per share of our common stock equals or exceeds $73.07 for twenty consecutive trading days.
|
11,300
|
|
|
After the grant date and prior to July 1, 2022, the average closing price per share of our common stock equals or exceeds $85.17 for twenty consecutive trading days.
|
105,733
|
|
|
After the grant date and prior to July 1, 2022, the average closing price per share of our common stock equals or exceeds $85.24 for twenty consecutive trading days.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands, except per share amounts)
|
||||||
Numerator:
|
|
|
|
||||
Net income
|
$
|
11,272
|
|
|
$
|
10,901
|
|
Denominator:
|
|
|
|
||||
Basic:
|
|
|
|
||||
Weighted average common shares used in computing basic net income per share
|
91,490
|
|
|
81,166
|
|
||
Diluted:
|
|
|
|
||||
Add weighted average effect of dilutive securities:
|
|
|
|
||||
Stock options and restricted stock
|
1,509
|
|
|
2,332
|
|
||
Convertible Notes
|
2,207
|
|
|
1,319
|
|
||
Contingently issuable shares in connection with our acquisitions
|
355
|
|
|
—
|
|
||
Weighted average common shares used in computing diluted net income per share
|
95,561
|
|
|
84,817
|
|
||
Net income per share:
|
|
|
|
||||
Basic
|
$
|
0.12
|
|
|
$
|
0.13
|
|
Diluted
|
$
|
0.12
|
|
|
$
|
0.13
|
|
|
Fair value at March 31, 2019
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
(in thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
$
|
590
|
|
|
$
|
—
|
|
|
$
|
590
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
$
|
1,129
|
|
|
$
|
—
|
|
|
$
|
1,129
|
|
|
$
|
—
|
|
Contingent consideration related to the acquisition of:
|
|
|
|
|
|
|
|
||||||||
LeaseLabs
|
6,000
|
|
|
—
|
|
|
—
|
|
|
6,000
|
|
||||
Total liabilities measured at fair value
|
$
|
7,129
|
|
|
$
|
—
|
|
|
$
|
1,129
|
|
|
$
|
6,000
|
|
|
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
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Balance at beginning of period
|
$
|
6,000
|
|
|
$
|
414
|
|
Settlements through cash payments
|
—
|
|
|
(247
|
)
|
||
Net gain on change in fair value
|
—
|
|
|
(63
|
)
|
||
Balance at end of period
|
$
|
6,000
|
|
|
$
|
104
|
|
|
Balance Sheet Location
|
|
Notional
|
|
Fair Value
|
||||
|
|
|
(in thousands)
|
||||||
Derivatives designated as cash flow hedging instruments:
|
|
|
|
|
|
||||
Swap agreements as of March 31, 2019
|
Other assets
|
|
$
|
75,000
|
|
|
$
|
590
|
|
Swap agreements as of March 31, 2019
|
Other long-term liabilities
|
|
$
|
100,000
|
|
|
$
|
1,129
|
|
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
|
|
Derivatives Designated as Cash Flow Hedges
|
|
Gain (Loss) Recognized in OCI
|
|
Location of Gain (Loss) Recognized in Income
|
|
Gain (Loss) Recognized in Income
|
||||
Three months ended March 31, 2019:
|
|
|
|
|
||||||
Swap agreements, net of tax
|
|
$
|
(586
|
)
|
|
Interest expense and other
|
|
$
|
220
|
|
Three months ended March 31, 2018:
|
|
|
|
|
||||||
Swap agreements, net of tax
|
|
$
|
258
|
|
|
Interest expense and other
|
|
$
|
99
|
|
•
|
conventional single family properties;
|
•
|
conventional multifamily properties;
|
•
|
affordable Housing and Urban Development ("HUD") properties;
|
•
|
affordable tax credit properties;
|
•
|
rural housing properties;
|
•
|
privatized military housing;
|
•
|
commercial properties;
|
•
|
student housing;
|
•
|
senior living;
|
•
|
homeowner association properties;
|
•
|
short-term rentals; and
|
•
|
vacation rentals.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands, except dollar per unit data and percentages)
|
||||||
Revenue:
|
|
|
|
||||
Total revenue
|
$
|
234,306
|
|
|
$
|
201,301
|
|
On demand revenue
|
$
|
226,519
|
|
|
$
|
193,300
|
|
On demand revenue as a percentage of total revenue
|
96.7
|
%
|
|
96.0
|
%
|
||
|
|
|
|
||||
Non-GAAP total revenue
|
$
|
234,530
|
|
|
$
|
201,614
|
|
Non-GAAP on demand revenue
|
$
|
226,743
|
|
|
$
|
193,613
|
|
Adjusted EBITDA
|
$
|
65,176
|
|
|
$
|
54,161
|
|
|
|
|
|
||||
Ending on demand units
|
16,401
|
|
|
13,173
|
|
||
Average on demand units
|
16,310
|
|
|
13,088
|
|
||
On demand annual client value
|
$
|
912,060
|
|
|
$
|
779,446
|
|
Annualized on demand revenue per ending on demand unit
|
$
|
55.61
|
|
|
$
|
59.17
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Total revenue
|
$
|
234,306
|
|
|
$
|
201,301
|
|
Acquisition-related and other deferred revenue adjustments
|
224
|
|
|
313
|
|
||
Non-GAAP total revenue
|
$
|
234,530
|
|
|
$
|
201,614
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
On demand revenue
|
$
|
226,519
|
|
|
$
|
193,300
|
|
Acquisition-related and other deferred revenue adjustments
|
224
|
|
|
313
|
|
||
Non-GAAP on demand revenue
|
$
|
226,743
|
|
|
$
|
193,613
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Net income
|
$
|
11,272
|
|
|
$
|
10,901
|
|
Acquisition-related and other deferred revenue adjustments
|
224
|
|
|
313
|
|
||
Depreciation, asset impairment, and loss on disposal of assets
|
8,760
|
|
|
7,818
|
|
||
Amortization of product technologies and intangible assets
|
19,350
|
|
|
16,384
|
|
||
Change in fair value of equity investment
|
(2,600
|
)
|
|
—
|
|
||
Acquisition-related expense
|
29
|
|
|
1,007
|
|
||
Interest expense, net
|
8,581
|
|
|
7,721
|
|
||
Income tax expense (benefit)
|
4,647
|
|
|
(301
|
)
|
||
Stock-based expense
|
14,913
|
|
|
10,318
|
|
||
Adjusted EBITDA
|
$
|
65,176
|
|
|
$
|
54,161
|
|
•
|
Revenue recognition;
|
•
|
Deferred commissions;
|
•
|
Stock-based expense;
|
•
|
Income taxes, including deferred tax assets and liabilities;
|
•
|
Business combinations;
|
•
|
Goodwill and indefinite-lived intangible assets; and
|
•
|
Internally developed software
|
|
Three Months Ended March 31,
|
||||||||||||
|
2019
|
|
2019
|
|
2018
|
|
2018
|
||||||
|
(in thousands, except per share and ratio amounts)
|
||||||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||
On demand
|
$
|
226,519
|
|
|
96.7
|
%
|
|
$
|
193,300
|
|
|
96.0
|
%
|
Professional and other
|
7,787
|
|
|
3.3
|
|
|
8,001
|
|
|
4.0
|
|
||
Total revenue
|
234,306
|
|
|
100.0
|
|
|
201,301
|
|
|
100.0
|
|
||
Cost of revenue
(1)
|
90,194
|
|
|
38.5
|
|
|
72,837
|
|
|
36.2
|
|
||
Amortization of product technologies
|
9,514
|
|
|
4.1
|
|
|
8,295
|
|
|
4.1
|
|
||
Gross profit
|
134,598
|
|
|
57.4
|
|
|
120,169
|
|
|
59.7
|
|
||
Operating expenses:
|
|
|
|
|
|
|
|
||||||
Product development
(1)
|
29,897
|
|
|
12.8
|
|
|
29,040
|
|
|
14.4
|
|
||
Sales and marketing
(1)
|
44,823
|
|
|
19.1
|
|
|
37,680
|
|
|
18.7
|
|
||
General and administrative
(1)
|
28,143
|
|
|
12.0
|
|
|
27,090
|
|
|
13.5
|
|
||
Amortization of intangible assets
|
9,836
|
|
|
4.2
|
|
|
8,089
|
|
|
4.0
|
|
||
Total operating expenses
|
112,699
|
|
|
48.1
|
|
|
101,899
|
|
|
50.6
|
|
||
Operating income
|
21,899
|
|
|
9.3
|
|
|
18,270
|
|
|
9.1
|
|
||
Interest expense and other, net
|
(5,980
|
)
|
|
(2.5
|
)
|
|
(7,670
|
)
|
|
(3.8
|
)
|
||
Income before income taxes
|
15,919
|
|
|
6.8
|
|
|
10,600
|
|
|
5.3
|
|
||
Income tax expense (benefit)
|
4,647
|
|
|
2.0
|
|
|
(301
|
)
|
|
(0.1
|
)
|
||
Net income
|
$
|
11,272
|
|
|
4.8
|
%
|
|
$
|
10,901
|
|
|
5.4
|
%
|
|
|
|
|
|
|
|
|
||||||
Net income per share attributable to common stockholders:
|
|
|
|
|
|
|
|
||||||
Basic
|
$
|
0.12
|
|
|
|
|
$
|
0.13
|
|
|
|
||
Diluted
|
$
|
0.12
|
|
|
|
|
$
|
0.13
|
|
|
|
||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||
Basic
|
91,490
|
|
|
|
|
81,166
|
|
|
|
||||
Diluted
|
95,561
|
|
|
|
|
84,817
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||
(1)
Includes stock-based expense as follows:
|
|
|
|
|
|
|
|
||||||
Cost of revenue
|
$
|
1,331
|
|
|
|
|
$
|
835
|
|
|
|
||
Product development
|
2,480
|
|
|
|
|
2,163
|
|
|
|
||||
Sales and marketing
|
5,350
|
|
|
|
|
3,541
|
|
|
|
||||
General and administrative
|
5,752
|
|
|
|
|
3,779
|
|
|
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
|
(in thousands, except per unit data and percentages)
|
|||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
On demand
|
$
|
226,519
|
|
|
$
|
193,300
|
|
|
$
|
33,219
|
|
|
17.2
|
%
|
Professional and other
|
7,787
|
|
|
8,001
|
|
|
(214
|
)
|
|
(2.7
|
)
|
|||
Total revenue
|
$
|
234,306
|
|
|
$
|
201,301
|
|
|
$
|
33,005
|
|
|
16.4
|
|
|
|
|
|
|
|
|
|
|||||||
Non-GAAP on demand revenue
|
$
|
226,743
|
|
|
$
|
193,613
|
|
|
$
|
33,130
|
|
|
17.1
|
|
|
|
|
|
|
|
|
|
|||||||
Ending on demand units
|
16,401
|
|
|
13,173
|
|
|
3,228
|
|
|
24.5
|
|
|||
Average on demand units
|
16,310
|
|
|
13,088
|
|
|
3,222
|
|
|
24.6
|
|
|||
On demand annual client value
|
$
|
912,060
|
|
|
$
|
779,446
|
|
|
$
|
132,614
|
|
|
17.0
|
|
Annualized on demand revenue per ending on demand unit
|
$
|
55.61
|
|
|
$
|
59.17
|
|
|
$
|
(3.56
|
)
|
|
(6.0
|
)%
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
|
(in thousands, except percentages)
|
|||||||||||||
Cost of revenue
|
$
|
85,192
|
|
|
$
|
69,068
|
|
|
$
|
16,124
|
|
|
23.3
|
%
|
Stock-based expense
|
1,331
|
|
|
835
|
|
|
496
|
|
|
59.4
|
|
|||
Depreciation
|
3,671
|
|
|
2,934
|
|
|
737
|
|
|
25.1
|
|
|||
Total cost of revenue
|
$
|
90,194
|
|
|
$
|
72,837
|
|
|
$
|
17,357
|
|
|
23.8
|
%
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
|
(in thousands, except percentages)
|
|||||||||||||
Amortization of product technologies
|
$
|
9,514
|
|
|
$
|
8,295
|
|
|
$
|
1,219
|
|
|
14.7
|
%
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
|
(in thousands, except percentages)
|
|||||||||||||
Product development
|
$
|
25,766
|
|
|
$
|
25,539
|
|
|
$
|
227
|
|
|
0.9
|
%
|
Stock-based expense
|
2,480
|
|
|
2,163
|
|
|
317
|
|
|
14.7
|
|
|||
Depreciation
|
1,651
|
|
|
1,338
|
|
|
313
|
|
|
23.4
|
|
|||
Total product development expense
|
$
|
29,897
|
|
|
$
|
29,040
|
|
|
$
|
857
|
|
|
3.0
|
%
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
|
(in thousands, except percentages)
|
|||||||||||||
Sales and marketing
|
$
|
37,967
|
|
|
$
|
32,911
|
|
|
$
|
5,056
|
|
|
15.4
|
%
|
Stock-based expense
|
5,350
|
|
|
3,541
|
|
|
1,809
|
|
|
51.1
|
|
|||
Depreciation
|
1,506
|
|
|
1,228
|
|
|
278
|
|
|
22.6
|
|
|||
Total sales and marketing expense
|
$
|
44,823
|
|
|
$
|
37,680
|
|
|
$
|
7,143
|
|
|
19.0
|
%
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
|
(in thousands, except percentages)
|
|||||||||||||
General and administrative
|
$
|
20,745
|
|
|
$
|
21,935
|
|
|
$
|
(1,190
|
)
|
|
(5.4
|
)%
|
Stock-based expense
|
5,752
|
|
|
3,779
|
|
|
1,973
|
|
|
52.2
|
|
|||
Depreciation
|
1,646
|
|
|
1,376
|
|
|
270
|
|
|
19.6
|
|
|||
Total general and administrative expense
|
$
|
28,143
|
|
|
$
|
27,090
|
|
|
$
|
1,053
|
|
|
3.9
|
%
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
|
(in thousands, except percentages)
|
|||||||||||||
Amortization of intangible assets
|
$
|
9,836
|
|
|
$
|
8,089
|
|
|
$
|
1,747
|
|
|
21.6
|
%
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
|
(in thousands, except percentages)
|
|||||||||||||
Interest expense
|
$
|
(9,201
|
)
|
|
$
|
(7,756
|
)
|
|
$
|
(1,445
|
)
|
|
18.6
|
%
|
Interest income
|
620
|
|
|
35
|
|
|
585
|
|
|
1,671.4
|
|
|||
Change in fair value of equity investment
|
2,600
|
|
|
—
|
|
|
2,600
|
|
|
100.0
|
|
|||
Other income
|
1
|
|
|
51
|
|
|
(50
|
)
|
|
(98.0
|
)
|
|||
Total interest expense and other, net
|
$
|
(5,980
|
)
|
|
$
|
(7,670
|
)
|
|
$
|
1,690
|
|
|
(22.0
|
)%
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Net cash provided by operating activities
|
$
|
3,992
|
|
|
$
|
70,771
|
|
Net cash used in investing activities
|
$
|
(10,873
|
)
|
|
$
|
(14,460
|
)
|
Net cash used in financing activities
|
$
|
(19,353
|
)
|
|
$
|
(7,405
|
)
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less Than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More Than
5 years
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Convertible Notes
(1)
|
$
|
363,759
|
|
|
$
|
3,881
|
|
|
$
|
10,350
|
|
|
$
|
349,528
|
|
|
$
|
—
|
|
Term Loans
(2)
|
331,881
|
|
|
20,633
|
|
|
81,444
|
|
|
229,804
|
|
|
—
|
|
|||||
Operating and finance lease obligations
|
161,563
|
|
|
19,565
|
|
|
29,733
|
|
|
26,169
|
|
|
86,096
|
|
|||||
Acquisition-related liabilities
(3)
|
38,409
|
|
|
23,681
|
|
|
14,728
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
895,612
|
|
|
$
|
67,760
|
|
|
$
|
136,255
|
|
|
$
|
605,501
|
|
|
$
|
86,096
|
|
(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 Condensed 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 Condensed 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 and contingent consideration obligations. These amounts exclude deferred stock obligations and potential reductions related to the sellers’ indemnification obligations.
|
Exhibit
|
|
|
|
Incorporated by Reference
|
|
Included
|
||||
Number
|
|
Exhibit Description
|
|
Form
|
|
Date
|
|
Number
|
|
Herewith
|
|
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
|
|
|
|
|
Consulting Agreement between the Registrant and W. Bryan Hill, dated January 7, 2019+
|
|
10-K
|
|
2/27/2019
|
|
10.25
|
|
|
|
|
Employment Agreement between Registrant and Thomas C. Ernst, Jr., dated January 7, 2019+
|
|
10-K
|
|
2/27/2019
|
|
10.33
|
|
|
|
|
Employment Agreement between Registrant and Kandis Thompson, dated January 7, 2019+
|
|
10-K
|
|
2/27/2019
|
|
10.36
|
|
|
|
|
Second Amendment to 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 February 26, 2019 and effective as of January 1, 2019
|
|
|
|
|
|
|
|
X
|
|
|
Fifth Amendment to the RealPage, Inc. 2010 Equity Incentive Plan, as amended and restated, dated February 21, 2019+
|
|
|
|
|
|
|
|
X
|
|
|
Form of 2019 Management Incentive Plan+
|
|
|
|
|
|
|
|
X
|
|
|
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 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) and 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
|
By:
|
|
/s/ Thomas C. Ernst, Jr.
|
|
|
Thomas C. Ernst, Jr.
|
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
Objective
2
|
Weight
|
Target
|
||
Min
|
Mid
|
Max
|
||
Corporate Revenue
3
|
|
|
|
|
Corporate EBITDA
3
|
|
|
|
|
Individual Performance
4
|
|
|
|
|
Total
|
100%
|
|
|
|
i.
|
be a regular, full-time employee on or before October 1, 2019;
|
ii.
|
be a regular, full-time employee on the date of each Bonus payment;
|
iii.
|
be a grade 13 or above;
|
iv.
|
not be on another incentive plan;
|
v.
|
achieve an individual performance rating of 2.5 or above for the plan year, regardless of ranking; and
|
vi.
|
sign and return this letter and attached Goal Alignment Plan to Human Resources.
|
(1)
|
Base Salary
: Salary you have earned during the portion of the plan year you are eligible for the MIP.
|
(2)
|
Objectives:
Each objective has a Target, a Minimum, and a Maximum. Achieving Target pays out at 100% of the assigned objective. At or below the Minimum has a 0% achievement and at or above the Maximum has a 200% achievement. Achievement above Minimum and below Target or above Target and Below Maximum is calculated on a linear basis from achievement.
|
(3)
|
Corporate Revenue
and
EBITDA
(
Earnings Before Interest, Taxes, Depreciation and Amortization
)
targets are not listed until year end results are released to the public market. To assess how the Company is doing, the Company will disclose a general range of financials to each plan type after quarterly earnings are released. All of these targets (including minimums and maximums) and awards may be adjusted by the compensation committee based on (i) risk assessment inherent in the target and (ii) special circumstances that were not anticipated when the targets were established.
|
(4)
|
Individual Performance
is based on: Achievement of strategic goals and initiatives identified in your assigned Goal Alignment Plan(s) “GAP,” individual performance rating and/or rankings, and other contributions you make during the plan year.
|
(1)
|
Bonus based on corporate revenue achievement = $100,000 * .2 * .15 * 1.00 = $ 3,000
|
(2)
|
Bonus based on corporate EBITDA achievement = $100,000 * .2 * .10 * 1.00 = $ 2,000
|
(3)
|
Bonus based on Product Revenue achievement = $100,000 * .2 * .35 * 1.00 = $ 7,000
|
(4)
|
Bonus based on Product Profit achievement = $100,000 * .2 * .15 * 1.00 = $ 3,000
|
(5)
|
Bonus based on Individual Performance = $100,000 * .2 * .25 * .80 =
$ 4,000
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the period ending
March 31, 2019
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; and
|
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 Quarterly Report on Form 10-Q for the period ending
March 31, 2019
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; and
|
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
|