Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 17, 2017 | Jun. 30, 2016 | |
Document Document And Entity Information [Abstract] | |||
Entity Registrant Name | REALPAGE INC | ||
Entity Central Index Key | 1,286,225 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | RP | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 80,960,039 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 1,209,704,772 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 104,886 | $ 30,911 |
Restricted cash | 83,654 | 85,461 |
Accounts receivable, less allowance for doubtful accounts of $2,468 and $2,318 at December 31, 2016 and 2015, respectively | 92,367 | 74,192 |
Prepaid expenses | 10,836 | 8,294 |
Other current assets | 5,712 | 23,085 |
Total current assets | 297,455 | 221,943 |
Property, equipment, and software, net | 130,428 | 82,198 |
Goodwill | 259,938 | 220,097 |
Identified intangible assets, net | 74,976 | 81,280 |
Deferred tax assets, net | 15,665 | 12,051 |
Other assets | 9,636 | 5,632 |
Total assets | 788,098 | 623,201 |
Current liabilities: | ||
Accounts payable | 21,421 | 17,448 |
Accrued expenses and other current liabilities | 50,464 | 28,294 |
Current portion of deferred revenue | 89,583 | 84,200 |
Current portion of term loan, net | 5,469 | 0 |
Customer deposits held in restricted accounts | 83,590 | 85,405 |
Total current liabilities | 250,527 | 215,347 |
Deferred revenue | 6,308 | 6,979 |
Revolving facility | 0 | 40,000 |
Term loan, net | 116,657 | 0 |
Other long-term liabilities | 29,843 | 34,423 |
Total liabilities | 403,335 | 296,749 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value: 10,000,000 shares authorized and zero shares issued and outstanding at December 31, 2016 and 2015, respectively | 0 | 0 |
Common stock, $0.001 par value: 125,000,000 shares authorized, 86,062,191 and 82,919,033 shares issued and 81,087,353 and 78,793,670 shares outstanding at December 31, 2016 and 2015, respectively | 86 | 83 |
Additional paid-in capital | 534,348 | 471,668 |
Treasury stock, at cost: 4,974,838 and 4,125,363 shares at December 31, 2016 and 2015, respectively | (30,358) | (24,338) |
Accumulated deficit | (119,260) | (120,415) |
Accumulated other comprehensive loss | (53) | (546) |
Total stockholders’ equity | 384,763 | 326,452 |
Total liabilities and stockholders’ equity | $ 788,098 | $ 623,201 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 2,468 | $ 2,318 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 86,062,191 | 82,919,033 |
Common stock, shares outstanding | 81,087,353 | 78,793,670 |
Treasury stock, shares | 4,974,838 | 4,125,363 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue: | |||
On demand | $ 542,531 | $ 450,962 | $ 390,622 |
On premise | 2,836 | 2,970 | 3,094 |
Professional and other | 22,761 | 14,588 | 10,835 |
Total revenue | 568,128 | 468,520 | 404,551 |
Cost of revenue | 242,301 | 198,613 | 174,871 |
Gross profit | 325,827 | 269,907 | 229,680 |
Operating expenses: | |||
Product development | 73,607 | 68,799 | 64,418 |
Sales and marketing | 135,213 | 123,108 | 111,563 |
General and administrative | 85,013 | 68,814 | 69,202 |
Impairment of identified intangible assets | 750 | 20,801 | 0 |
Total operating expenses | 294,583 | 281,522 | 245,183 |
Operating income (loss) | 31,244 | (11,615) | (15,503) |
Interest expense and other, net | (3,758) | (1,449) | (1,104) |
Income (loss) before income taxes | 27,486 | (13,064) | (16,607) |
Income tax expense (benefit) | 10,836 | (3,846) | (6,333) |
Net income (loss) | $ 16,650 | $ (9,218) | $ (10,274) |
Net income (loss) per share attributable to common stockholders: | |||
Basic (in dollars per share) | $ 0.22 | $ (0.12) | $ (0.13) |
Diluted (in dollars per share) | $ 0.21 | $ (0.12) | $ (0.13) |
Weighted average shares used in computing net income (loss) per share attributable to common stockholders: | |||
Basic (in shares) | 76,854 | 76,689 | 76,991 |
Diluted (in shares) | 77,843 | 76,689 | 76,991 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 16,650 | $ (9,218) | $ (10,274) |
Gain on interest rate swaps, net | 536 | 0 | 0 |
Foreign currency translation adjustment, net | (43) | (337) | (47) |
Comprehensive income (loss) | $ 17,143 | $ (9,555) | $ (10,321) |
Consolidated Statements of Sto
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Treasury Stock |
Beginning Balance (in shares) at Dec. 31, 2013 | (80,512) | (2,078) | ||||
Beginning Balance at Dec. 31, 2013 | $ 314,504 | $ 81 | $ 390,854 | $ (162) | $ (65,086) | $ (11,183) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock (in shares) | 942 | |||||
Issuance of common stock | 9,912 | $ 0 | 9,912 | |||
Issuance of restricted stock (in shares) | 1,758 | 0 | ||||
Issuance of restricted stock | 2 | $ 2 | $ 0 | |||
Treasury stock purchased, at cost (in shares) | (2,096) | |||||
Treasury stock purchased, at cost | $ (22,215) | |||||
Stock-based expense | 37,050 | 37,050 | ||||
Net tax benefit from stock-based compensation | 2,248 | 2,248 | ||||
Net tax deficiency from stock-based compensation | (2,400) | (2,400) | ||||
Foreign currency translation | (47) | (47) | ||||
Net (income) loss | (10,274) | (10,274) | ||||
Ending Balance (in shares) at Dec. 31, 2014 | (83,212) | (4,174) | ||||
Ending Balance at Dec. 31, 2014 | 328,780 | $ 83 | 437,664 | (209) | (75,360) | $ (33,398) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock (in shares) | 848 | |||||
Issuance of common stock | 12,113 | $ 1 | 12,112 | |||
Issuance of restricted stock (in shares) | 1,624 | 0 | ||||
Issuance of restricted stock | 2 | $ 2 | $ 0 | |||
Treasury stock purchased, at cost (in shares) | (2,716) | |||||
Treasury stock purchased, at cost | (41,544) | $ (41,544) | ||||
Retirement of treasury stock (in shares) | 2,765 | 2,765 | ||||
Retirement of treasury stock | 0 | $ 3 | 14,764 | 35,837 | $ 50,604 | |
Stock-based expense | 38,122 | 38,122 | ||||
Net tax benefit from stock-based compensation | (1,466) | (1,466) | ||||
Foreign currency translation | (337) | (337) | ||||
Net (income) loss | (9,218) | (9,218) | ||||
Ending Balance (in shares) at Dec. 31, 2015 | (82,919) | (4,125) | ||||
Ending Balance at Dec. 31, 2015 | 326,452 | $ 83 | 471,668 | (546) | (120,415) | $ (24,338) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock (in shares) | 1,569 | |||||
Issuance of common stock | 28,489 | $ 2 | 28,487 | |||
Issuance of restricted stock (in shares) | 2,587 | 0 | ||||
Issuance of restricted stock | 1 | $ 2 | (1) | $ 0 | ||
Treasury stock purchased, at cost (in shares) | (1,863) | |||||
Treasury stock purchased, at cost | (27,264) | $ (27,264) | ||||
Retirement of treasury stock (in shares) | 1,013 | 1,013 | ||||
Retirement of treasury stock | 0 | $ 1 | 5,748 | 15,495 | $ (21,244) | |
Stock-based expense | 36,688 | 36,688 | ||||
Net tax benefit from stock-based compensation | 3,254 | 3,254 | ||||
Interest rate swap agreements | 400 | 400 | ||||
Foreign currency translation | (43) | (43) | ||||
Reclassification of realized gain on cash flow hedge to earnings | 136 | 136 | ||||
Net (income) loss | 16,650 | 16,650 | ||||
Ending Balance (in shares) at Dec. 31, 2016 | (86,062) | (4,975) | ||||
Ending Balance at Dec. 31, 2016 | $ 384,763 | $ 86 | $ 534,348 | $ (53) | $ (119,260) | $ (30,358) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 16,650 | $ (9,218) | $ (10,274) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 54,834 | 45,891 | 41,306 |
Deferred taxes | 8,386 | (5,219) | (7,891) |
Stock-based expense | 36,852 | 38,122 | 37,050 |
Excess tax benefit from stock-based compensation | (5,998) | (357) | (2,248) |
Impairment of identified intangible assets | 750 | 20,801 | 0 |
Loss on disposal and impairment of other long-lived assets | 497 | 3,070 | 386 |
Acquisition-related consideration | (877) | (3,268) | 173 |
Changes in assets and liabilities, net of assets acquired and liabilities assumed in business combinations: | |||
Accounts receivable | (12,239) | (8,701) | 1,929 |
Prepaid expenses and other current assets | 20,973 | 1,391 | (2,363) |
Other assets | 83 | (543) | (592) |
Accounts payable | 652 | (806) | 1,821 |
Accrued compensation, taxes, and benefits | 5,220 | 3,888 | 1,964 |
Deferred revenue | 4,452 | 10,791 | 8,443 |
Other current and long-term liabilities | 5,981 | 170 | 268 |
Net cash provided by operating activities | 136,216 | 96,012 | 69,972 |
Cash flows from investing activities: | |||
Purchases of property, equipment, and software | (75,241) | (33,384) | (37,062) |
Proceeds from disposal of property, equipment, and software | 4,500 | 305 | 0 |
Acquisition of businesses, net of cash acquired | (71,400) | (45,282) | (41,947) |
Intangible asset additions | 0 | 0 | (260) |
Purchase of cost method investment | (3,000) | 0 | 0 |
Net cash used in investing activities | (145,141) | (78,361) | (79,269) |
Cash flows from financing activities: | |||
Proceeds from term loan | 124,688 | 0 | 0 |
Payments on term loan | (2,345) | 0 | 0 |
Proceeds from revolving facility | 0 | 51,500 | 68,572 |
Payments on revolving facility | (40,000) | (31,500) | (48,572) |
Deferred financing costs | (392) | (8) | (1,188) |
Payments on capital lease obligations | (548) | (574) | (562) |
Payments of acquisition-related consideration | (5,684) | (3,685) | (6,419) |
Issuance of common stock | 28,490 | 12,115 | 9,914 |
Excess tax benefit from stock-based compensation | 5,998 | 357 | 2,248 |
Purchase of treasury stock related to stock-based compensation | (6,020) | (6,461) | (6,694) |
Purchase of treasury stock under share repurchase program | (21,244) | (35,083) | (15,521) |
Net cash provided by (used in) financing activities | 82,943 | (13,339) | 1,778 |
Net increase (decrease) in cash and cash equivalents | 74,018 | 4,312 | (7,519) |
Effect of exchange rate on cash | (43) | (337) | (47) |
Cash and cash equivalents: | |||
Beginning of period | 30,911 | 26,936 | 34,502 |
End of period | 104,886 | 30,911 | 26,936 |
Supplemental cash flow information: | |||
Cash paid for interest | 2,833 | 1,086 | 814 |
Cash paid for income taxes, net of refunds | 1,961 | 693 | 512 |
Non-cash investing activities: | |||
Accrued property, equipment, and software | $ 3,993 | $ 3,424 | $ 607 |
The Company
The Company | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | The Company RealPage, Inc., a Delaware corporation, together with its subsidiaries, (the “Company” or “we” or “us”) is a technology provider of property management solutions that enable owners and managers of a wide variety of single family, multifamily, and vacation rental property types to manage property operations (marketing, pricing, screening, leasing, accounting, etc.), identify opportunities through market intelligence, and give data-driven insight related to the placement and harvesting of capital. Our integrated, on demand platform provides a single point of access and a massive repository of lease transaction data, including prospect, renter, and property data. By leveraging data as well as integrating and streamlining a wide range of complex processes and interactions among the apartment real estate ecosystem (owners, managers, prospects, renters, service providers, and investors), our platform improves financial operational performance and informs the prudent allocation of capital. Our solutions enable property owners and managers to optimize operational yields and investment returns through higher occupancy, improved pricing methodologies, new sources of revenue from ancillary services, improved collections, and more integrated and centralized processes. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements and footnotes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include the accounts of RealPage, Inc. and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Segment and Geographic Information Our chief operating decision maker is our Chief Executive Officer, who reviews financial information presented on a company-wide basis. As a result, we determined that the Company has a single reporting segment and operating unit structure. Principally, all of our revenue for the years ended December 31, 2016 , 2015 , and 2014 was earned in the United States. Net property, equipment, and software held were $125.3 million and $77.4 million located in the United States, and $5.1 million and $4.8 million in our international subsidiaries at December 31, 2016 and 2015 , respectively. Substantially all of the net property, equipment, and software held in our international subsidiaries was located in the Philippines, Spain, and India at both December 31, 2016 and 2015 . Use of Estimates The preparation of financial statements in conformity with GAAP requires our management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant estimates include the allowance for doubtful accounts; the useful lives of intangible assets and the recoverability or impairment of tangible and intangible asset values; fair value measurements; contingent commissions related to the sale of insurance products; purchase accounting allocations and contingent consideration; revenue and deferred revenue and related reserves; stock-based expense; and our effective income tax rate and the recoverability of deferred tax assets, which are based upon our expectations of future taxable income and allowable deductions. Actual results could differ from these estimates. The Company is self-insured for the cost of claims made under its employee medical programs. These costs include an estimate for expected settlements of pending claims and an estimate for claims incurred but not reported. These significant estimates are based on management's assessment of outstanding claims, historical analyses, and current payment trends. Concentrations of Credit Risk Our cash accounts are maintained at various financial institutions and may, from time to time, exceed federally insured limits. The Company has not experienced any losses in such accounts. Concentrations of credit risk with respect to accounts receivable result from substantially all of our clients being in the multifamily rental housing market. Our clients, however, are dispersed across different geographic areas. We do not require collateral from clients. We maintain an allowance for doubtful accounts based upon the expected collectability of accounts receivable. No single client accounted for 10% or more of our revenue or accounts receivable for the years ended December 31, 2016 , 2015 , or 2014 . Revenues for our largest client were 5.7% , 4.6% , and 4.9% of our total revenues for the years ended December 31, 2016 , 2015 , and 2014 , respectively. Cash and Cash Equivalents We consider all highly liquid investments with a maturity date, when purchased, of three months or less to be cash equivalents. Restricted Cash Restricted cash consists of cash collected from tenants that will be remitted primarily to our clients. Accounts Receivable Accounts receivable primarily represent trade receivables from clients that we present net of an allowance for doubtful accounts. For several of our solutions, we invoice clients prior to the period in which service is provided. For certain transactions, we have met the requirements to recognize revenue in advance of invoicing the client. In these instances, we record unbilled receivables for the amount that will be due from the client upon invoicing. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of clients to make required payments, or the client canceling prior to the service being rendered. As a result, a portion of our allowance is for services not yet rendered and, therefore, classified as an offset to deferred revenue. In evaluating the sufficiency of the allowance for doubtful accounts we consider the current financial condition of the client, the specific details of the client account, the age of the outstanding balance, the current economic environment, and historical credit trends. Any change in the assumptions used in analyzing a specific account receivable might result in an additional allowance for doubtful accounts being recognized in the period in which the change occurs. Accounts receivable are written off upon determination of non-collectability following established Company policies based on the aging from the accounts receivable invoice date. In the case of balances relating to services not yet rendered, the balance is written off when the client cancels the service or when we determine that the invoiced service will no longer be provided, whichever occurs first. During the years ended December 31, 2016 , 2015 , and 2014 , we incurred bad debt expense of $2.4 million , $2.0 million , and $1.5 million , respectively. Accounts receivable includes commissions due to the Company related to the sale of insurance products to individuals and commissions which are contingent based upon the activity in the underlying policies. Contingent commissions are determined based on a calculation that considers earned agent commissions, a percent of premium retained by our underwriting partner, incurred losses, and profit retained by our underwriting partner during the time period. Contingent commissions receivables are recorded at their estimated net realizable value, based on estimates and considerations which include, but are not limited to, the historical and projected loss rates incurred by the underlying policies. Inventory Inventories are stated at the lower of net realizable value or cost, determined on a first-in, first-out basis. The Company establishes inventory allowances for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated realizable values based on assumptions about forecasted demand, open purchase commitments, and market conditions. Inventories consist primarily of meters, including subcontract labor costs on contracts in progress. Property, Equipment, and Software Property, equipment, and software are recorded at cost less accumulated depreciation and amortization, which are computed using the straight-line method over the following estimated useful lives: Data processing and communications equipment 3 - 5 years Furniture, fixtures, and other equipment 3 - 5 years Software 3 - 5 years Software includes both purchased and internally developed software. Leasehold improvements are depreciated over the shorter of the lease term or twelve years . Gains and losses from asset disposals are included in the line "General and administrative" in the Consolidated Statements of Operations. Capitalized Product Development Costs We capitalize specific product development costs, including costs to develop software products or the software components of our solutions to be marketed to external users, as well as software programs to be used solely to meet our internal needs. The costs incurred in the preliminary stages of development related to research, project planning, training, maintenance, general and administrative activities, and overhead costs are expensed as incurred. The costs of relatively minor upgrades and enhancements to the software are also expensed as incurred. Once an application has reached the development stage, internal and external costs incurred in the performance of application development stage activities, including costs of materials, services, and payroll and payroll-related costs for employees, are capitalized, if direct and incremental, until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. We also capitalize costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs are recorded as part of property, equipment, and software. Internal use software is amortized on a straight-line basis over its estimated useful life, generally three to five years . Our management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Impairment of Long-Lived Assets We perform an impairment review of long-lived assets held and used whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors we consider important that could trigger an impairment review include, but are not limited to, significant under-performance relative to current and historical or projected future operating results, significant changes in the manner of our use of the asset, or significant changes in our overall business and/or product strategies. When we determine that the carrying value of a long-lived asset may not be recoverable based upon the existence of one or more of these indicators, we determine the recoverability by comparing the carrying amount of the asset or asset group to net future undiscounted cash flows that the asset is expected to generate. If the asset or asset group fails this recoverability test, we would recognize an impairment charge equal to the excess of the asset's carrying value over its fair market value. Business Combinations The Company applies the guidance contained in ASC Topic 805, Business Combinations (“ASC 805”) in determining whether an acquisition transaction constitutes a business combination. ASC 805 defines a business as consisting of inputs and processes applied to those inputs that have the ability to create outputs. The acquisition transactions in Note 3 were determined to constitute business combinations and were accounted for under ASC 805. Purchase consideration includes assets transferred, liabilities incurred, and/or equity interests issued by us, all of which are measured at their fair value as of the date of acquisition. Our business combination transactions may be structured to include an up-front cash payment and deferred and/or contingent cash payments to be made at specified dates subsequent to the date of acquisition. Deferred cash payments are included in the acquisition consideration based on their fair value as of the acquisition date. The fair value of these obligations is estimated based on the present value, as of the date of acquisition, of the anticipated future payments. The future payments are discounted using a rate that considers an estimate of the return expected by a market-participant and a measurement of the risk inherent in the cash flows, among other inputs. Deferred cash payments are generally subject to adjustments specified in the underlying purchase agreement related to the seller’s indemnification obligations. Contingent cash payments are obligations to make future cash payments to the seller, the payment of which is contingent upon the achievement of stipulated operational or financial targets in the post-acquisition period. Contingent cash payments are included in the purchase consideration at their fair value as of the acquisition date. The fair value of these payments is estimated using a probability weighted discount model based on the achievement of the specified targets. The fair value of these liabilities is re-evaluated on a quarterly basis, and any change is reflected in the line “General and administrative” in the accompanying Consolidated Statements of Operations. These estimates are inherently uncertain and unpredictable. Unanticipated events and circumstances may occur that would affect the accuracy or validity of these estimates. The total purchase consideration is allocated to the assets acquired and liabilities assumed based on their estimated fair values. Any excess consideration is classified as goodwill. Acquired intangibles are recorded at their estimated fair value based on the income approach using market-based estimates. Acquired intangibles generally include developed product technologies, which are amortized over their useful life on a straight-line basis, and client relationships, which are amortized over their useful life proportionately to the expected discounted cash flows derived from the asset. When trade names acquired are not classified as indefinite-lived, they are amortized on a straight-line basis over their expected useful life. Acquisition costs are expensed as incurred and are included in the line “General and administrative” in the accompanying Consolidated Statements of Operations. We include the results of operations from acquired businesses in our consolidated financial statements from the effective date of the acquisition. Goodwill and Identified Intangible Assets with Indefinite Lives We test goodwill and identified intangible assets with indefinite lives for impairment separately on an annual basis in the fourth quarter of each year. Additionally, we test these assets in the interim if events and circumstances indicate they may be impaired. The events and circumstances that we consider include, but are not limited to, significant under-performance relative to current and historical or projected future operating results and significant changes in our overall business and/or product strategies. If an event or circumstance occurs that would cause us to revise our estimates and assumptions used in analyzing the value of our goodwill and identified intangible assets with indefinite lives, the revision could result in a non-cash impairment charge that could have a material impact on our financial results. We evaluate impairment of goodwill by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the two-step goodwill impairment test. The first step involves a comparison of the fair value of a reporting unit with its carrying amount. If the carrying amount of the reporting unit exceeds its fair value, the second step involves a comparison of the implied fair value and carrying amount of the goodwill of that reporting unit to determine the impairment charge, if any. We quantitatively evaluate identified intangible assets with indefinite lives by estimating the fair value of those assets based on estimated future earnings derived from the assets using the income approach model. Assets with indefinite lives that have been determined to be inseparable due to their interchangeable use are grouped into single units of accounting for purposes of testing for impairment. If the carrying amount of an identified intangible asset with an indefinite life exceeds its fair value, we would recognize an impairment loss equal to the excess of carrying value over fair value. Identified Intangible Assets with Finite Lives Identified intangible assets with finite lives consist of acquired developed technologies, client relationships, vendor relationships, and trade names. We record intangible assets at fair value and amortize those with finite lives over the shorter of the contractual life or the estimated useful life. We estimate the useful lives of acquired developed product technologies and client relationships based on factors that include the planned use of each developed product technology and the expected pattern of future cash flows to be derived from each developed product technology and existing client relationships. Estimated useful lives for identified intangible assets with finite lives consist of the following: Developed technologies 3 - 5 years Client relationships 3 - 10 years Vendor relationships 7 years Trade names 1 - 7 years We include amortization of acquired developed technologies in "Cost of revenue" and amortization of acquired client relationships, vendor relationships and trade names in "Sales and marketing" expenses in our Consolidated Statements of Operations. Derivative Financial Instruments The Company is exposed to interest rate risk related to our variable rate debt. The Company manages this risk through a program that may include the use of interest rate derivatives, the counterparties to which are major financial institutions. Our objective in using interest rate derivatives is to add stability to interest cost by reducing our exposure to interest rate movements. We do not use derivative instruments for trading or speculative purposes. Our interest rate derivatives are designated as cash flow hedges and are carried in the Consolidated Balance Sheets at their fair value. Unrealized gains and losses resulting from changes in the fair value of these instruments are classified as either effective or ineffective. The effective portion of such gains or losses is recorded as a component of accumulated other comprehensive income (“AOCI”), while the ineffective portion is recorded as a component of interest expense in the period of change. Amounts reported in AOCI related to interest rate derivatives are reclassified into interest expense as interest payments are made on our variable-rate debt. If an interest rate derivative agreement is terminated prior to its maturity, the amounts previously recorded in AOCI are recognized into earnings over the period that the forecasted transactions impact earnings. If the hedging relationship is discontinued because it is probable that the forecasted transactions will not occur according to our original strategy, any related amounts previously recorded in AOCI are recognized in earnings immediately. Other Current and Long-Term Liabilities Accrued expenses and other current liabilities consisted of the following at December 31, 2016 and 2015 : December 31, 2016 2015 (in thousands) Accrued compensation, payroll taxes, and benefits $ 19,387 $ 12,492 Self-insured medical plans 1,774 1,831 Current portion of liabilities related to acquisitions 13,084 6,502 Other current liabilities 16,219 7,469 Total accrued expenses and other current liabilities $ 50,464 $ 28,294 Other long-term liabilities consisted of the following at December 31, 2016 and 2015 : December 31, 2016 2015 (in thousands) Accrued lease liability $ 28,086 $ 27,869 Other long-term liabilities 1,757 6,554 Total other long-term liabilities $ 29,843 $ 34,423 The accrued lease liability at December 31, 2016 and 2015 primarily consisted of deferred rent amounts related to our corporate headquarters in Richardson, Texas. See Note 9 for additional information regarding this lease. Deferred Revenue Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from our subscription services described above and is recognized as the revenue recognition criteria are met. For several of our solutions, we invoice our clients in annual, monthly, or quarterly installments in advance of the commencement of the service period. Accordingly, the deferred revenue balance does not represent the total contract value of annual subscription agreements. Revenue Recognition We derive our revenue from three primary sources: on demand software solutions, on premise software solutions, and professional services. We commence revenue recognition when all of the following conditions are met: • there is persuasive evidence of an arrangement; • the solution and/or service has been provided to the client; • the collection of the fees is probable; and • the amount of fees to be paid by the client is fixed or determinable. If the fees are not fixed or determinable, we recognize revenues as payments become due from clients or when amounts owed are collected, provided all other conditions for revenue recognition have been met. Accordingly, this may materially affect the timing of our revenue recognition and results of operations. When arrangements with clients include multiple software solutions and/or services, we allocate arrangement consideration to each deliverable based on its relative selling price. In such circumstances, we determine the relative selling price for each deliverable based on vendor specific objective evidence of selling price ("VSOE"), if available, or our best estimate of selling price ("BESP"). We have determined that third-party evidence of selling price is not available as our solutions and services are not largely interchangeable with those of other vendors. Our process for determining BESP considers multiple factors, including prices charged by us for similar offerings when sold separately, pricing and discount strategies, and other business objectives. Taxes collected from clients and remitted to governmental authorities are presented on a net basis. On Demand Revenue Our on demand revenue consists of license and subscription fees, transaction fees related to certain of our software-enabled value-added services, and commissions derived from our selling certain risk mitigation services. License and subscription fees are comprised of a charge billed at the initial order date and monthly or annual subscription fees for accessing our on demand software solutions. The license fee billed at the initial order date is recognized as revenue on a straight-line basis over the longer of the contractual term or the period in which the client is expected to benefit, which we consider to be three years. Recognition starts once the product has been activated. Revenue from monthly and annual subscription fees is recognized on a straight-line basis over the access period. We recognize revenue from transaction fees derived from certain of our software-enabled value-added services as the related services are performed. As part of our risk mitigation services to the rental housing industry, we act as an insurance agent and derive commission revenue from the sale of insurance products to individuals. The commissions are based upon a percentage of the premium that the insurance company charges to the policyholder and are subject to forfeiture in instances where a policyholder cancels prior to the end of the policy. Our contract with our underwriting partner provides for contingent commissions to be paid to us in accordance with the agreement. This agreement provides for a calculation that considers, on the policies sold by us, earned premiums less i) earned agent commissions, ii) a percent of premium retained by our underwriting partner, iii) incurred losses, and iv) profit retained by our underwriting partner during the time period. Our estimate of contingent commission revenue considers historical loss experience on the policies sold by us. If the policy is cancelled, our commissions are forfeited as a percent of the unearned premium. As a result, we recognize commissions related to these services as earned ratably over the policy term. On Premise Revenue Sales of our on premise software solutions consist of an annual term license, which includes maintenance and support. Clients can renew their annual term license for additional one -year terms at renewal price levels. We recognize revenue for the annual term license and support services on a straight-line basis over the contract term. We also derive on premise revenue from multiple-element arrangements that include perpetual licenses with maintenance and other services to be provided over a fixed term. Revenue is recognized for delivered items using the residual method when we have VSOE of fair value for the undelivered items and all other criteria for revenue recognition have been met. When VSOE has not been asserted for the undelivered items, we recognize the arrangement fees ratably over the longer of the client support period or the period during which professional services are rendered. Professional and Other Revenue Professional services and other revenue are recognized as the services are rendered for time and material contracts. Training revenues are recognized after the services are performed. Cost of Revenue Cost of revenue consists primarily of salaries and related personnel expenses of our operations and support personnel, including training and implementation services; expenses related to the operation of our data centers; fees paid to third-party providers; allocations of facilities overhead costs; depreciation; amortization of acquired technologies; and amortization of capitalized software. Stock-Based Expense The Company recognizes compensation expense related to stock options and shares of restricted stock based on the estimated fair value of the awards on the date of grant, net of estimated forfeitures. The Company generally grants time-based stock options and restricted stock awards, which vest over a specified period of time; market-based awards, which become eligible to vest only after the achievement of a condition based upon the trading price of the Company's common stock and vest over a specified period of time thereafter; and performance-based awards, which become eligible to vest upon the achievement of a specific performance condition, after which they vest over a specified period of time. For time-based stock options and restricted stock awards and performance-based awards, expense is recognized on a straight-line basis over the requisite service period. Expense associated with market-based awards is recognized over the requisite service period using the graded-vesting attribution method. Advertising Expenses Advertising costs are expensed as incurred and totaled $19.4 million , $16.3 million , and $15.1 million for the years ended December 31, 2016 , 2015 , and 2014 , respectively. Income Taxes Income taxes are provided based on the liability method, which results in income tax assets and liabilities arising from temporary differences. Temporary differences are differences between the tax basis of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years. The liability method requires the effect of tax rate changes on current and accumulated deferred income taxes to be reflected in the period in which the rate change was enacted. The liability method also requires that deferred tax assets be reduced by a valuation allowance unless it is more likely than not that the assets will be realized. We establish valuation allowances when necessary to reduce deferred tax assets to the amounts expected to be realized. We evaluate the need for, and the adequacy of, valuation allowances based on the expected realization of our deferred tax assets. The factors used to assess the likelihood of realization include historical earnings, our latest forecast of taxable income, and available tax planning strategies that could be implemented to realize the net deferred tax assets. We may recognize a tax benefit from uncertain tax positions only if it is at least more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement with the taxing authorities. There were no identified tax benefits that were considered uncertain positions at December 31, 2016 and 2015 . Leases Some of the operating lease agreements entered into by the Company contain provisions for future rent increases, rent free periods, periods in which rent payments are reduced (abated), or lease incentives. The total amount of rental payments due over the lease term is charged to rent expense on the straight-line method over the term of the lease. The difference between rent expense recorded and the amount paid is credited or charged to “Accrued lease liability,” which is included in “Accrued expenses and other current liabilities" or "Other long-term liabilities" in the accompanying Consolidated Balance Sheets, depending upon when the liability is expected to be relieved. Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Legal Contingencies We review the status of each legal contingency and record a provision for a liability when we consider that it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We review these provisions quarterly and make adjustments where needed as additional information becomes available. If either or both of the criteria are not met, we assess whether there is at least a reasonable possibility that a loss, or additional losses beyond those already accrued, may be incurred. If there is a reasonable possibility that a material loss (or additional material loss in excess of any accrual) may be incurred, we disclose an estimate of the amount of loss or range of losses, either individually or in the aggregate, as appropriate, if such an estimate can be made, or disclose that an estimate of loss cannot be made. Recently Adopted Accounting Standards We adopted Accounting Standards Update (“ASU”) 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs and ASU 2015-15, Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line of Credit Agreements in the first quarter of 2016. As a result of our retrospective adoption of these standards, we present term loans payable net of unamortized debt issuance costs in the Consolidated Balance Sheets. Prior to adoption of this ASU, such issuance costs were included in other assets. Our adoption of this standard did not result in a reclassification of previously reported amounts, as we did not have outstanding term loans at December 31, 2015. As required, debt issuance costs related to our secured revolving facility continue to be presented in "Other assets" in the Consolidated Balance Sheets. In November 2015, the Financial Accounting Standards Board (“FASB”) issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments , which eliminates the requirement to restate prior period financial statements for measurement-period adjustments. This ASU requires that the cumulative impact of a measurement period adjustment, including the impact on prior periods, be recognized in the reporting period in which the adjustment is identified. We adopted ASU 2015-16 in the first quarter of 2016. In April 2015, the FASB issued ASU 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. This ASU provides guidance to clarify the customer’s accounting for fees paid in a cloud computing arrangement and whether such an arrangement contains a software license or is solely a service contract. We adopted this standard in the first quarter of 2016 and prospectively applied the guidance to all arrangements entered into or materially modified after January 1, 2016. Recently Issued Accounting Standards In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business to assist entities with evaluating whether a set of transferred assets and activities ("set") is a business . Under the new guidance, an entity first determines whether substantially all of the fair value of the set is concentrated in a single identifiable asset or a group of similar identifiable assets. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions 2016 Acquisitions eSupply Systems, LLC In June 2016, we acquired substantially all of the assets of eSupply Systems, LLC (“eSupply”) and those of certain entities related to eSupply. eSupply is an e-procurement software and group purchasing service which augmented our Spend Management solutions. We acquired eSupply for a purchase price of $7.0 million , consisting of a cash payment of $5.5 million at closing and a deferred cash obligation of up to $1.6 million , payable over 18 months after the acquisition date. The fair value of the deferred cash obligation on the date of acquisition was $1.5 million . The first deferred cash payment was made in the fourth quarter of 2016. This acquisition was financed using proceeds from the Term Loan issued in February 2016. The acquired identified intangible assets consisted of developed technology and client relationships. These intangible assets were assigned estimated useful lives of three and ten years , respectively. We recognized goodwill in the amount of $3.2 million related to this acquisition, which is primarily comprised of anticipated synergies with our existing Spend Management solutions. Goodwill and the acquired identified intangible assets are deductible for tax purposes. AssetEye, Inc. In May 2016, we acquired all of the issued and outstanding stock of AssetEye, Inc. (“AssetEye”). AssetEye is a data aggregation, reporting, and collaboration platform for institutions holding multiple real estate asset classes. This solution provides asset and portfolio managers with a solution to evaluate performance, trends, and operations across a portfolio with transparency into property-level data. The acquisition of AssetEye expanded the Company’s on demand solutions to serve all asset classes, including: commercial, hospitality, multifamily, single family, senior living, and student housing. We acquired AssetEye’s issued and outstanding stock for a purchase price of $4.9 million . The purchase price consisted of a cash payment of $3.6 million at closing, net of cash acquired of $0.8 million ; deferred cash obligations of $1.0 million , payable over a period of two years following the date of acquisition; contingent cash payments of up to $1.0 million if certain revenue targets are achieved during the three-month period ended September 30, 2017 ; and additional cash payments of $0.2 million due to former shareholders of AssetEye which are expected to be remitted over a short-term period. The fair value of the deferred and contingent cash obligations was $0.9 million and $0.2 million , respectively, at the date of acquisition. This acquisition was financed with proceeds from the Term Loan issued in February 2016. The acquired identified intangible assets included developed technology and client relationships having useful lives of five and ten years , respectively. We recognized goodwill in the amount of $3.2 million related to this acquisition, which is primarily comprised of anticipated synergies between the AssetEye solution and our existing complementary solutions as well as our sales and marketing infrastructure. Goodwill and identified intangible assets recognized in connection with this transaction are not deductible for tax purposes. NWP Services Corporation In March 2016, we acquired all of the issued and outstanding stock of NWP Services Corporation (“NWP”). NWP provides a full range of utility management services, including: resident billing; payment processing; utility expense management; analytics and reporting; sub-metering and maintenance; and regulatory compliance. The primary products offered by NWP include Utility Logic, Utility Smart, Utility Genius, SmartSource, and NWP Sub-meter. We are integrating NWP into our resident services product family. The integrated platform will enable property owners and managers to increase the collection of rental utilities and energy recovery. Goodwill arising from this acquisition consists of anticipated synergies from the integration of NWP into our existing structure. We acquired NWP’s issued and outstanding stock for an initial purchase price of $69.0 million . The purchase price consisted of a cash payment of $59.0 million at closing, net of cash acquired of $0.1 million ; deferred cash obligations of $7.2 million , payable over a period of three years following the date of acquisition; and other amounts totaling $3.2 million , consisting of payments to certain employees and former shareholders of NWP that are expected to be remitted over a short-term period. The acquisition-date fair value of the deferred cash obligation was $6.8 million . This acquisition was financed with proceeds from the Term Loan issued in February 2016. Acquisition costs associated with this transaction totaled $0.3 million and were expensed as incurred. The acquired identified intangible assets were comprised of developed technologies, trade name, and client relationships having useful lives of five , three , and ten years , respectively. Goodwill and identified intangible assets acquired in this business combination, valued at $35.3 million and $16.3 million in our initial purchase price allocation, have carryover tax bases of $0.7 million and $11.0 million , respectively, which are deductible for tax purposes. Goodwill and identified intangible assets recognized in excess of those carryover tax basis amounts are not deductible for tax purposes. Accounts receivable acquired had a gross contractual value of $11.3 million at acquisition, of which $3.4 million was estimated to be uncollectible. We assigned approximately $10.2 million of value to deferred tax assets in our initial purchase price allocation, consisting primarily of $9.9 million of federal and state net operating losses (“NOL”). This NOL amount reflects the tax benefit from approximately $27.3 million of NOLs we expect to realize after considering various limitations and restrictions on NWP’s pre-acquisition NOLs. In connection with the acquisition of NWP, we recorded an indemnification asset of $1.2 million , which represents the selling security holders’ obligation under the purchase agreement to indemnify the Company for the outcome of certain accrued obligations. The indemnification asset was recognized on the same basis as the corresponding liability, which is based on its estimated fair value as of the date of acquisition. Subsequent to the acquisition date, management continued to review information relating to events and circumstances that existed at the acquisition date. This review resulted in measurement period adjustments to the provisional amounts recorded at the acquisition date related to deferred cash obligations paid to the sellers and deferred tax assets associated with the transaction. These measurement period adjustments resulted in a change in goodwill, deferred tax assets, and the deferred cash obligation of $(1.8) million , $1.0 million , and $(0.8) million , respectively. Purchase Price Allocation The estimated fair values of assets acquired and liabilities assumed presented below are provisional and are based on the information available as of the acquisition date. We believe that this information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but the Company is awaiting additional information necessary to finalize those values. Therefore, the provisional measurements of fair value are subject to change, and such changes could be significant. We expect to finalize the valuation of these assets and liabilities as soon as practicable, but no later than one year from the respective acquisition dates. The preliminary allocation of each purchase price, including the effects of the measurement period adjustments described above, was as follows: NWP AssetEye eSupply (in thousands) Restricted cash $ 4,960 $ — $ — Accounts receivable 7,902 90 259 Property, equipment, and software 3,194 — — Intangible assets: Developed product technologies 2,740 1,638 2,160 Client relationships 12,900 1,041 1,390 Trade names 709 6 35 Goodwill 33,520 3,154 3,216 Deferred tax assets, net 11,173 — — Other assets, net of other liabilities 3,065 8 71 Accounts payable and accrued liabilities (6,962 ) — (147 ) Client deposits held in restricted accounts (5,018 ) — — Deferred revenue — (16 ) (29 ) Deferred tax liabilities, net — (1,010 ) — Total purchase price $ 68,183 $ 4,911 $ 6,955 At December 31, 2016 , deferred cash obligations related to acquisitions completed in 2016 totaled $8.7 million , and are carried net of a discount of $1.2 million in the Consolidated Balance Sheets. The aggregate fair value of contingent cash obligations related to these acquisitions was $0.5 million at December 31, 2016 . During the year ended December 31, 2016 , we recognized a loss of $0.3 million due to changes in the fair value of contingent cash obligations related to these acquisitions. We made deferred cash payments of $0.1 million during the year ended December 31, 2016 , related to these acquisitions. During the same period, we made payments totaling $3.3 million related to amounts due to certain employees and former shareholders of the acquired businesses described above. There were no payments of contingent cash obligations made related to these acquisitions during the year ended December 31, 2016 . 2015 Acquisitions Indatus In June 2015, we acquired certain assets from ICIM Corporation, including the Answer Automation, Call Tracker, and Zip Digital products, marketed under the name Indatus. The Indatus offerings are software-as-a-service ("SaaS") products that provide automated answering services, marketing spend analysis tools, and other features which enhance the ability of managers of multifamily properties to communicate with their residents. We are currently integrating the Indatus assets with our existing contact center and maintenance products, which will increase the features of these existing solutions. We acquired the Indatus assets for a purchase price of $49.4 million , consisting of a cash payment of $43.8 million at closing; deferred cash payments of up to $5.0 million , payable over nineteen months after the acquisition date; and contingent cash payments of up to $2.0 million , in the aggregate, if certain revenue targets are met for the twelve months ending June 30, 2016 and 2017 . The first deferred cash payment was made in the third quarter of 2016. The contingent consideration revenue targets for the twelve-month period ended June 30, 2016 , were not achieved and no payment was made. If the revenue targets for the second twelve-month period are achieved, the maximum potential contingent consideration payment is $2.0 million . The fair value of the deferred and contingent cash payments was $4.7 million and $0.9 million , respectively, as of the acquisition date. Direct acquisition costs were $0.3 million and the acquisition was financed using proceeds from our Revolving Facility. The acquired developed product technologies and client relationships have useful lives of three and ten years , respectively. The trade name acquired was amortized over a useful life of one year , based on our anticipated use of the asset. Goodwill and identified intangible assets associated with the acquisition are deductible for tax purposes. Goodwill arising from the acquisition consisted largely of synergies from the integration of Indatus with our pre-existing products and from leveraging our existing client base and sales staff. VRX In June 2015, we acquired certain assets from RJ Vacations, LLC and Switch Development Corporation, including the VRX product (“VRX”). VRX is a SaaS application which allows vacation rental management companies to manage the cleaning and turning of units, accounting, and document management. We integrated VRX with our Kigo vacation rental solution. We acquired the VRX assets for a purchase price of $2.0 million , consisting of a cash payment of $1.5 million at closing and a contingent cash payment of up to $0.5 million . Payment of the contingent cash obligation was dependent upon the achievement of certain subscription or booking activity targets and is subject to adjustments specified in the acquisition agreement related to the sellers’ indemnification obligations. The contingent cash obligation had a fair value of $0.5 million , as of the acquisition date, and was due fifteen months after the date of acquisition. The acquisition agreement also provided for the sellers to receive additional contingent cash payments of up to $3.0 million . Payment of the additional contingent cash obligations is dependent upon the achievement of certain revenue targets during the twelve month periods ending December 31, 2016, 2017, and 2018, and the sellers providing certain services during a specified period following the acquisition date. Due to this post-acquisition service requirement, the Company concluded that the additional contingent cash obligations represent post-acquisition compensation; therefore, these amounts were excluded from the purchase consideration. The revenue targets for the first contingent cash payment were not met. Additionally, one of the sellers separated from the Company prior to completing the required service period. As a result of this separation, the maximum potential payout of the remaining contingent cash payments is $1.5 million . This acquisition was financed using cash flows from operations. The acquired developed product technologies have an estimated useful life of three years . The estimated fair value of the client relationships acquired was immaterial and these intangible assets were expensed as of the acquisition date. Goodwill arising from the acquisition consisted largely of synergies from the integration of VRX with Kigo. Goodwill and identified intangible assets associated with the acquisition are deductible for tax purposes. Purchase Price Allocation We allocated the purchase price of Indatus and VRX as follows: Indatus VRX (in thousands) Accounts receivable $ 646 $ — Intangible assets: Developed product technologies 13,400 794 Client relationships 9,770 11 Trade names 83 — Goodwill 25,575 1,186 Other liabilities, net of other assets (57 ) — Total purchase price $ 49,417 $ 1,991 At December 31, 2016 and 2015 , deferred cash obligations related to acquisitions completed in 2015 totaled $2.5 million and $5.1 million , and were carried net of a discount of $0.1 million and $0.2 million , respectively. Payments of deferred cash obligations related to these acquisitions totaling $2.4 million were made during the twelve months ended December 31, 2016 . The aggregate fair value of contingent cash obligations related to acquisitions completed in 2015 was immaterial at December 31, 2016 , and $0.8 million at December 31, 2015 . During the years ended December 31, 2016 and 2015 , we recognized a net gain in the amount of $0.8 million and $0.6 million , respectively, due to changes in the fair value of the contingent cash obligations related to these acquisitions. There were no payments of contingent cash obligations made related to these acquisitions during the years ended December 31, 2016 and 2015 . 2014 Acquisitions InstaManager In January 2014, we acquired certain assets from Bookt LLC, including the InstaManager product (“InstaManager”). InstaManager was a SaaS vacation rental booking engine used by professional managers of vacation rental properties which offered marketing websites; online pricing and availability; online booking; automated reservations; payment processing; and insurance sales. The acquisition of InstaManager expanded our product offerings to include property management software for the vacation rental market. We acquired InstaManager for a purchase price of $9.2 million , consisting of a cash payment of $6.0 million at closing; a deferred cash payment of up to $1.0 million , payable over two years after the acquisition date; and contingent cash payments totaling up to $7.0 million if certain revenue targets were met during the twelve month periods ended March 31, 2015 and 2016 . The initial fair values of the deferred and contingent cash payments were $0.8 million and $2.4 million , respectively. The deferred cash obligations were paid in the first quarters of 2015 and 2016. The performance target for the first contingent cash payment was achieved and the related payment was made in the third quarter of 2015. The second contingent cash target was not achieved and expired in the first quarter of 2016. The acquired developed product technologies have a useful life of three years . Goodwill and identified intangible assets associated with this acquisition are deductible for tax purposes. Goodwill arising from the acquisition consisted largely of economies of scale from the integration of InstaManager into our pre-existing operating structure. This acquisition was financed using cash flows from operations. We assigned an indefinite useful life to the trade name acquired, as we did not anticipate ceasing use of the trade name in the marketplace. In March 2015, we completed the integration of InstaManager with another vacation rental software product and concurrently ceased use of the trade name in marketing activities. As a result of this event, we assessed the InstaManager trade name for impairment. See further discussion of this analysis and conclusion in Note 6 . Virtual Maintenance Manager In March 2014, we acquired certain assets from Virtual Maintenance Manager LLC, including the Virtual Maintenance Manager product (“VMM”). VMM is a SaaS product that facilitates the management of the end-to-end maintenance life cycle for single family and multifamily rental properties and provides property managers with enhanced visibility into their maintenance costs, manages resources, and provides enhanced business control for property managers. We integrated VMM into our existing Propertyware products. We acquired the VMM assets for a purchase price of $1.2 million , consisting of a cash payment of $1.0 million at closing; deferred cash payments of up to $0.2 million , payable over two years after the acquisition date; and contingent cash payments of up to $2.0 million if certain revenue targets were met for the twelve-month periods ended June 30, 2015 and 2016 . The initial fair value of the deferred and contingent cash payments was $0.2 million and less than $0.1 million , respectively. The deferred cash obligation was paid in the second quarters of 2015 and 2016. The contingent cash targets were not achieved and expired in the second quarter of 2016. The acquired developed product technologies and client relationships were assigned useful lives of three and ten years , respectively. Goodwill and identified intangible assets associated with this acquisition are deductible for tax purposes. Goodwill arising from the acquisition consisted largely of economies of scale from the integration of VMM into our pre-existing operating structure and from synergies with our existing products. The acquisition of VMM was financed using cash flows from operations. Notivus In May 2014, we acquired certain assets from Notivus Multi-Family LLC, including the Notivus product ("Notivus"). Notivus is a SaaS application that provides an outsourced vendor credentialing solution to assist multifamily owners and managers in the credentialing and ongoing monitoring of their current and prospective vendors, suppliers, and independent contractors. We subsequently integrated Notivus into our existing Compliance Depot products. We acquired the Notivus assets for a purchase price of $4.4 million , consisting of a cash payment of $3.6 million at closing and a deferred cash payment of up to $0.8 million , payable over two years after the acquisition date. The initial fair value of the deferred cash payment was approximately $0.8 million . The deferred cash payments were made in the third quarter of 2015 and the second quarter of 2016. The acquired developed product technologies were assigned a useful life of three years . Goodwill and identified intangible assets associated with this acquisition are deductible for tax purposes. Goodwill arising from the acquisition consisted largely of the economies of scale from the integration of Notivus into our pre-existing operating structure and from synergies with our existing products. This acquisition was financed using cash flows from operations. Kigo In June 2014, we acquired all of the issued and outstanding stock of Kigo, Inc. ("Kigo"). Kigo is a SaaS vacation rental booking system based in the United States with operations in Spain. Kigo offers services for vacation rental property managers that include vacation rental calendars, scheduling, reservations, accounting, channel management, website design, payment processing, and other tasks to aid the management of leads, revenue, resources, and lodging calendars. We integrated our existing vacation rental products with Kigo and launched an enhanced version of the software in March 2015. We acquired Kigo for a purchase price of $36.2 million , consisting of a cash payment of $30.7 million and a deferred cash payment of up to $5.5 million , payable over two and a half years after the acquisition date. Interest is accrued on the deferred cash payment at a rate equal to the one-month London Interbank Offered Rate ("LIBOR"), plus a premium of 1.00% , and is payable on the date the underlying principal is due. The first deferred cash payment was made in the first quarter of 2016. This acquisition was financed from proceeds from our Revolving Facility and cash flows from operations. Direct acquisition costs were $0.5 million . The acquired developed product technologies and client relationships were assigned useful lives of three and ten years , respectively. The trade name acquired has an indefinite useful life as we do not plan to cease using it in the marketplace. Goodwill and identified intangible assets associated with this acquisition are not deductible for tax purposes. Goodwill arising from the acquisition consisted largely of the economies of scale from the integration of Kigo into our pre-existing operating structure and from synergies with our existing products. Purchase Price Allocation We allocated the purchase price for InstaManager, VMM, Notivus, and Kigo as follows: InstaManager VMM Notivus Kigo (in thousands) Intangible assets Developed technologies $ 4,490 $ 671 $ 1,840 $ 2,570 Client relationships — 200 — 1,120 Trade names 527 — — 602 Goodwill 4,135 358 2,852 32,996 Deferred revenue (33 ) — (156 ) — Deferred tax liabilities, net — — — (495 ) Net other assets (liabilities) 55 — (141 ) (547 ) Total purchase price $ 9,174 $ 1,229 $ 4,395 $ 36,246 At December 31, 2016 and 2015 , deferred cash obligations related to acquisitions completed in 2014 totaled $3.9 million and $6.2 million , respectively. During the years ended December 31, 2016 and 2015 , the Company paid deferred cash obligations totaling $2.5 million and $1.2 million , respectively, related to these acquisitions. The aggregate fair value of contingent cash obligations related to acquisitions completed in 2014 was estimated to be zero at December 31, 2015 . During the twelve months ended December 31, 2015 , we recognized a net gain of $1.8 million related to changes in fair value and made payments totaling $0.5 million related to these acquisitions. There were no outstanding contingent cash obligations related to these acquisitions at December 31, 2016 . Acquisition Activity prior to 2014 We completed acquisitions in the years prior to 2014 for which deferred and contingent consideration obligations were included in the purchase consideration. The aggregate carrying value of deferred cash obligations related to these acquisitions was $0.1 million and $1.0 million at December 31, 2016 and 2015 , respectively. During the years ended December 31, 2016 and 2015 , the Company paid deferred cash obligations related to these acquisitions totaling $0.9 million and $1.4 million , respectively. The estimated fair value of contingent cash obligations related to these acquisitions was zero at December 31, 2015 . The Company made payments totaling $0.7 million and recognized a net gain of $1.1 million related to changes in the fair value of these obligations during the year ended December 31, 2015 . There were no outstanding contingent cash obligations related to acquisitions completed prior to 2014 at December 31, 2016 . Pro Forma Results of Acquisitions The following table presents unaudited pro forma results of operations for the years ended December 31, 2016 and 2015 as if the aforementioned acquisitions had occurred at the beginning of each period presented. The pro forma financial information includes the business combination accounting effects resulting from these acquisitions, including $1.4 million and $7.3 million of amortization charges from acquired intangible assets as of December 31, 2016 and 2015 , respectively. We prepared the pro forma financial information for the combined entities for comparative purposes only, and it is not indicative of what actual results would have been if the acquisitions had occurred at the beginning of the periods presented, or of future results. Year Ended December 31, 2016 Pro Forma 2015 Pro Forma (in thousands, except per share amounts) (unaudited) Total revenue $ 578,985 $ 534,625 Net income (loss) $ 16,065 $ (12,075 ) Net income (loss) per share: Basic and diluted $ 0.21 $ (0.16 ) |
Accounts Receivable and Other C
Accounts Receivable and Other Current Assets | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accounts Receivable and Other Current Assets | Accounts Receivable and Other Current Assets Accounts receivable consisted of the following at December 31, 2016 and 2015 : December 31, 2016 2015 (in thousands) Trade receivables from clients $ 82,094 $ 66,839 Insurance commissions receivable 12,741 9,671 Accounts receivable, gross 94,835 76,510 Less: Allowance for doubtful accounts (2,468 ) (2,318 ) Accounts receivable, net $ 92,367 $ 74,192 Trade receivables include amounts billed to our clients, primarily under our on demand subscription solutions. Trade receivables also includes amounts invoiced to clients prior to the period in which the service is provided and amounts for which we have met the requirements to recognize revenue in advance of invoicing the client. Insurance commissions receivable consists of commissions derived from the sale of insurance products to individuals and contingent commissions related to those policies. Other current assets consisted of the following at December 31, 2016 and 2015 : December 31, 2016 2015 (in thousands) Lease-related receivables $ 449 $ 20,683 Inventory 2,110 548 Indemnification asset 1,220 — Other current assets 1,933 1,854 Total other current assets $ 5,712 $ 23,085 Lease-related receivables at December 31, 2015 consisted primarily of incentives related to the lease executed in 2015 for our new corporate headquarters and data center in Richardson, Texas. The decrease in this balance during 2016 is attributable to reimbursement payments received from the landlord related to completed leasehold improvements. The indemnification asset and the increase in inventory between the periods arose from our acquisition of NWP Services Corporation, which was completed in the first quarter of 2016 . |
Property, Equipment and Softwar
Property, Equipment and Software | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment and Software | Property, Equipment, and Software Property, equipment, and software consisted of the following at December 31, 2016 and 2015 : December 31, 2016 2015 (in thousands) Leasehold improvements $ 51,242 $ 26,138 Data processing and communications equipment 76,773 67,871 Furniture, fixtures, and other equipment 26,513 18,253 Software 86,983 68,972 Property, equipment, and software, gross 241,511 181,234 Less: Accumulated depreciation and amortization (111,083 ) (99,036 ) Property, equipment, and software, net $ 130,428 $ 82,198 Depreciation and amortization expense for property, equipment, and purchased software was $24.5 million , $20.6 million , and $18.9 million for the years ended December 31, 2016 , 2015 , and 2014 , respectively. The gross amount of capitalized software development costs was $55.4 million and $41.2 million and was carried net of accumulated amortization of $19.8 million and $14.0 million at December 31, 2016 and 2015 , respectively. The weighted average amortization period for capitalized software development costs was 4.7 years at December 31, 2016 . During the years ended December 31, 2016 , 2015 , and 2014 , we capitalized $13.7 million , $10.5 million , and $10.9 million of software development costs, respectively. Amortization expense related to capitalized software development costs totaled $5.8 million , $3.3 million , and $1.7 million during the years ended December 31, 2016 , 2015 , and 2014 , respectively. We review in-progress software development projects on a periodic basis to ensure completion is assured and the development work will be placed into service as a new product or significant product enhancement. During the year ended December 31, 2015 , we identified certain projects for which software development work had ceased and it was determined the projects would be discontinued. Our analysis of the capitalized costs resulted in the conclusion that they had no value outside of the respective projects for which they were originally incurred. As a result, we recognized a loss of $1.4 million during the year ended December 31, 2015 , related to the disposal of these assets. During the years ended December 31, 2016 and 2015 , we modified or terminated certain operating lease agreements for office space prior to the end of the applicable lease term. We recognized an impairment charge of $1.5 million during the year ended December 31, 2015 , related to leasehold improvements associated with a modified lease. No impairments of leasehold improvements associated with a modified lease were identified during 2016 . Related to these lease modifications, we also disposed of fixed assets with a net carrying value of $0.6 million and $1.3 million , and recognized a net loss on disposal of $0.6 million and $0.2 million during 2016 and 2015 , respectively. The above loss and impairment charge are included in the line "General and administrative" in the accompanying Consolidated Statements of Operations. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Identified Intangible Assets Changes in the carrying amount of goodwill during the years ended December 31, 2016 and 2015 , were as follows, in thousands: Balance at January 1, 2015 $ 193,378 Goodwill acquired 26,719 Balance at December 31, 2015 220,097 Goodwill acquired 39,890 Other (49 ) Balance at December 31, 2016 $ 259,938 There was no impairment of goodwill recorded in 2016 , 2015 , or 2014 . Changes in identified intangible assets during the years ended December 31, 2016 and 2015 were as follows: December 31, 2015 Additions Dispositions Impairments Transfers / Other December 31, 2016 (in thousands) Finite-lived intangible assets: Developed technologies $ 69,379 $ 6,538 $ — $ — $ 7 $ 75,924 Client relationships 96,523 15,331 (3,386 ) — — 108,468 Vendor relationships 5,650 — — — — 5,650 Trade names 5,149 750 — — — 5,899 Total finite-lived intangible assets 176,701 22,619 (3,386 ) — 7 195,941 Less: Accumulated amortization (110,882 ) (24,489 ) 1,904 — — (133,467 ) Indefinite-lived intangible assets: Trade names 15,461 — (2,212 ) (750 ) 3 12,502 Intangible assets, net $ 81,280 $ (1,870 ) $ (3,694 ) $ (750 ) $ 10 $ 74,976 December 31, 2014 Additions Dispositions Impairments Transfers / Other December 31, 2015 (in thousands) Finite-lived intangible assets: Developed technologies $ 55,212 $ 14,194 $ — $ — $ (27 ) $ 69,379 Client relationships 86,753 9,770 — — — 96,523 Vendor relationships 5,650 — — — — 5,650 Trade names — 83 — — 5,066 5,149 Total finite-lived intangible assets 147,615 24,047 — — 5,039 176,701 Less: Accumulated amortization (88,880 ) (22,002 ) — — — (110,882 ) Indefinite-lived intangible assets: Trade names 41,350 — — (20,801 ) (5,088 ) 15,461 Intangible assets, net $ 100,085 $ 2,045 $ — $ (20,801 ) $ (49 ) $ 81,280 Amortization expense for finite-lived intangible assets totaled $24.5 million , $22.0 million , and $20.7 million during the years ended December 31, 2016 , 2015 , and 2014 , respectively. The following table sets forth the estimated amortization of intangible assets for the years ending December 31, in thousands: 2017 $ 18,797 2018 13,380 2019 9,860 2020 8,159 2021 5,545 In March 2015, the Company completed the integration of the InstaManager and Kigo platforms into a single solution marketed under the Kigo name. Subsequent to this integration, the Company discontinued the use of the InstaManager trade name to market or identify the software. Due to this change in circumstance, the Company evaluated the InstaManager trade name for impairment and concluded an impairment in the amount of $0.5 million existed at March 31, 2015 . In connection with the preparation of the third quarter 2015 financial statements, the Company identified indicators requiring the assessment of certain indefinite-lived trade names for impairment, primarily associated with the Company's 2011 acquisition of MyNewPlace. Identified indicators included declines in actual and anticipated lead-generation revenues and a change in the Company's long-term marketing strategy. As a result, the Company analyzed these intangible assets and recorded a $20.3 million impairment charge during the third quarter of 2015, representing the amount by which the carrying value of the indefinite-lived trade names exceeded their estimated fair value. Given the change in the Company's long-term marketing strategy and anticipated use of the trade names, the remaining balance was reclassified to finite-lived intangible assets as of September 30, 2015 . The trade names were assigned an estimated useful life of seven years , amortized on a straight-line basis. The $3.7 million of net dispositions shown above reflect our sale of certain assets associated with our senior living referral services in the fourth quarter of 2016. Based on the status of the sale negotiations at the end of the third quarter, we determined there was a possibility that certain of the assets could be impaired and performed an impairment analysis. As a result of that analysis we recorded an impairment of the associated trade names at September 30, 2016 , in the amount of $0.8 million , the amount by which the carrying value of the trade names exceeded their estimated fair value on the date of analysis. The above impairment charges are included in "Impairment of identified intangible assets" in the accompanying Consolidated Statements of Operations. See Note 12 for discussion of the methodology and inputs utilized by the Company to estimate the fair value of these indefinite-lived trade names. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt On September 30, 2014 , we entered into an agreement for a secured revolving credit facility (as amended by the Amendment discussed below, the “Credit Facility”) to refinance our outstanding revolving loans. The Credit Facility provides an aggregate principal amount of up to $200.0 million of revolving loans, with sublimits of $10.0 million for the issuance of letters of credit and $20.0 million for swingline loans ("Revolving Facility"). The Credit Facility also allowed us, subject to certain conditions, to request additional term loans or revolving commitments up to an aggregate principal amount of $150.0 million , plus an amount that would not cause our consolidated net leverage ratio, as defined below, to exceed 3.25 to 1.00 . At our option, amounts outstanding under the Credit Facility accrued interest at a per annum rate equal to either LIBOR, plus a margin ranging from 1.25% to 1.75% , or the Base Rate, plus a margin ranging from 0.25% to 0.75% ("Applicable Margin"). The base LIBOR rate is, at our discretion, equal to either one, two, three, or six month LIBOR. The Base Rate is defined as the greater of Wells Fargo's prime rate, the Federal Funds Rate plus 0.50% , or one month LIBOR plus 1.00% . In each case, the Applicable Margin is determined based upon our consolidated net leverage ratio. In February 2016 , we entered into an amendment to the Credit Facility (the “Amendment”). The Amendment provides for an incremental term loan in the amount of $125.0 million (“Term Loan”) that is coterminous with the existing Credit Facility, reducing the amount of additional term loans or revolving commitments available under the Credit Facility to $25.0 million , plus an amount that would not cause us to exceed the consolidated net leverage ratio limitation. Under the terms of the Amendment, an additional tier was added such that the Applicable Margin now ranges from 1.25% to 2.00% for LIBOR loans, and 0.25% to 1.00% for Base Rate loans. We incurred debt issuance costs in the amount of $0.7 million in conjunction with the execution of the Amendment. Revolving loans under the Credit Facility may be voluntarily prepaid and re-borrowed. Principal payments on the Term Loan are due in quarterly installments that began in June 2016 and such amounts may not be re-borrowed. Accumulated interest on amounts outstanding under the Credit Facility is due and payable quarterly, in arrears, for loans bearing interest at the Base Rate and at the end of the applicable interest period in the case of loans bearing interest at the adjusted LIBOR. All outstanding principal and accumulated interest is due upon the Credit Facility's maturity on September 30, 2019 . The Term Loan is subject to mandatory repayment requirements in the event of certain asset sales or if certain insurance or condemnation events occur, subject to customary reinvestment provisions. The Company may prepay the Term Loan in whole or in part at any time, without premium or penalty, with prepayment amounts to be applied to remaining scheduled principal amortization payments as specified by the Company. The Credit Facility is secured by substantially all of our assets, and certain of our existing and future material domestic subsidiaries are required to guarantee obligations under the Credit Facility. We are also required to comply with customary affirmative and negative covenants, as well as a consolidated net leverage ratio and a consolidated interest coverage ratio. The consolidated net leverage ratio, which is the ratio of funded indebtedness on the last day of each fiscal quarter to the four previous consecutive fiscal quarters' consolidated EBITDA, cannot be greater than 3.50 to 1.00 , provided that we can elect to increase the ratio to 3.75 to 1.00 for a specified period following a permitted acquisition. The Amendment permits the Company to elect to increase the maximum permitted consolidated net leverage ratio on a one-time basis to 4.00 to 1.00 following the issuance of convertible or high yield notes in an initial principal amount of at least $150.0 million . The consolidated interest coverage ratio, which is a ratio of our four previous fiscal consecutive quarters' consolidated EBITDA to our interest expense, cannot be less than 3.00 to 1.00 as of the last day of any fiscal quarter. As of December 31, 2016 , we were in compliance with the covenants under our Credit Facility. The Credit Facility contains customary events of default, subject to customary cure periods for certain defaults, that include, among others, non-payment defaults; covenant defaults; material judgment defaults; bankruptcy and insolvency defaults; cross-defaults to certain other material indebtedness; ERISA defaults; inaccuracy of representations and warranties; and a change in control default. In the event of a default on our Credit Facility, the obligations under the Credit Facility could be accelerated, the applicable interest rate under the Credit Facility could be increased, the loan commitments could be terminated, our subsidiaries that have guaranteed the Credit Facility could be required to pay the obligations in full, and our lenders would be permitted to exercise remedies with respect to all of the collateral that is securing the Credit Facility, including substantially all of our and our subsidiary guarantors’ assets. Any such default that is not cured or waived could have a material adverse effect on our liquidity and financial condition. Future maturities of principal under the Term Loan are as follows for the years ending December 31, in thousands: 2017 $ 5,469 2018 6,250 2019 110,918 $ 122,637 We had $122.6 million outstanding under our Term Loan at December 31, 2016 . As of December 31, 2016 , we had no balance outstanding under our Revolving Facility, and we had a $40.0 million outstanding balance as of December 31, 2015 . The weighted-average interest rate of short-term borrowings during the years ended December 31, 2016 and 2015 , was 1.75% and 1.58% , respectively. As of December 31, 2016 , $200.0 million was available under our Revolving Facility, of which $10.0 million was available for the issuance of letters of credit and $20.0 million for swingline loans. We had unamortized debt issuance costs of $1.3 million and $1.0 million at December 31, 2016 and 2015 , respectively. At December 31, 2016 , the Term Loan was carried net of unamortized debt issuance costs of $0.5 million in the accompanying Consolidated Balance Sheets. On March 31, 2016 , the Company entered into two interest rate swap agreements (“Swap Agreements”), which are designed to mitigate our exposure to interest rate risk associated with a portion of our variable rate debt. The Swap Agreements cover an aggregate notional amount of $75.0 million from March 2016 to September 2019 by replacing the obligation’s variable rate with a blended fixed rate of 0.89% . The Company designated the Swap Agreements as cash flow hedges of interest rate risk. See additional information related to the Swap Agreements at Note 14 . We entered into an amendment of the Credit Facility in February 2017 which, among other changes, provides for an incremental $200.0 million delayed draw term loan that is available to be drawn until May 31, 2017 , extends the maturity of the Credit Facility to February 24, 2022 , and amends the amortization schedule for the Term Loan. Under the amended amortization schedule, the Company will make quarterly principal payments of 0.6% of the Term Loan's and Delayed Draw Term Loan's respective outstanding balances beginning June 30, 2017 . The quarterly payment amounts increase to 1.3% of their respective outstanding balances beginning on June 30, 2018 , and to 2.5% beginning on June 30, 2020 . Any remaining principal balance on Term Loan and Delayed Draw Term Loan is due on the date of maturity, February 24, 2022 . With the new delayed draw term loan, the existing Term Loan, and the Revolving Facility, the Credit Facility now includes $522.6 million of drawn or available credit. See additional discussion of the amendment in Note 20 , Subsequent Events. |
Stock-based Expense
Stock-based Expense | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Expense | Stock-based Expense Our Amended and Restated 1998 Stock Incentive Plan (“Stock Incentive Plan”) provided for awards which could be granted in the form of incentive stock options, non-qualified stock options, restricted stock, stock appreciation rights, and performance restricted stock. In August 2010, we discontinued issuance of new awards under the Stock Incentive Plan and concurrently adopted the 2010 Equity Incentive Plan ("Equity Incentive Plan"). The Equity Incentive Plan, as amended, provides for awards which may be granted in the form of incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, and performance shares under substantially the same terms as the Stock Incentive Plan. We also grant awards to our directors in accordance with the Board of Directors Policy (“Board Plan”). Prior to 2010, these awards were generally in the form of stock options. Beginning in 2010, the awards granted to our directors are generally in the form of restricted stock. The awards granted to directors generally vest ratably over a period of four quarters; however, should a director leave the board, we have the right to repurchase shares as if the awards vested on a pro rata basis. In connection with our acquisition of Multifamily Technology Solutions, Inc. ("MTS"), on August 24, 2011, we assumed 349,693 non-qualified and incentive stock options granted from MTS’s 2005 Equity Incentive Plan (“MTS Plan”) for 96 employees. Assumed options were converted to equivalent stock-based awards of RealPage based on the ratio of our fair market value of stock to the fair market value of MTS’s stock on the acquisition date. The number of shares and ratio of exercise price to market price were equitably adjusted to preserve the intrinsic value of the awards as of immediately prior to the acquisition. The conversion was accounted for as a modification, which did not result in an incremental increase in the fair value of the assumed option awards. The majority of assumed options vest over a four -year period at a rate of 25% or 20% after one year and then monthly on a straight-line basis thereafter while others vest ratably over a four -year period. Options granted generally are exercisable up to ten years . No further options will be granted under the MTS Plan. Our board of directors periodically approves increases to the number of shares of common stock reserved for issuance under the Equity Incentive Plan. At December 31, 2016 and 2015 , there were 27,634,259 and 25,634,259 shares of the Company's common stock reserved for awards under the Equity Incentive Plan, respectively. The exercise of stock options and grants of restricted stock are fulfilled through the issuance of previously authorized but unissued common stock shares. Total compensation expense related to our stock-based expense plans was $36.9 million , $38.1 million , and $37.1 million for the years ended December 31, 2016 , 2015 , and 2014 , respectively. During the years ended December 31, 2016 , 2015 , and 2014 , we recognized a tax benefit of $13.9 million , $14.4 million , and $14.0 million , respectively. Total unrecognized compensation expense related to our stock-based expense plans was $42.9 million at December 31, 2016 , and is expected to be recognized over a weighted average period of 1.8 years. Cash proceeds related to stock-based expense transactions totaled $28.5 million , $12.1 million , and $9.9 million during the years ended December 31, 2016 , 2015 , and 2014 , respectively. Stock Option Awards Stock options granted prior to February 2014 generally vest over a period of sixteen quarters, with 75% vesting ratably over fifteen quarters and the remaining 25% vesting in the sixteenth quarter. Beginning in February 2014, stock options granted generally vest ratably over a period of twelve quarters. Expense is recognized over the requisite service period in a manner that reflects the vesting of the related awards. Awards under the plan generally expire ten years from the date of the grant. All outstanding options were granted at exercise prices equal to or exceeding our estimate of the fair market value of our common stock at the date of grant. The following table summarizes stock option transactions under our Stock Incentive Plan, Equity Incentive Plan, Board Plan, and MTS Plan: Number of Shares Range of Exercise Prices Weighted Average Exercise Price January 1, 2014 5,914,802 $ 0.91 – $ 29.50 $ 18.56 Granted 1,934,031 15.19 – 21.54 17.68 Exercised (907,765 ) 0.91 – 21.60 10.92 Forfeited/cancelled (1,336,894 ) 4.28 – 29.50 20.93 Expired (37,286 ) 19.78 – 24.64 24.02 Balance at December 31, 2014 5,566,888 0.91 – 29.50 18.89 Granted 2,434,198 18.79 – 23.10 19.81 Exercised (809,303 ) 0.91 – 21.60 14.97 Forfeited/cancelled (1,389,910 ) 5.04 – 29.50 20.54 Balance at December 31, 2015 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 The below table provides information regarding outstanding stock options which were fully vested and expected to vest and exercisable options at December 31: 2016 2015 Options Fully Vested and Expected to Vest Options Exercisable Options Fully Vested and Expected to Vest Options Exercisable Number of options 3,606,462 2,477,474 5,795,711 2,843,655 Weighted-average remaining contractual term (in years) 6.5 5.9 7.5 6.4 Weighted-average exercise price $ 19.58 $ 19.24 $ 19.43 $ 18.67 Aggregate intrinsic value, in thousands $ 37,581 $ 26,659 $ 21,080 $ 13,316 The aggregate intrinsic value of options exercised during the years ended December 31, 2016 , 2015 , and 2014 , was $11.3 million , $5.0 million , and $8.5 million , respectively. The fair value of each stock option grant was estimated as of the date of grant using the Black Scholes option-pricing model with the following weighted-average assumptions and resulting weighted-average fair value per share for the years ended December 31, 2015 and 2014 . There were no stock options awarded during the year ended December 31, 2016 . 2015 2014 Risk-free interest rate 1.5 % 1.3 % Expected option life (in years) 4.6 4.4 Expected volatility 42.3 % 42.8 % Weighted-average grant date fair value $ 7.42 $ 6.44 Risk-free interest rate. This is the average U.S. Treasury rate (having a term that most closely approximates the expected life of the option) for the period in which the option was granted. Expected option life. This is the period of time that the options granted are expected to remain outstanding. This estimate is primarily based on the historical experience of the plans. Forfeiture rate. This is the projected annual rate at which we expect awards to be forfeited in the future. We used a forfeiture rate of zero to value the awards granted during 2015 and 2014 due to the timing of when our shares vest and the expense is recorded. Expected volatility. Volatility is a measure of the amount by which a financial variable, such as a share price, has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. During 2015, we began estimating expected volatility based solely on the Company's historic and expected volatility. In previous years, we estimated expected volatility using a blend of the Company's historic and expected volatility and that of publicly traded peers. Dividend yield. This metric indicates how much the Company is expected to pay out in dividends relative to its share price during a period. We utilized a dividend yield of zero in estimating the fair value of stock options awarded in 2015 and 2014 , as we do not anticipate paying dividends in the foreseeable future. Restricted Stock Awards Restricted stock awards entitle the holder to receive shares of our common stock as the award vests. Grants of restricted stock are classified as time-based, market-based, or performance-based depending on the vesting criteria of the award. Time-based restricted stock awards: Time-based restricted stock awards granted prior to February 2014, generally vest ratably over sixteen quarters following the date of grant. Awards granted during 2014 and 2015, generally vest ratably over a period of twelve quarters beginning on the first day of the quarter immediately following the grant date. Beginning in 2016, awards granted generally vest ratably over a period of twelve quarters beginning on the first day of the second calendar quarter immediately following the grant date. The fair value of time-based restricted stock awards is based on the closing price of our common stock on the date of grant. Compensation expense for time-based restricted stock awards is recognized over the vesting period on a straight-line basis. During the years ended December 31, 2016 , 2015 , and 2014 , the Company issued time-based restricted shares with an aggregate grant-date fair value of $16.9 million , $21.5 million , and $23.3 million vested, respectively. A summary of time-based restricted stock award activity is presented in the table below. Number of Shares Weighted Average Grant-Date Fair Value Non-vested shares at January 1, 2014 2,090,803 $ 22.10 Granted 1,238,226 17.69 Vested (1,101,143 ) 21.18 Forfeited/cancelled (603,367 ) 20.36 Non-vested shares at December 31, 2014 1,624,519 20.01 Granted 913,077 19.84 Vested (1,077,102 ) 19.78 Forfeited/cancelled (391,788 ) 18.65 Non-vested shares at December 31, 2015 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 Market-based restricted stock awards: Market-based restricted stock awards become eligible for vesting upon on the achievement of specific market-based conditions based on the per share price of the Company's common stock. Shares that become eligible to vest, if any, become Eligible Shares. Eligible Shares generally vest ratably over a period of four quarters, beginning on the first day of the quarter immediately after they become Eligible Shares. Vesting is conditional upon the recipient remaining a service provider, as defined in the plan document, to the Company through each applicable vesting date. A summary of market-based restricted stock award activity is presented in the table below. Number of Shares Weighted Average Grant-Date Fair Value Balance at January 1, 2014 — $ — Granted 520,000 11.26 Balance at December 31, 2014 520,000 11.26 Granted 691,165 11.59 Forfeited/cancelled (196,070 ) 9.39 Balance at December 31, 2015 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 We estimate the fair value of market-based restricted stock awards using a discrete model to analyze the fair value of the subject shares. The discrete model utilizes multiple stock price-paths, through the use of Monte Carlo simulation, which are then analyzed to determine the fair value of the subject shares. The weighted average of assumptions used to value awards granted during 2016 and 2015 , were as follows: 2016 2015 2014 Risk-free interest rate 1.1 % 1.1 % 1.1 % Expected volatility 41.5 % 38.7 % 43.6 % Risk-free interest rate. We estimated the risk-free rate from the three year U.S. Treasury strip note yield curve as of the valuation date. Expected volatility. Similar to the methodology for stock options described above, the Company now estimates expected volatility based solely on the Company's historic and expected volatility rate. In previous years, we estimated expected volatility using a blend of the Company's historic and expected volatility and that of publicly traded peers. Expense related to the market-based restricted stock awards is recognized over the requisite service period using the graded-vesting attribution method. The requisite service period is a measure of the expected time to achieve the specified market condition plus the time-based vesting period. The expected time to achieve the market condition is estimated utilizing a Monte Carlo simulation, considering only those stock price-paths in which the market condition was achieved. The estimated requisite service period for market-based restricted stock shares issued in 2016 ranged from seven to nine quarters. Market-based restricted stock awards granted in 2015 had requisite service periods ranging between five to eleven quarters. Performance-based restricted stock awards: The Company has also granted performance-based restricted stock awards. These awards become eligible to vest if specified performance targets are achieved prior to the performance deadline. Subsequent to achievement of the performance target the awards vest quarterly over a one-year service period. The performance-based restricted stock awards are forfeited if the performance targets are not achieved prior to the performance deadline. Compensation expense for performance-based restricted stock awards is recognized on a straight-line basis over the requisite service period, which includes both the performance period and the subsequent time-based vesting period. Expense is only recognized if it is determined that achievement of the performance condition is probable. The fair value of performance-based restricted stock awards is based on the closing price of our common stock on the date of grant. A summary of performance-based restricted stock award activity is presented in the table below: Number of Shares Weighted Average Grant-Date Fair Value Non-vested shares at January 1, 2014 70,000 $ 18.10 Forfeited/cancelled (70,000 ) 18.10 Non-vested shares at December 31, 2014 — — Granted 20,000 18.79 Non-vested shares at December 31, 2015 20,000 18.79 Forfeited/cancelled (20,000 ) 18.79 Non-vested shares at December 31, 2016 — — |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Lease Commitments The Company leases office facilities and equipment for various terms under long-term, non-cancellable operating lease agreements. The leases expire at various dates through 2028 and provide for renewal options. The agreements generally require the Company to pay for executory costs such as real estate taxes, insurance, and repairs. In connection with our 2016 acquisitions, the Company assumed non-cancellable operating leases for equipment and office space. Office leases assumed include locations in Costa Mesa, California; Tampa, Florida; Ann Arbor, Michigan; and Bloomington, Minnesota. The office leases expire at various dates through 2020 and have terms substantially similar to our other office leasing arrangements. Equipment leases assumed by the Company include leases for equipment used in the general operation of the business and have lease terms expiring through 2020 . These agreements have terms substantially similar to our other equipment leasing arrangements. In May 2015 , the Company entered into a lease agreement for office space located in Richardson, Texas to serve as our new corporate headquarters and data center. The lease is for a term of twelve years , beginning in 2016, and includes optional extension periods. The lease agreement contains provisions for rent escalations over the term of the lease and leasehold improvement incentives. In July 2015 , the Company entered into an amendment to the lease agreement which increased the amount of leased space. The lease was again amended in July 2016 , which permitted an increase in our tenant improvement allowance. We completed the move of our corporate headquarters and data center to this new facility in the third quarter of 2016. Our lease for our previous corporate headquarters expired in December 2016. At December 31, 2016 and 2015 , we had a receivable for incentives under this lease of zero and $19.4 million , respectively. The decrease in the lease incentives receivable balance between the periods is attributable to reimbursements received from the landlord for completed leasehold improvements. The lease receivable is included in "Other current assets" in the accompanying Consolidated Balance Sheets. Rent expense was $14.7 million , $10.9 million , and $11.1 million for the years ended December 31, 2016 , 2015 , and 2014 , respectively. Minimum annual rental commitments under non-cancellable operating leases were as follows at December 31, 2016 : Minimum Lease Commitments (in thousands) 2017 $ 11,195 2018 11,160 2019 9,864 2020 7,911 2021 7,271 Thereafter 48,640 $ 96,041 Guarantor Arrangements We have agreements whereby we indemnify our officers and directors for certain events or occurrences while the officer or director is or was serving at our request in such capacity. The term of the indemnification period is for the officer or director’s lifetime. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have a director and officer insurance policy that limits our exposure and enables us to recover a portion of any future amounts paid. As a result of our insurance policy coverage, we believe the estimated fair value of these indemnification agreements is minimal. Accordingly, we had no liabilities recorded for these agreements as of December 31, 2016 or 2015 . In the ordinary course of our business, we include standard indemnification provisions in our agreements with our clients. Pursuant to these provisions, we indemnify our clients for losses suffered or incurred in connection with third-party claims that our products infringed upon any U.S. patent, copyright, trademark, or other intellectual property right. Where applicable, we generally limit such infringement indemnities to those claims directed solely to our products and not in combination with other software or products. With respect to our products, we also generally reserve the right to resolve such claims by designing a non-infringing alternative, by obtaining a license on reasonable terms, or by terminating our relationship with the client and refunding the client’s fees. The potential amount of future payments to defend lawsuits or settle indemnified claims under these indemnification provisions is unlimited in certain agreements; however, we believe the estimated fair value of these indemnification provisions is minimal, and, accordingly, we had no liabilities recorded for these agreements as of December 31, 2016 or 2015 . Litigation From time to time, in the normal course of our business, we are a party to litigation matters and claims. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict and our view of these matters may change in the future as the litigation and events related thereto unfold. We expense legal fees as incurred. Insurance recoveries associated with legal costs incurred are recorded when they are deemed probable of recovery. In March 2015, we were named in a purported class action lawsuit in the United States District Court for the Eastern District of Pennsylvania, styled Stokes v. RealPage, Inc. , Case No. 2:15-cv-01520. The claims in this purported class action relate to alleged violations of the Fair Credit Reporting Act (“FCRA”) in connection with background screens of prospective tenants of our clients. On January 25, 2016, the court entered an order placing the case on hold until the United States Supreme Court issued its decision in Spokeo, Inc. v. Robins, which case addressed issues related to standing to bring claims related to the FCRA. On May 16, 2016, the U.S. Supreme Court issued its opinion in the Spokeo litigation, vacating the decision of the United States Court of Appeals for the Ninth Circuit, and remanding the case for further consideration by the U.S. Court of Appeals. Following the Supreme Court’s decision in Spokeo, the judge in the Stokes case lifted the stay. On June 24, 2016, we filed a motion to dismiss certain claims made in the case based upon the Spokeo decision. On October 19, 2016, the U.S. District Court denied the motion to dismiss. We intend to defend this case vigorously. In November 2014, we were named in a purported class action lawsuit in the United States District Court for the Eastern District of Virginia, styled Jenkins v. RealPage, Inc. , Case No. 3:14cv758. The claims in this purported class action relate to alleged violations of the FCRA in connection with background screens of prospective tenants of our clients. This case has since been transferred to the United States District Court for the Eastern District of Pennsylvania. On January 25, 2016, the court entered an order placing the case on hold until the United States Supreme Court issued its decision in the Spokeo case. Following the Supreme Court’s decision in Spokeo , the judge in the Jenkins case lifted the stay. On June 24, 2016, we filed a motion to dismiss certain claims made in the case based upon the Spokeo decision. On October 19, 2016, the U.S. District Court denied the motion to dismiss. We intend to defend this case vigorously. On February 23, 2015, we received from the Federal Trade Commission ("FTC") a Civil Investigative Demand consisting of interrogatories and a request to produce documents relating to our compliance with the FCRA. We have responded to the request and requests for additional information by the FTC. At this time, we do not have sufficient information to evaluate the likelihood or merits of any potential enforcement action, or to predict the outcome or costs of responding to, or the costs, if any, of resolving this investigation. During 2014, we expensed $4.7 million , inclusive of the settlements and other associated costs, related to litigation settled during that period. The litigation related to reimbursement claims made against us, each by a primary and an excess layer errors and omissions insurance carrier. The carriers were seeking reimbursement of claims formerly funded by them relating to a litigation matter settled in 2012. At December 31, 2016 and 2015 , we had accrued amounts for estimated settlement losses related to legal matters. The Company does not believe there is a reasonable possibility that a material loss exceeding amounts already recognized may have been incurred as of the date of the balance sheets presented herein. We are involved in other litigation matters not described above that are not likely to be material either individually or in the aggregate based on information available at this time. Our view of these matters may change as the litigation and events related thereto unfold. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) per Share Basic net income (loss) per share was computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share was computed by using the weighted average number of common shares outstanding, including potential dilutive shares of common stock assuming the dilutive effect of outstanding stock options and restricted stock using the treasury stock method. Weighted average shares from common share equivalents in the amount of 220,473 , 912,257 , and 1,273,889 were excluded from the dilutive shares outstanding because their effect was anti-dilutive for the years ended December 31, 2016 , 2015 , and 2014 , respectively. The following table presents the calculation of basic and diluted net income (loss) per share attributable to common stockholders: Year Ended December 31, 2016 2015 2014 (in thousands, except per share amounts) Numerator: Net income (loss) $ 16,650 $ (9,218 ) $ (10,274 ) Denominator: Basic: Weighted average shares used in computing basic net income (loss) per share: 76,854 76,689 76,991 Diluted: Weighted average shares used in computing basic net income (loss) per share: 76,854 76,689 76,991 Add weighted average effect of dilutive securities: Stock options and restricted stock 989 — — Weighted average shares used in computing diluted net income (loss) per share: 77,843 76,689 76,991 Net income (loss) per share attributable to common stockholders: Basic $ 0.22 $ (0.12 ) $ (0.13 ) Diluted $ 0.21 $ (0.12 ) $ (0.13 ) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The domestic and foreign components of income (loss) before income taxes were as follows: Year Ended December 31, 2016 2015 2014 (in thousands) Domestic $ 23,817 $ (15,777 ) $ (18,768 ) Foreign 3,669 2,713 2,161 Total $ 27,486 $ (13,064 ) $ (16,607 ) Our income tax expense (benefit) consisted of the following components: Year Ended December 31, 2016 2015 2014 (in thousands) Current: Federal $ 401 $ 162 $ — State 756 797 437 Foreign 449 414 550 Total current income tax expense 1,606 1,373 987 Deferred: Federal 9,055 (5,075 ) (6,611 ) State 235 156 (460 ) Foreign (60 ) (300 ) (249 ) Total deferred income tax expense (benefit) 9,230 (5,219 ) (7,320 ) Total income tax expense (benefit) $ 10,836 $ (3,846 ) $ (6,333 ) The reconciliation of our income tax expense (benefit) computed at the U.S. federal statutory tax rate to the actual income tax expense (benefit) is as follows: Year Ended December 31, 2016 2015 2014 (in thousands) Expense derived by applying the Federal income tax rate to income (loss) before income taxes $ 9,620 $ (4,572 ) $ (5,813 ) State income tax, net of federal benefit 735 561 (177 ) Foreign income tax (922 ) (813 ) (477 ) Benefit of assets not previously recognized — — (516 ) Nondeductible expenses 545 418 454 Fair value adjustment on stock acquisition 150 (52 ) (28 ) Stock-based expense 285 209 223 Reduction in available Federal NOL 255 350 — Other 168 53 1 Total income tax expense (benefit) $ 10,836 $ (3,846 ) $ (6,333 ) Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of our assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets and liabilities are as follows: December 31, 2016 2015 (in thousands) Deferred tax assets: Reserves, deferred revenue and accrued liabilities $ 22,518 $ 8,107 Stock-based expense 17,184 15,112 Net operating loss carryforwards and tax credits 16,193 13,733 Total deferred tax assets 55,895 36,952 Deferred tax liabilities: Property, equipment, and software (25,626 ) (10,041 ) Intangible assets (10,514 ) (11,563 ) Other (4,090 ) (3,297 ) Total deferred tax liabilities (40,230 ) (24,901 ) Net deferred tax assets $ 15,665 $ 12,051 We periodically evaluate the realizability of our deferred tax assets. If we determine that it is more likely than not that all or a portion of such assets are not realizable, we provide a valuation allowance against the assets. We determined that no valuation allowance was required at December 31, 2016 or 2015 . The determination of the level of valuation allowance, if any, required at any time is based on a forecast of future taxable income that includes many judgments and assumptions. Accordingly, it is at least reasonably possible that future changes in one or more assumptions may lead to a change in judgment regarding the level of valuation allowance required in future periods. The acquisition of the stock of NWP in March 2016 resulted in an additional net deferred tax asset of $11.2 million . This net asset includes approximately $9.6 million related to additional deferred tax assets from federal NOLs and $0.3 million related to state NOLs; $3.3 million related to property, equipment, and software; inventory and accrued expenses; and $2.0 million of deferred tax liability related to intangibles. The acquisition of the stock of AssetEye in May 2016 resulted in additional deferred tax liabilities of $0.9 million related to intangibles. The company had no federal or state NOL carryovers. Our tax-effected federal and state NOL carryforwards of $13.4 million and $1.5 million , respectively, and our combined federal and state tax credits of $1.3 million comprise a major component of our deferred tax assets. If not used, the underlying gross federal NOLs totaling $38.3 million will begin to expire in 2022 and the underlying state NOLs totaling $19.4 million will begin to expire in 2017 , with less than $5.0 million expiring in the next five years . Approximately $0.1 million of our credits expire in 2026 , and the balance has no expiration date. In addition to the NOLs just described, we also have gross federal and state NOLs of $120.6 million and $41.2 million , respectively, for which we have not recognized benefit for financial reporting purposes. These unrecognized NOLs result from the excess of stock-based compensation deductions for tax return purposes over the expense recognized for financial reporting purposes that has not yet been realized in actual tax returns. The benefit from these excess stock compensation federal and state NOLs of approximately $42.2 million and $1.9 million , respectively, less any valuation reserve determined to be required, will be credited to retained earnings upon the Company's adoption of ASU 2016-09 effective January 1, 2017. We use the "with-and-without" method, as described in ASC 740, for purposes of determining when excess tax benefits have been realized. In 2016 and 2015 , we recognized excess stock compensation benefits from NOLs of $3.1 million and $0.4 million , respectively. Net operating losses that we have generated are not currently subject to the Section 382 limitation; however, $37.6 million of net operating losses generated by our subsidiaries prior to our acquisition of them are subject to the Section 382 limitation. The limitation on these pre-acquisition net operating loss carryforwards will fully expire in 2035. A cumulative change in ownership among material shareholders, as defined in Section 382 of the Internal Revenue Code, during a three years period also may limit utilization of the federal net operating loss carryforwards. Our subsidiary in Hyderabad, India benefited from a tax holiday granted under the Software Technology Parks of India program that began upon commencement of business operations in 2008 and continued through March 31, 2011 . During this holiday period, we were required to pay a minimum alternative tax which was available to reduce our post-holiday tax liability. Effective July 8, 2013 , this subsidiary began to benefit from a tax holiday under the Special Economic Zone program. This benefit was initially granted for a five years period and applies to a portion of our operations in this location. The expiration of this tax holiday will increase our effective income tax rate. As a result of this tax holiday, the Company realized tax savings of $0.2 million , $0.4 million , and $0.2 million for the years ended December 31, 2016 , 2015 , and 2014 , respectively. Our subsidiary in Manila, Philippines has benefited from Philippines income tax holiday incentives pursuant to registration with the Philippine Economic Zone Authority ("PEZA"). We have four PEZA projects that have their own income tax holiday, and applications had to be made for each project. Each PEZA project has an income tax holiday that extends past December 31, 2016 , except for one that expired on November 30, 2016 . This project application was not renewed; therefore, we have to pay Philippine income tax on the net income for the month of December 2016. The expiration of this tax holiday will increase our effective tax rate in 2017 approximately 0.2% . Tax savings realized under the Philippine tax holiday incentives were $0.4 million , $0.3 million , and $0.2 million for the years ended December 31, 2016 , 2015 , and 2014 , respectively. We have recognized no provision for U.S federal and state income taxes on undistributed earnings of our foreign subsidiaries totaling approximately $9.5 million as such earnings are expected to be reinvested and are considered permanent in duration. If these earnings were ultimately distributed to the U.S. in the form of dividends or otherwise, or if the shares of the subsidiaries were sold or transferred, we would likely be subject to additional U.S. income taxes, net of the impact of any available foreign tax credits of up to $2.4 million . Uncertain Tax Positions At December 31, 2016 and 2015 , we had no unrecognized tax benefits. Our policy is to include interest and penalties related to unrecognized income tax benefits in income tax expense, and as of December 31, 2016 and 2015 , there were no accrued interest and penalties. We file consolidated and separate tax returns in the U.S. federal jurisdiction and five foreign jurisdictions. We are no longer subject to U.S. federal income tax examinations for years before 2013 and are no longer subject to state and local income tax examinations by tax authorities for years before 2012 ; however, net operating losses from all years continue to be subject to examinations and adjustments for at least three years following the year in which the attributes are used. Our subsidiary, RealPage India Private Limited ("RealPage India"), is currently undergoing an income tax examination for the fiscal years beginning April 1, 2011 and April 1, 2012. The India income tax authorities have assessed RealPage India additional tax and interest of $0.2 million in total for both years. We believe the assessments are incorrect and plan to appeal the decision to the India Commissioner of Income Tax. RealPage India is also under audit for the financial year beginning April 1, 2013, but no assessment has been made at this time. In July 2015, the Company filed amended 2012 and 2013 income tax returns for selected states to correct certain items that were improperly deducted, as determined by the Company subsequent to the initial filings. The primary effect of the amended returns was an immaterial increase in our current state income tax liability and a reduction of our state net operating loss deferred tax asset, net of federal benefit, of approximately $0.6 million . |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company records certain financial liabilities at fair value on a recurring basis. The Company determines fair values based on the price it would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The prescribed fair value hierarchy is as follows: Level 1 - Inputs are quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs are quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable, and market-corroborated inputs which are derived principally from or corroborated by observable market data. Level 3 - Inputs are derived from valuation techniques in which one or more of the significant inputs or value drivers are unobservable. The categorization of an asset or liability within the fair value hierarchy is based on the inputs described above and does not necessarily correspond to the Company’s perceived risk of that asset or liability. Moreover, the methods used by the Company may produce a fair value calculation that is not indicative of the net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments and non-financial assets and liabilities could result in a different fair value measurement at the reporting date. Assets and liabilities measured at fair value on a recurring basis: Interest rate swap agreements: The fair value of the Company’s interest rate derivatives are determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the derivatives. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate swaps. As a result, the Company determined that its interest rate swap valuation in its entirety is classified in Level 2 of the fair value hierarchy. Contingent consideration obligations: Contingent consideration obligations consist of potential obligations related to our acquisition activity. The amount to be paid under these obligations is contingent upon the achievement of stipulated operational or financial targets by the business subsequent to acquisition. The fair value of contingent consideration obligations is estimated using a probability weighted discount model which considers the achievement of the conditions upon which the respective contingent obligation is dependent. The probability of achieving the specified conditions is assessed by applying a Monte Carlo weighted-average model. Inputs into the valuation model include a discount rate specific to the acquired entity, a measure of the estimated volatility, and the risk free rate of return. In addition to the inputs described above, the fair value estimates consider the projected future operating or financial results for the factor upon which the respective contingent obligation is dependent. The fair value estimates are generally sensitive to changes in these projections. We develop the projected future operating results based on an analysis of historical results, market conditions, and the expected impact of anticipated changes in our overall business and/or product strategies. Significant unobservable inputs used in the contingent consideration fair value measurements included the following at December 31, 2016 and 2015 : 2016 2015 Discount rates 14.8 - 27.8% 15.8 - 60.0% Volatility rates 29.9% 37.0 - 53.5% Risk free rate of return 0.7% 0.5 - 0.9% The following tables disclose the assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 and 2015 , by the fair value hierarchy levels as described above: Fair value at December 31, 2016 Total Level 1 Level 2 Level 3 (in thousands) Assets: Interest rate swap agreements $ 1,098 $ — $ 1,098 $ — Liabilities: Contingent consideration related to the acquisition of: Indatus 2 — — 2 AssetEye 539 — — 539 Total liabilities measured at fair value $ 541 $ — $ — $ 541 Fair value at December 31, 2015 Total Level 1 Level 2 Level 3 (in thousands) Liabilities: Contingent consideration related to the acquisition of: Indatus $ 814 $ — $ — $ 814 VRX 27 — — 27 Total liabilities measured at fair value $ 841 $ — $ — $ 841 There were no assets measured at fair value on a recurring basis at December 31, 2015 . There were no transfers between Level 1 and Level 2, or between Level 2 and Level 3 measurements during the years ended December 31, 2016 and 2015 . Changes in the fair value of Level 3 measurements for the reporting periods were as follows during the years ended December 31, 2016 and 2015 , in thousands: Balance at January 1, 2015 $ 4,150 Initial contingent consideration 1,414 Settlements through cash payments (1,179 ) Net gain on change in fair value (3,544 ) Balance at December 31, 2015 841 Initial contingent consideration 245 Net gain on change in fair value (545 ) Balance at December 31, 2016 $ 541 Gains and losses resulting from changes in the fair value of the above liabilities are included in "General and administrative" expense in the accompanying Consolidated Statements of Operations. Assets and liabilities measured at fair value on a non-recurring basis: During 2015, the Company identified triggering events which required the assessment of impairment for certain trade names related to prior acquisitions. The fair value of the trade names was determined through an income approach utilizing projected discounted cash flows. This method is consistent with the method the Company has employed in prior periods to value other indefinite-lived assets. Impairments of the trade names were determined by comparing the estimated fair value to the related carrying value. The inputs utilized in the discounted cash flow analysis are classified as Level 3 inputs within the fair value hierarchy. Significant unobservable inputs used in deriving the fair value included the royalty rate applied to the projected revenue stream and the discount rate used to determine the present value of the estimated future cash flows. Through the application of this approach, we concluded the aggregate fair value of the trade names was $5.1 million at September 30, 2015. The Company believes that the method used to determine the fair value of the assets was reasonable. In October 2016, the Company entered into an agreement with A Place for Mom whereby we sold certain assets associated with our senior living referral services, including certain indefinite-lived trade names. Based on the status of the negotiations, we concluded there was a possibility that the negotiated assets could be impaired and performed an impairment analysis as of September 30, 2016. We estimated the aggregate fair value of the negotiated assets to be $5.0 million at September 30, 2016, based on the price at which they were sold in October 2016 in an arms-length transaction with an unrelated party. The method utilized incorporated significant unobservable inputs and the Company concluded that the measurement should be classified within Level 3. There were no liabilities measured at fair value on a non-recurring basis at December 31, 2016 and 2015 . Financial Instruments The financial assets and liabilities that are not measured at fair value in our Consolidated Balance Sheets include cash and cash equivalents, restricted cash, accounts receivable, cost-method investments, accounts payable and accrued expenses, acquisition-related deferred cash obligations, and obligations under the Credit Facility. The carrying values of cash and cash equivalents; restricted cash; accounts receivable; and accounts payable and accrued expenses reported in our Condensed Consolidated Balance Sheets approximates fair value due to the short term nature of these instruments. Acquisition-related deferred cash obligations are recorded on the date of acquisition at their estimated fair value, based on the present value of the anticipated future cash flows. The difference between the amount of the deferred cash obligation to be paid and its estimated fair value on the date of acquisition is accreted over the obligation period. As a result, the carrying value of acquisition-related deferred cash obligations approximates their fair value. The Company concluded that the fair value estimates described above should be categorized within Level 3. Due to its short-term nature and market-indexed interest rates, we concluded that the carrying value of the Revolving Facility approximates its fair value at December 31, 2015. The estimated fair value of our obligations under the Term Loan was $122.5 million at December 31, 2016 . The fair value of the Term Loan was estimated by discounting future cash flows using prevailing market interest rates on debt with similar creditworthiness, terms, and maturities. The Company concluded that the fair value of the Company's debt should be categorized within Level 2. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity On May 6, 2014, our board of directors approved a share repurchase program authorizing the repurchase of up to $50.0 million of our outstanding common stock for a period of up to one year after the approval date. Shares repurchased under the plan are retired. In May 2015, our board of directors approved an extension of the share repurchase program through May 6, 2016 , permitting the repurchase of up to $50.0 million of our common stock during the period commencing on the extension date and ending on May 6, 2016 . On April 26, 2016 , our board of directors approved another one year extension of the share repurchase program. The terms of the extension permit the repurchase of up to $50.0 million of our common stock during the period commencing on the extension day and ending on May 6, 2017 . Repurchase activity during the years ended December 31, 2016 , 2015 , and 2014 was as follows: Year Ended December 31, 2016 2015 2014 Number of shares repurchased 1,012,823 1,798,199 966,595 Weighted-average cost per share $ 20.98 $ 19.51 $ 16.06 Total cost of shares repurchased, in thousands $ 21,244 $ 35,083 $ 15,521 |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments On March 31, 2016 , the Company entered into two Swap Agreements, which are designed to mitigate our exposure to interest rate risk associated with a portion of our variable rate debt. The Swap Agreements cover an aggregate notional amount of $75.0 million from March 2016 to September 2019 by replacing the obligation’s variable rate with a blended fixed rate of 0.89% . The Company designated the Swap Agreements as cash flow hedges of interest rate risk. The effective portion of changes in the fair value of Swap Agreements is recorded in accumulated other comprehensive income (loss) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in the fair value of the Swap Agreements is recognized directly in earnings. During the fiscal year ended December 31, 2016 , we recognized a gain on the ineffective portion of the Swap Agreement of $0.2 million . Amounts reported in accumulated other comprehensive loss related to the Swap Agreements will be reclassified to interest expense as interest payments are made on our variable-rate debt. The Company estimates that an additional $0.1 million will be reclassified as a decrease to interest expense during the twelve-month period ending December 31, 2017 . The table below presents the notional and fair value of the Swap Agreements as well as their classification on the Consolidated Balance Sheet as of December 31, 2016 : Balance Sheet Location Notional Fair Value (in thousands) Derivatives designated as cash flow hedging instruments: Swap Agreements Other assets $ 75,000 $ 1,098 The Company does not offset the fair value of the Swap Agreements in an asset position against the fair value of the Swap Agreements in a liability position on the Consolidated Balance Sheet. As of December 31, 2016 , the Company has not posted any collateral related to the Swap Agreements. If the Company had breached any of the Swap Agreement’s default provisions at December 31, 2016 , it could have been required to settle its obligations under the Swap Agreements at their termination value of $1.1 million . The table below presents the amount of gains and/or losses related to the effective and ineffective portions of the Swap Agreements and their location on the Consolidated Statements of Operations and the Consolidated Statements of Comprehensive Income (Loss) for the fiscal year ended December 31, 2016 : Effective Portion Ineffective Portion Derivatives Designated as Cash Flow Hedges Gain Recognized in OCI Location of Gain Recognized in Income Gain Recognized in Income Location of Gain Recognized in Income Gain Recognized in Income (in thousands) Swap Agreements $ 946 Interest expense and other $ 226 Interest expense and other $ 152 |
Comprehensive Income (Loss) (No
Comprehensive Income (Loss) (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Comprehensive Income (Loss) | Comprehensive Income (Loss) The following table presents the changes, and related tax effects, of each component of accumulated other comprehensive income (loss) for the fiscal years ended December 31, 2016 , 2015 , and 2014 : Foreign Currency Swap Agreements Total (in thousands) Balance at January 1, 2014 $ (162 ) $ — $ (162 ) Other comprehensive loss, net (47 ) — (47 ) Balance at December 31, 2014 (209 ) — (209 ) Other comprehensive loss, net (337 ) — (337 ) Balance at December 31, 2015 (546 ) — (546 ) Other comprehensive income, net (43 ) 720 677 Reclassifications into earnings — 226 226 Income tax provision — (410 ) (410 ) Balance at December 31, 2016 $ (589 ) $ 536 $ (53 ) |
Funds Held for Others
Funds Held for Others | 12 Months Ended |
Dec. 31, 2016 | |
Funds Held for Others [Abstract] | |
Funds Held for Others | Funds Held for Others In connection with our payment processing services, we collect tenant funds and subsequently remit these tenant funds to our clients after varying holding periods. These funds are settled through our Originating Depository Financial Institution (“ODFI”) custodial accounts at major banks. The ODFI custodial account balance was $76.4 million and $83.0 million , and the related client deposit liability was $76.4 million and $83.0 million at December 31, 2016 and 2015 , respectively. The ODFI custodial account balances are included in our Consolidated Balance Sheets as restricted cash. The corresponding liability for these custodial balances is reflected as client deposits. In connection with the timing of our payment processing services, we are exposed to credit risk in the event of nonperformance by other parties, such as returned checks. We utilize credit analysis and other controls to manage the credit risk exposure. We have not experienced any material credit losses to date. Any expected losses are included in our allowance for doubtful accounts. The ODFI custodial accounts are in the name of RealPage Payment Processing Services, Inc. (“RPPS”), a bankruptcy-remote, special-purpose entity, that is a wholly owned subsidiary of the Company. We provide processing and administrative services to RPPS through a services agreement. The obligations of RPPS under the ODFI custodial account agreements are guaranteed by us. In connection with our renter insurance products, we collect premiums from policy holders and subsequently remit the premium, net of our commission, to the underwriter. We maintain separate accounts for these transactions. We had $1.5 million and $1.3 million in restricted cash related to these renter insurance products at December 31, 2016 and 2015 , respectively. Related to these renter insurance products, we had $1.5 million and $1.3 million in client deposits at December 31, 2016 and 2015 , respectively. Additionally, we had $5.8 million and $1.2 million in restricted cash and $5.7 million and $ 1.1 million in client deposits related to our utility management solutions at December 31, 2016 and 2015 , respectively. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans In 1998, our board of directors approved a defined contribution plan that provides retirement benefits under the provisions of Section 401(k) of the Internal Revenue Code. Our 401(k) Plan (“Plan”) covers substantially all employees who meet a minimum service requirement. Contributions of $2.4 million , $1.9 million , and $1.3 million were made by us under the Plan for the years ended December 31, 2016 , 2015 , and 2014 , respectively. The Company sponsors various retirement plans for its non-U.S. employees. Accrued liabilities related to obligations under these plans totaled $0.9 million , $0.7 million , and $0.6 million as of December 31, 2016 , 2015 , and 2014 , respectively, and are included in current liabilities in the accompanying Consolidated Balance Sheets. |
Cost Method Investments (Notes)
Cost Method Investments (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Investments, All Other Investments [Abstract] | |
Cost Method Investments | Cost Method Investments In August 2016, we acquired a minority interest in an unrelated company that specializes in the aggregation of commercial lease data (“Investee”). The shares we acquired represent an ownership interest of less than 20% . We evaluated our relationship with the Investee and determined we do not have significant influence over the operations of the Investee nor is it economically dependent upon us. The carrying value of this investment at December 31, 2016 , was $3.0 million and is included in “Other assets” in the accompanying Consolidated Balance Sheets. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (unaudited) | Selected Quarterly Financial Data (unaudited) The following is unaudited quarterly financial information for the years ended December 31, 2016 and 2015 (in thousands, except per share amounts). Three Months Ended December 31, September 30, June 30, March 31, December 31, September 30, June 30, March 31, Revenue: On demand $ 141,627 $ 140,883 $ 136,610 $ 123,411 $ 117,090 $ 116,772 $ 110,640 $ 106,460 On premise 695 682 687 772 669 834 726 741 Professional and other 6,749 6,390 5,422 4,200 3,941 3,982 3,396 3,269 Total revenue 149,071 147,955 142,719 128,383 121,700 121,588 114,762 110,470 Gross profit 87,707 83,844 80,641 73,635 70,882 69,848 66,269 62,908 Net income (loss) 7,361 4,210 2,083 2,996 3,900 (8,192 ) (3,318 ) (1,608 ) Net income (loss) per share attributable to common stockholders: Basic and Diluted $ 0.09 $ 0.05 $ 0.03 $ 0.04 $ 0.05 $ (0.11 ) $ (0.04 ) $ (0.02 ) The above quarterly financial information should be read in conjunction with the consolidated financial statements and notes thereto included herein. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Acquisition Activity In January 2017 , the Company acquired substantially all of the assets of Axiometrics LLC ("Axiometrics"), a leading provider of data and analytics services for the multifamily industry. This acquisition expanded our multifamily data analytics platform and will be integrated with MPF Research, our market research database. Purchase consideration was comprised of a cash payment at closing of $67.5 million , a deferred cash obligation of up to $7.5 million , and contingent cash payments of up to $5.0 million . The deferred cash obligation serves as security for the benefit of the Company against the sellers' indemnification obligations. Subject to any indemnification claims made, the deferred cash obligation will be released over a period of 24 months following the acquisition date. Payment of the contingent cash obligation is dependent upon the achievement of certain revenue targets during the twelve months period ending December 31, 2018 . In February 2017 , we entered into an agreement to acquire Lease Rent Options ("LRO") and related assets from The Rainmaker Group Holdings, Inc. The acquisition of LRO will extend our revenue management footprint, augment our repository of real-time lease transaction data, and increase our data science talent and capabilities. We expect the acquisition of LRO to increase the market penetration of our YieldStar solution and drive additional revenue growth in our asset optimization solutions. Pursuant to the asset purchase agreement, purchase consideration will be comprised of a cash payment at closing of approximately $298.5 million , subject to reduction for outstanding indebtedness, unpaid transaction expenses and a working capital adjustment, and a deferred cash obligation of up to $1.5 million . The deferred cash obligation serves as security for the benefit of the Company against the sellers' indemnification obligations. Subject to any indemnification claims made, the deferred cash obligation will be released approximately twelve months following the acquisition date. The completion of the acquisition remains subject to certain standard conditions, and is expected to close during the second quarter of 2017 . Due to the timing of the acquisitions, certain disclosures required by ASC 805, including the allocation of the purchase price, have been omitted because the initial accounting for the business combinations was incomplete as of the filing date of this report. Such information will be included in the Company's subsequent Form 10-Q. Amendment of the Credit Facility In February 2017 , the Company entered into the Third Amendment to Credit Agreement and Incremental Amendment ("Third Amendment") to the Credit Facility with each of the lenders party thereto and Wells Fargo Bank, National Association, as the administrative agent. The Third Amendment modifies certain terms of the Credit Facility to, among other things, provide for an incremental $200.0 million delayed draw term loan ("Delayed Draw Term Loan") that is available to be drawn until May 31, 2017 , extend the maturity of the Credit Facility to February 24, 2022 , and amend the amortization schedule for the Term Loan. Under the amended amortization schedule, the Company will make quarterly principal payments of 0.6% of the Term Loan's and Delayed Draw Term Loan's respective outstanding balances beginning June 30, 2017 . The quarterly payment amounts increase to 1.3% of their respective outstanding balances beginning on June 30, 2018 , and to 2.5% beginning on June 30, 2020 . Any remaining principal balance on Term Loan and Delayed Draw Term Loan is due on the date of maturity, February 24, 2022 . With the new Delayed Draw Term Loan, the existing Term Loan, and the Revolving Facility, the Credit Facility now includes $522.6 million of drawn or available credit. Except as amended, all of the existing terms of the Credit Facility remain in effect. All of the obligations under the Credit Facility, including the Delayed Draw Term Loan once drawn, are secured by substantially all of the Company's assets and by its existing and future domestic subsidiaries, except certain excluded subsidiaries, as provided in the Credit Facility. Proceeds from the Delayed Draw Term Loan will be used to finance our anticipated acquisition of LRO. |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2016 | |
Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS REALPAGE, INC. December 31, 2016 (in thousands) Allowance for Doubtful Accounts Balance at Beginning of Year Additions Charged to Income Deductions (1) Balance at End of Year Year ended December 31: 2014 $ 914 $ 3,676 $ (2,227 ) $ 2,363 2015 2,363 3,377 (3,422 ) 2,318 2016 2,318 4,786 (4,636 ) 2,468 (1) Uncollectible accounts written off, net of recoveries, and administrative corrections |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements and footnotes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include the accounts of RealPage, Inc. and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Segment and Geographic Information | Segment and Geographic Information Our chief operating decision maker is our Chief Executive Officer, who reviews financial information presented on a company-wide basis. As a result, we determined that the Company has a single reporting segment and operating unit structure. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires our management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant estimates include the allowance for doubtful accounts; the useful lives of intangible assets and the recoverability or impairment of tangible and intangible asset values; fair value measurements; contingent commissions related to the sale of insurance products; purchase accounting allocations and contingent consideration; revenue and deferred revenue and related reserves; stock-based expense; and our effective income tax rate and the recoverability of deferred tax assets, which are based upon our expectations of future taxable income and allowable deductions. Actual results could differ from these estimates. The Company is self-insured for the cost of claims made under its employee medical programs. These costs include an estimate for expected settlements of pending claims and an estimate for claims incurred but not reported. These significant estimates are based on management's assessment of outstanding claims, historical analyses, and current payment trends. |
Concentrations of Credit Risk | Concentrations of Credit Risk Our cash accounts are maintained at various financial institutions and may, from time to time, exceed federally insured limits. The Company has not experienced any losses in such accounts. Concentrations of credit risk with respect to accounts receivable result from substantially all of our clients being in the multifamily rental housing market. Our clients, however, are dispersed across different geographic areas. We do not require collateral from clients. We maintain an allowance for doubtful accounts based upon the expected collectability of accounts receivable. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments with a maturity date, when purchased, of three months or less to be cash equivalents. |
Restricted Cash | Restricted Cash Restricted cash consists of cash collected from tenants that will be remitted primarily to our clients. |
Accounts Receivable | Accounts Receivable Accounts receivable primarily represent trade receivables from clients that we present net of an allowance for doubtful accounts. For several of our solutions, we invoice clients prior to the period in which service is provided. For certain transactions, we have met the requirements to recognize revenue in advance of invoicing the client. In these instances, we record unbilled receivables for the amount that will be due from the client upon invoicing. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of clients to make required payments, or the client canceling prior to the service being rendered. As a result, a portion of our allowance is for services not yet rendered and, therefore, classified as an offset to deferred revenue. In evaluating the sufficiency of the allowance for doubtful accounts we consider the current financial condition of the client, the specific details of the client account, the age of the outstanding balance, the current economic environment, and historical credit trends. Any change in the assumptions used in analyzing a specific account receivable might result in an additional allowance for doubtful accounts being recognized in the period in which the change occurs. Accounts receivable are written off upon determination of non-collectability following established Company policies based on the aging from the accounts receivable invoice date. In the case of balances relating to services not yet rendered, the balance is written off when the client cancels the service or when we determine that the invoiced service will no longer be provided, whichever occurs first. During the years ended December 31, 2016 , 2015 , and 2014 , we incurred bad debt expense of $2.4 million , $2.0 million , and $1.5 million , respectively. Accounts receivable includes commissions due to the Company related to the sale of insurance products to individuals and commissions which are contingent based upon the activity in the underlying policies. Contingent commissions are determined based on a calculation that considers earned agent commissions, a percent of premium retained by our underwriting partner, incurred losses, and profit retained by our underwriting partner during the time period. Contingent commissions receivables are recorded at their estimated net realizable value, based on estimates and considerations which include, but are not limited to, the historical and projected loss rates incurred by the underlying policies. |
Inventory | Inventory Inventories are stated at the lower of net realizable value or cost, determined on a first-in, first-out basis. The Company establishes inventory allowances for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated realizable values based on assumptions about forecasted demand, open purchase commitments, and market conditions. Inventories consist primarily of meters, including subcontract labor costs on contracts in progress. |
Property, Equipment and Software | Property, Equipment, and Software Property, equipment, and software are recorded at cost less accumulated depreciation and amortization, which are computed using the straight-line method over the following estimated useful lives: Data processing and communications equipment 3 - 5 years Furniture, fixtures, and other equipment 3 - 5 years Software 3 - 5 years Software includes both purchased and internally developed software. Leasehold improvements are depreciated over the shorter of the lease term or twelve years . Gains and losses from asset disposals are included in the line "General and administrative" in the Consolidated Statements of Operations. |
Capitalized Product Development Costs | Capitalized Product Development Costs We capitalize specific product development costs, including costs to develop software products or the software components of our solutions to be marketed to external users, as well as software programs to be used solely to meet our internal needs. The costs incurred in the preliminary stages of development related to research, project planning, training, maintenance, general and administrative activities, and overhead costs are expensed as incurred. The costs of relatively minor upgrades and enhancements to the software are also expensed as incurred. Once an application has reached the development stage, internal and external costs incurred in the performance of application development stage activities, including costs of materials, services, and payroll and payroll-related costs for employees, are capitalized, if direct and incremental, until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. We also capitalize costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs are recorded as part of property, equipment, and software. Internal use software is amortized on a straight-line basis over its estimated useful life, generally three to five years . Our management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. |
Impairment of Long-Lived Assets | We test goodwill and identified intangible assets with indefinite lives for impairment separately on an annual basis in the fourth quarter of each year. Additionally, we test these assets in the interim if events and circumstances indicate they may be impaired. The events and circumstances that we consider include, but are not limited to, significant under-performance relative to current and historical or projected future operating results and significant changes in our overall business and/or product strategies. If an event or circumstance occurs that would cause us to revise our estimates and assumptions used in analyzing the value of our goodwill and identified intangible assets with indefinite lives, the revision could result in a non-cash impairment charge that could have a material impact on our financial results. We evaluate impairment of goodwill by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the two-step goodwill impairment test. The first step involves a comparison of the fair value of a reporting unit with its carrying amount. If the carrying amount of the reporting unit exceeds its fair value, the second step involves a comparison of the implied fair value and carrying amount of the goodwill of that reporting unit to determine the impairment charge, if any. We quantitatively evaluate identified intangible assets with indefinite lives by estimating the fair value of those assets based on estimated future earnings derived from the assets using the income approach model. Assets with indefinite lives that have been determined to be inseparable due to their interchangeable use are grouped into single units of accounting for purposes of testing for impairment. If the carrying amount of an identified intangible asset with an indefinite life exceeds its fair value, we would recognize an impairment loss equal to the excess of carrying value over fair value. |
Business Combinations | Business Combinations The Company applies the guidance contained in ASC Topic 805, Business Combinations (“ASC 805”) in determining whether an acquisition transaction constitutes a business combination. ASC 805 defines a business as consisting of inputs and processes applied to those inputs that have the ability to create outputs. The acquisition transactions in Note 3 were determined to constitute business combinations and were accounted for under ASC 805. Purchase consideration includes assets transferred, liabilities incurred, and/or equity interests issued by us, all of which are measured at their fair value as of the date of acquisition. Our business combination transactions may be structured to include an up-front cash payment and deferred and/or contingent cash payments to be made at specified dates subsequent to the date of acquisition. Deferred cash payments are included in the acquisition consideration based on their fair value as of the acquisition date. The fair value of these obligations is estimated based on the present value, as of the date of acquisition, of the anticipated future payments. The future payments are discounted using a rate that considers an estimate of the return expected by a market-participant and a measurement of the risk inherent in the cash flows, among other inputs. Deferred cash payments are generally subject to adjustments specified in the underlying purchase agreement related to the seller’s indemnification obligations. Contingent cash payments are obligations to make future cash payments to the seller, the payment of which is contingent upon the achievement of stipulated operational or financial targets in the post-acquisition period. Contingent cash payments are included in the purchase consideration at their fair value as of the acquisition date. The fair value of these payments is estimated using a probability weighted discount model based on the achievement of the specified targets. The fair value of these liabilities is re-evaluated on a quarterly basis, and any change is reflected in the line “General and administrative” in the accompanying Consolidated Statements of Operations. These estimates are inherently uncertain and unpredictable. Unanticipated events and circumstances may occur that would affect the accuracy or validity of these estimates. The total purchase consideration is allocated to the assets acquired and liabilities assumed based on their estimated fair values. Any excess consideration is classified as goodwill. Acquired intangibles are recorded at their estimated fair value based on the income approach using market-based estimates. Acquired intangibles generally include developed product technologies, which are amortized over their useful life on a straight-line basis, and client relationships, which are amortized over their useful life proportionately to the expected discounted cash flows derived from the asset. When trade names acquired are not classified as indefinite-lived, they are amortized on a straight-line basis over their expected useful life. Acquisition costs are expensed as incurred and are included in the line “General and administrative” in the accompanying Consolidated Statements of Operations. We include the results of operations from acquired businesses in our consolidated financial statements from the effective date of the acquisition. Purchase Price Allocation The estimated fair values of assets acquired and liabilities assumed presented below are provisional and are based on the information available as of the acquisition date. We believe that this information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but the Company is awaiting additional information necessary to finalize those values. Therefore, the provisional measurements of fair value are subject to change, and such changes could be significant. We expect to finalize the valuation of these assets and liabilities as soon as practicable, but no later than one year from the respective acquisition dates. |
Goodwill and Identified Intangible Assets with Indefinite Lives | Goodwill and Identified Intangible Assets with Indefinite Lives We test goodwill and identified intangible assets with indefinite lives for impairment separately on an annual basis in the fourth quarter of each year. Additionally, we test these assets in the interim if events and circumstances indicate they may be impaired. The events and circumstances that we consider include, but are not limited to, significant under-performance relative to current and historical or projected future operating results and significant changes in our overall business and/or product strategies. If an event or circumstance occurs that would cause us to revise our estimates and assumptions used in analyzing the value of our goodwill and identified intangible assets with indefinite lives, the revision could result in a non-cash impairment charge that could have a material impact on our financial results. We evaluate impairment of goodwill by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the two-step goodwill impairment test. The first step involves a comparison of the fair value of a reporting unit with its carrying amount. If the carrying amount of the reporting unit exceeds its fair value, the second step involves a comparison of the implied fair value and carrying amount of the goodwill of that reporting unit to determine the impairment charge, if any. We quantitatively evaluate identified intangible assets with indefinite lives by estimating the fair value of those assets based on estimated future earnings derived from the assets using the income approach model. Assets with indefinite lives that have been determined to be inseparable due to their interchangeable use are grouped into single units of accounting for purposes of testing for impairment. If the carrying amount of an identified intangible asset with an indefinite life exceeds its fair value, we would recognize an impairment loss equal to the excess of carrying value over fair value. |
Identified Intangible Assets with Finite Lives | Identified Intangible Assets with Finite Lives Identified intangible assets with finite lives consist of acquired developed technologies, client relationships, vendor relationships, and trade names. We record intangible assets at fair value and amortize those with finite lives over the shorter of the contractual life or the estimated useful life. We estimate the useful lives of acquired developed product technologies and client relationships based on factors that include the planned use of each developed product technology and the expected pattern of future cash flows to be derived from each developed product technology and existing client relationships. Estimated useful lives for identified intangible assets with finite lives consist of the following: Developed technologies 3 - 5 years Client relationships 3 - 10 years Vendor relationships 7 years Trade names 1 - 7 years We include amortization of acquired developed technologies in "Cost of revenue" and amortization of acquired client relationships, vendor relationships and trade names in "Sales and marketing" expenses in our Consolidated Statements of Operations. |
Derivative Financial Instruments | The Company is exposed to interest rate risk related to our variable rate debt. The Company manages this risk through a program that may include the use of interest rate derivatives, the counterparties to which are major financial institutions. Our objective in using interest rate derivatives is to add stability to interest cost by reducing our exposure to interest rate movements. We do not use derivative instruments for trading or speculative purposes. Our interest rate derivatives are designated as cash flow hedges and are carried in the Consolidated Balance Sheets at their fair value. Unrealized gains and losses resulting from changes in the fair value of these instruments are classified as either effective or ineffective. The effective portion of such gains or losses is recorded as a component of accumulated other comprehensive income (“AOCI”), while the ineffective portion is recorded as a component of interest expense in the period of change. Amounts reported in AOCI related to interest rate derivatives are reclassified into interest expense as interest payments are made on our variable-rate debt. If an interest rate derivative agreement is terminated prior to its maturity, the amounts previously recorded in AOCI are recognized into earnings over the period that the forecasted transactions impact earnings. If the hedging relationship is discontinued because it is probable that the forecasted transactions will not occur according to our original strategy, any related amounts previously recorded in AOCI are recognized in earnings immediately. |
Deferred Revenue | Professional services and other revenue are recognized as the services are rendered for time and material contracts. Training revenues are recognized after the services are performed. Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from our subscription services described above and is recognized as the revenue recognition criteria are met. For several of our solutions, we invoice our clients in annual, monthly, or quarterly installments in advance of the commencement of the service period. Accordingly, the deferred revenue balance does not represent the total contract value of annual subscription agreements. |
Revenue Recognition | Revenue Recognition We derive our revenue from three primary sources: on demand software solutions, on premise software solutions, and professional services. We commence revenue recognition when all of the following conditions are met: • there is persuasive evidence of an arrangement; • the solution and/or service has been provided to the client; • the collection of the fees is probable; and • the amount of fees to be paid by the client is fixed or determinable. If the fees are not fixed or determinable, we recognize revenues as payments become due from clients or when amounts owed are collected, provided all other conditions for revenue recognition have been met. Accordingly, this may materially affect the timing of our revenue recognition and results of operations. When arrangements with clients include multiple software solutions and/or services, we allocate arrangement consideration to each deliverable based on its relative selling price. In such circumstances, we determine the relative selling price for each deliverable based on vendor specific objective evidence of selling price ("VSOE"), if available, or our best estimate of selling price ("BESP"). We have determined that third-party evidence of selling price is not available as our solutions and services are not largely interchangeable with those of other vendors. Our process for determining BESP considers multiple factors, including prices charged by us for similar offerings when sold separately, pricing and discount strategies, and other business objectives. Taxes collected from clients and remitted to governmental authorities are presented on a net basis. On Demand Revenue Our on demand revenue consists of license and subscription fees, transaction fees related to certain of our software-enabled value-added services, and commissions derived from our selling certain risk mitigation services. License and subscription fees are comprised of a charge billed at the initial order date and monthly or annual subscription fees for accessing our on demand software solutions. The license fee billed at the initial order date is recognized as revenue on a straight-line basis over the longer of the contractual term or the period in which the client is expected to benefit, which we consider to be three years. Recognition starts once the product has been activated. Revenue from monthly and annual subscription fees is recognized on a straight-line basis over the access period. We recognize revenue from transaction fees derived from certain of our software-enabled value-added services as the related services are performed. As part of our risk mitigation services to the rental housing industry, we act as an insurance agent and derive commission revenue from the sale of insurance products to individuals. The commissions are based upon a percentage of the premium that the insurance company charges to the policyholder and are subject to forfeiture in instances where a policyholder cancels prior to the end of the policy. Our contract with our underwriting partner provides for contingent commissions to be paid to us in accordance with the agreement. This agreement provides for a calculation that considers, on the policies sold by us, earned premiums less i) earned agent commissions, ii) a percent of premium retained by our underwriting partner, iii) incurred losses, and iv) profit retained by our underwriting partner during the time period. Our estimate of contingent commission revenue considers historical loss experience on the policies sold by us. If the policy is cancelled, our commissions are forfeited as a percent of the unearned premium. As a result, we recognize commissions related to these services as earned ratably over the policy term. On Premise Revenue Sales of our on premise software solutions consist of an annual term license, which includes maintenance and support. Clients can renew their annual term license for additional one -year terms at renewal price levels. We recognize revenue for the annual term license and support services on a straight-line basis over the contract term. We also derive on premise revenue from multiple-element arrangements that include perpetual licenses with maintenance and other services to be provided over a fixed term. Revenue is recognized for delivered items using the residual method when we have VSOE of fair value for the undelivered items and all other criteria for revenue recognition have been met. When VSOE has not been asserted for the undelivered items, we recognize the arrangement fees ratably over the longer of the client support period or the period during which professional services are rendered. Professional and Other Revenue Professional services and other revenue are recognized as the services are rendered for time and material contracts. Training revenues are recognized after the services are performed. |
Cost of Revenue | Cost of Revenue Cost of revenue consists primarily of salaries and related personnel expenses of our operations and support personnel, including training and implementation services; expenses related to the operation of our data centers; fees paid to third-party providers; allocations of facilities overhead costs; depreciation; amortization of acquired technologies; and amortization of capitalized software. |
Stock-Based Compensation | Stock-Based Expense The Company recognizes compensation expense related to stock options and shares of restricted stock based on the estimated fair value of the awards on the date of grant, net of estimated forfeitures. The Company generally grants time-based stock options and restricted stock awards, which vest over a specified period of time; market-based awards, which become eligible to vest only after the achievement of a condition based upon the trading price of the Company's common stock and vest over a specified period of time thereafter; and performance-based awards, which become eligible to vest upon the achievement of a specific performance condition, after which they vest over a specified period of time. For time-based stock options and restricted stock awards and performance-based awards, expense is recognized on a straight-line basis over the requisite service period. Expense associated with market-based awards is recognized over the requisite service period using the graded-vesting attribution method. |
Advertising Expenses | Advertising Expenses Advertising costs are expensed as incurred and totaled $19.4 million , $16.3 million , and $15.1 million for the years ended December 31, 2016 , 2015 , and 2014 , respectively. |
Income Taxes | Income Taxes Income taxes are provided based on the liability method, which results in income tax assets and liabilities arising from temporary differences. Temporary differences are differences between the tax basis of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years. The liability method requires the effect of tax rate changes on current and accumulated deferred income taxes to be reflected in the period in which the rate change was enacted. The liability method also requires that deferred tax assets be reduced by a valuation allowance unless it is more likely than not that the assets will be realized. We establish valuation allowances when necessary to reduce deferred tax assets to the amounts expected to be realized. We evaluate the need for, and the adequacy of, valuation allowances based on the expected realization of our deferred tax assets. The factors used to assess the likelihood of realization include historical earnings, our latest forecast of taxable income, and available tax planning strategies that could be implemented to realize the net deferred tax assets. We may recognize a tax benefit from uncertain tax positions only if it is at least more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement with the taxing authorities. There were no identified tax benefits that were considered uncertain positions at December 31, 2016 and 2015 . |
Leases | Leases Some of the operating lease agreements entered into by the Company contain provisions for future rent increases, rent free periods, periods in which rent payments are reduced (abated), or lease incentives. The total amount of rental payments due over the lease term is charged to rent expense on the straight-line method over the term of the lease. The difference between rent expense recorded and the amount paid is credited or charged to “Accrued lease liability,” which is included in “Accrued expenses and other current liabilities" or "Other long-term liabilities" in the accompanying Consolidated Balance Sheets, depending upon when the liability is expected to be relieved. |
Fair Value Measurements | Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. |
Legal Contingencies | Legal Contingencies We review the status of each legal contingency and record a provision for a liability when we consider that it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We review these provisions quarterly and make adjustments where needed as additional information becomes available. If either or both of the criteria are not met, we assess whether there is at least a reasonable possibility that a loss, or additional losses beyond those already accrued, may be incurred. If there is a reasonable possibility that a material loss (or additional material loss in excess of any accrual) may be incurred, we disclose an estimate of the amount of loss or range of losses, either individually or in the aggregate, as appropriate, if such an estimate can be made, or disclose that an estimate of loss cannot be made. |
Recently Adopted and Issued Accounting Standards | Recently Adopted Accounting Standards We adopted Accounting Standards Update (“ASU”) 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs and ASU 2015-15, Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line of Credit Agreements in the first quarter of 2016. As a result of our retrospective adoption of these standards, we present term loans payable net of unamortized debt issuance costs in the Consolidated Balance Sheets. Prior to adoption of this ASU, such issuance costs were included in other assets. Our adoption of this standard did not result in a reclassification of previously reported amounts, as we did not have outstanding term loans at December 31, 2015. As required, debt issuance costs related to our secured revolving facility continue to be presented in "Other assets" in the Consolidated Balance Sheets. In November 2015, the Financial Accounting Standards Board (“FASB”) issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments , which eliminates the requirement to restate prior period financial statements for measurement-period adjustments. This ASU requires that the cumulative impact of a measurement period adjustment, including the impact on prior periods, be recognized in the reporting period in which the adjustment is identified. We adopted ASU 2015-16 in the first quarter of 2016. In April 2015, the FASB issued ASU 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. This ASU provides guidance to clarify the customer’s accounting for fees paid in a cloud computing arrangement and whether such an arrangement contains a software license or is solely a service contract. We adopted this standard in the first quarter of 2016 and prospectively applied the guidance to all arrangements entered into or materially modified after January 1, 2016. Recently Issued Accounting Standards In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business to assist entities with evaluating whether a set of transferred assets and activities ("set") is a business . Under the new guidance, an entity first determines whether substantially all of the fair value of the set is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the set is not a business. If it is not met, the entity evaluates whether the set meets the requirements that a business include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. The ASU requires the changes to be implemented on a prospective basis and is applicable for annual reporting periods beginning after December 15, 2017, including interim periods therein. Early application is permitted. We have not yet selected a transition date and are currently evaluating the potential impact of this amendment on our financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows - Restricted Cash , which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within, and must be applied retrospectively. Early adoption of this ASU is permitted, including adoption in an interim period, but any adjustments must be reflected as of the beginning of the fiscal year that includes that interim period. Management has not yet selected a transition date and is currently evaluating the impact of this ASU on our financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The amendments in this ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted in fiscal years beginning after December 15, 2018. The amendments in this ASU are to be applied through a cumulative-effect adjustment to retained earnings as of the first reporting period in which the ASU is effective. We have not yet selected a transition date and are currently evaluating the impact of adopting ASU 2016-13 on our financial statements. On March 30, 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718) . This guidance simplifies accounting for stock-based compensation. A key change is the accounting for excess tax benefits and tax deficiencies. These will be recognized as income tax expense or benefit in the income statement in the period they occur, regardless of whether the benefit reduces taxes payable in the current period. Current GAAP requires tax benefits in excess of compensation cost to be recorded as additional paid-in capital to the extent taxes payable are reduced and tax deficiencies to be recorded in equity to the extent of previous accumulated excess tax benefit and then recorded to the income statement. With the adoption of this ASU, the Company will also record previously unrecognized net operating loss carryforwards of approximately $44.1 million , less any valuation allowance determined to be necessary, related to the excess stock compensation deductions that arose but were not used in prior years. This ASU also will cause excess tax benefits to be reflected as operating cash flows and will allow the Company to elect to either estimate the number of awards that are expected to vest, as in current GAAP, or account for forfeitures as they occur. ASU 2016-09 is effective for interim and annual periods beginning after December 15, 2016. We will adopt the standard in our interim reporting period beginning January 1, 2017. Each of the various provisions within this standard has its own specified transition method; some will be applied prospectively and others will be applied on a retrospective or modified retrospective basis. On February 25, 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . Current GAAP requires lessees to classify their leases as either capital leases, for which the lessee recognizes a lease liability and a related leased asset, or operating leases, which are not reflected in the lessee’s balance sheet. Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with a term of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease will depend primarily on its classification as a finance or an operating lease. However, unlike current GAAP, which requires only capital leases to be recognized on the balance sheet, ASU 2016-02 will require both operating and finance leases to be recognized on the balance sheet. Additionally, the ASU will require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases, including qualitative and quantitative requirements. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition and provides for certain practical expedients. Transition will require application of the new guidance to the beginning of the earliest comparative period presented. We have not yet selected a transition date and are currently evaluating the impact of adopting ASU 2016-02 on our financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . This new standard, as amended by certain supplementary ASU’s released in 2016, will replace most existing GAAP guidance on this topic. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also provides guidance on the recognition of costs to obtain or fulfill a contract with a customer. In August 2015, the FASB approved a one-year deferral of the new revenue reporting standard's effective date for entities reporting under U.S. GAAP. In accordance with the deferral, we have determined that we will adopt the standard in our interim reporting period beginning January 1, 2018. The new guidance may be applied retrospectively to each prior period presented (full retrospective method) or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). We currently anticipate adopting the standard using the modified retrospective method. While we are continuing to assess all potential impacts of the standard, we currently expect that adoption of the standard will result in limited changes in the timing of our revenue recognition. We anticipate that commissions paid to our direct sales force will qualify as incremental costs of obtaining a contract and will be capitalized and subsequently amortized. The standard will require additional revenue disclosures in our consolidated financial statements, and we are currently developing our framework for these new disclosures. |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives of Property, Equipment and Software | Property, equipment, and software are recorded at cost less accumulated depreciation and amortization, which are computed using the straight-line method over the following estimated useful lives: Data processing and communications equipment 3 - 5 years Furniture, fixtures, and other equipment 3 - 5 years Software 3 - 5 years Property, equipment, and software consisted of the following at December 31, 2016 and 2015 : December 31, 2016 2015 (in thousands) Leasehold improvements $ 51,242 $ 26,138 Data processing and communications equipment 76,773 67,871 Furniture, fixtures, and other equipment 26,513 18,253 Software 86,983 68,972 Property, equipment, and software, gross 241,511 181,234 Less: Accumulated depreciation and amortization (111,083 ) (99,036 ) Property, equipment, and software, net $ 130,428 $ 82,198 |
Estimated Useful Lives for Finite-lived Intangible Assets | Estimated useful lives for identified intangible assets with finite lives consist of the following: Developed technologies 3 - 5 years Client relationships 3 - 10 years Vendor relationships 7 years Trade names 1 - 7 years |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following at December 31, 2016 and 2015 : December 31, 2016 2015 (in thousands) Accrued compensation, payroll taxes, and benefits $ 19,387 $ 12,492 Self-insured medical plans 1,774 1,831 Current portion of liabilities related to acquisitions 13,084 6,502 Other current liabilities 16,219 7,469 Total accrued expenses and other current liabilities $ 50,464 $ 28,294 |
Other Long-Term Liabilities | Other long-term liabilities consisted of the following at December 31, 2016 and 2015 : December 31, 2016 2015 (in thousands) Accrued lease liability $ 28,086 $ 27,869 Other long-term liabilities 1,757 6,554 Total other long-term liabilities $ 29,843 $ 34,423 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Allocated Purchase Price Table | We allocated the purchase price for InstaManager, VMM, Notivus, and Kigo as follows: InstaManager VMM Notivus Kigo (in thousands) Intangible assets Developed technologies $ 4,490 $ 671 $ 1,840 $ 2,570 Client relationships — 200 — 1,120 Trade names 527 — — 602 Goodwill 4,135 358 2,852 32,996 Deferred revenue (33 ) — (156 ) — Deferred tax liabilities, net — — — (495 ) Net other assets (liabilities) 55 — (141 ) (547 ) Total purchase price $ 9,174 $ 1,229 $ 4,395 $ 36,246 The preliminary allocation of each purchase price, including the effects of the measurement period adjustments described above, was as follows: NWP AssetEye eSupply (in thousands) Restricted cash $ 4,960 $ — $ — Accounts receivable 7,902 90 259 Property, equipment, and software 3,194 — — Intangible assets: Developed product technologies 2,740 1,638 2,160 Client relationships 12,900 1,041 1,390 Trade names 709 6 35 Goodwill 33,520 3,154 3,216 Deferred tax assets, net 11,173 — — Other assets, net of other liabilities 3,065 8 71 Accounts payable and accrued liabilities (6,962 ) — (147 ) Client deposits held in restricted accounts (5,018 ) — — Deferred revenue — (16 ) (29 ) Deferred tax liabilities, net — (1,010 ) — Total purchase price $ 68,183 $ 4,911 $ 6,955 We allocated the purchase price of Indatus and VRX as follows: Indatus VRX (in thousands) Accounts receivable $ 646 $ — Intangible assets: Developed product technologies 13,400 794 Client relationships 9,770 11 Trade names 83 — Goodwill 25,575 1,186 Other liabilities, net of other assets (57 ) — Total purchase price $ 49,417 $ 1,991 |
Pro Forma Financial Information | The following table presents unaudited pro forma results of operations for the years ended December 31, 2016 and 2015 as if the aforementioned acquisitions had occurred at the beginning of each period presented. The pro forma financial information includes the business combination accounting effects resulting from these acquisitions, including $1.4 million and $7.3 million of amortization charges from acquired intangible assets as of December 31, 2016 and 2015 , respectively. We prepared the pro forma financial information for the combined entities for comparative purposes only, and it is not indicative of what actual results would have been if the acquisitions had occurred at the beginning of the periods presented, or of future results. Year Ended December 31, 2016 Pro Forma 2015 Pro Forma (in thousands, except per share amounts) (unaudited) Total revenue $ 578,985 $ 534,625 Net income (loss) $ 16,065 $ (12,075 ) Net income (loss) per share: Basic and diluted $ 0.21 $ (0.16 ) |
Accounts Receivable and Other32
Accounts Receivable and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable consisted of the following at December 31, 2016 and 2015 : December 31, 2016 2015 (in thousands) Trade receivables from clients $ 82,094 $ 66,839 Insurance commissions receivable 12,741 9,671 Accounts receivable, gross 94,835 76,510 Less: Allowance for doubtful accounts (2,468 ) (2,318 ) Accounts receivable, net $ 92,367 $ 74,192 |
Schedule of Other Current Assets | Other current assets consisted of the following at December 31, 2016 and 2015 : December 31, 2016 2015 (in thousands) Lease-related receivables $ 449 $ 20,683 Inventory 2,110 548 Indemnification asset 1,220 — Other current assets 1,933 1,854 Total other current assets $ 5,712 $ 23,085 |
Property, Equipment and Softw33
Property, Equipment and Software (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Components of Property, Equipment and Software | Property, equipment, and software are recorded at cost less accumulated depreciation and amortization, which are computed using the straight-line method over the following estimated useful lives: Data processing and communications equipment 3 - 5 years Furniture, fixtures, and other equipment 3 - 5 years Software 3 - 5 years Property, equipment, and software consisted of the following at December 31, 2016 and 2015 : December 31, 2016 2015 (in thousands) Leasehold improvements $ 51,242 $ 26,138 Data processing and communications equipment 76,773 67,871 Furniture, fixtures, and other equipment 26,513 18,253 Software 86,983 68,972 Property, equipment, and software, gross 241,511 181,234 Less: Accumulated depreciation and amortization (111,083 ) (99,036 ) Property, equipment, and software, net $ 130,428 $ 82,198 |
Goodwill and Other Intangible34
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Change in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill during the years ended December 31, 2016 and 2015 , were as follows, in thousands: Balance at January 1, 2015 $ 193,378 Goodwill acquired 26,719 Balance at December 31, 2015 220,097 Goodwill acquired 39,890 Other (49 ) Balance at December 31, 2016 $ 259,938 |
Other Intangible Assets | Changes in identified intangible assets during the years ended December 31, 2016 and 2015 were as follows: December 31, 2015 Additions Dispositions Impairments Transfers / Other December 31, 2016 (in thousands) Finite-lived intangible assets: Developed technologies $ 69,379 $ 6,538 $ — $ — $ 7 $ 75,924 Client relationships 96,523 15,331 (3,386 ) — — 108,468 Vendor relationships 5,650 — — — — 5,650 Trade names 5,149 750 — — — 5,899 Total finite-lived intangible assets 176,701 22,619 (3,386 ) — 7 195,941 Less: Accumulated amortization (110,882 ) (24,489 ) 1,904 — — (133,467 ) Indefinite-lived intangible assets: Trade names 15,461 — (2,212 ) (750 ) 3 12,502 Intangible assets, net $ 81,280 $ (1,870 ) $ (3,694 ) $ (750 ) $ 10 $ 74,976 December 31, 2014 Additions Dispositions Impairments Transfers / Other December 31, 2015 (in thousands) Finite-lived intangible assets: Developed technologies $ 55,212 $ 14,194 $ — $ — $ (27 ) $ 69,379 Client relationships 86,753 9,770 — — — 96,523 Vendor relationships 5,650 — — — — 5,650 Trade names — 83 — — 5,066 5,149 Total finite-lived intangible assets 147,615 24,047 — — 5,039 176,701 Less: Accumulated amortization (88,880 ) (22,002 ) — — — (110,882 ) Indefinite-lived intangible assets: Trade names 41,350 — — (20,801 ) (5,088 ) 15,461 Intangible assets, net $ 100,085 $ 2,045 $ — $ (20,801 ) $ (49 ) $ 81,280 |
Estimated Amortization of Intangible Assets | The following table sets forth the estimated amortization of intangible assets for the years ending December 31, in thousands: 2017 $ 18,797 2018 13,380 2019 9,860 2020 8,159 2021 5,545 |
Debt Debt (Tables)
Debt Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | Future maturities of principal under the Term Loan are as follows for the years ending December 31, in thousands: 2017 $ 5,469 2018 6,250 2019 110,918 $ 122,637 |
Stock-based Expense (Tables)
Stock-based Expense (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Option Transactions Under Equity Plan, Stock Incentive Plan, Multifamily Technology Solutions Plan and Board Plan | The following table summarizes stock option transactions under our Stock Incentive Plan, Equity Incentive Plan, Board Plan, and MTS Plan: Number of Shares Range of Exercise Prices Weighted Average Exercise Price January 1, 2014 5,914,802 $ 0.91 – $ 29.50 $ 18.56 Granted 1,934,031 15.19 – 21.54 17.68 Exercised (907,765 ) 0.91 – 21.60 10.92 Forfeited/cancelled (1,336,894 ) 4.28 – 29.50 20.93 Expired (37,286 ) 19.78 – 24.64 24.02 Balance at December 31, 2014 5,566,888 0.91 – 29.50 18.89 Granted 2,434,198 18.79 – 23.10 19.81 Exercised (809,303 ) 0.91 – 21.60 14.97 Forfeited/cancelled (1,389,910 ) 5.04 – 29.50 20.54 Balance at December 31, 2015 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 |
Outstanding Stock Options, Vested and Expected to Vest, Non-Vested and Stock Options Currently Exercisable | The below table provides information regarding outstanding stock options which were fully vested and expected to vest and exercisable options at December 31: 2016 2015 Options Fully Vested and Expected to Vest Options Exercisable Options Fully Vested and Expected to Vest Options Exercisable Number of options 3,606,462 2,477,474 5,795,711 2,843,655 Weighted-average remaining contractual term (in years) 6.5 5.9 7.5 6.4 Weighted-average exercise price $ 19.58 $ 19.24 $ 19.43 $ 18.67 Aggregate intrinsic value, in thousands $ 37,581 $ 26,659 $ 21,080 $ 13,316 |
Awards Granted Assumptions | The fair value of each stock option grant was estimated as of the date of grant using the Black Scholes option-pricing model with the following weighted-average assumptions and resulting weighted-average fair value per share for the years ended December 31, 2015 and 2014 . There were no stock options awarded during the year ended December 31, 2016 . 2015 2014 Risk-free interest rate 1.5 % 1.3 % Expected option life (in years) 4.6 4.4 Expected volatility 42.3 % 42.8 % Weighted-average grant date fair value $ 7.42 $ 6.44 |
Summary of Time-Based Restricted Share Awards' Activity | A summary of time-based restricted stock award activity is presented in the table below. Number of Shares Weighted Average Grant-Date Fair Value Non-vested shares at January 1, 2014 2,090,803 $ 22.10 Granted 1,238,226 17.69 Vested (1,101,143 ) 21.18 Forfeited/cancelled (603,367 ) 20.36 Non-vested shares at December 31, 2014 1,624,519 20.01 Granted 913,077 19.84 Vested (1,077,102 ) 19.78 Forfeited/cancelled (391,788 ) 18.65 Non-vested shares at December 31, 2015 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 |
Market Based Restricted Stock Units Activity | A summary of market-based restricted stock award activity is presented in the table below. Number of Shares Weighted Average Grant-Date Fair Value Balance at January 1, 2014 — $ — Granted 520,000 11.26 Balance at December 31, 2014 520,000 11.26 Granted 691,165 11.59 Forfeited/cancelled (196,070 ) 9.39 Balance at December 31, 2015 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 |
Restricted Stock Unit Valuation Assumptions | The weighted average of assumptions used to value awards granted during 2016 and 2015 , were as follows: 2016 2015 2014 Risk-free interest rate 1.1 % 1.1 % 1.1 % Expected volatility 41.5 % 38.7 % 43.6 % |
Performance-Based Restricted Share Awards' Activity | A summary of performance-based restricted stock award activity is presented in the table below: Number of Shares Weighted Average Grant-Date Fair Value Non-vested shares at January 1, 2014 70,000 $ 18.10 Forfeited/cancelled (70,000 ) 18.10 Non-vested shares at December 31, 2014 — — Granted 20,000 18.79 Non-vested shares at December 31, 2015 20,000 18.79 Forfeited/cancelled (20,000 ) 18.79 Non-vested shares at December 31, 2016 — — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Rental Payments for Operating Leases | Minimum annual rental commitments under non-cancellable operating leases were as follows at December 31, 2016 : Minimum Lease Commitments (in thousands) 2017 $ 11,195 2018 11,160 2019 9,864 2020 7,911 2021 7,271 Thereafter 48,640 $ 96,041 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Net Income (Loss) Per Share | The following table presents the calculation of basic and diluted net income (loss) per share attributable to common stockholders: Year Ended December 31, 2016 2015 2014 (in thousands, except per share amounts) Numerator: Net income (loss) $ 16,650 $ (9,218 ) $ (10,274 ) Denominator: Basic: Weighted average shares used in computing basic net income (loss) per share: 76,854 76,689 76,991 Diluted: Weighted average shares used in computing basic net income (loss) per share: 76,854 76,689 76,991 Add weighted average effect of dilutive securities: Stock options and restricted stock 989 — — Weighted average shares used in computing diluted net income (loss) per share: 77,843 76,689 76,991 Net income (loss) per share attributable to common stockholders: Basic $ 0.22 $ (0.12 ) $ (0.13 ) Diluted $ 0.21 $ (0.12 ) $ (0.13 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Domestic and Foreign Components of Income (Loss) before Provision for Income Taxes | The domestic and foreign components of income (loss) before income taxes were as follows: Year Ended December 31, 2016 2015 2014 (in thousands) Domestic $ 23,817 $ (15,777 ) $ (18,768 ) Foreign 3,669 2,713 2,161 Total $ 27,486 $ (13,064 ) $ (16,607 ) |
(Benefit) Provision for Income Taxes | Our income tax expense (benefit) consisted of the following components: Year Ended December 31, 2016 2015 2014 (in thousands) Current: Federal $ 401 $ 162 $ — State 756 797 437 Foreign 449 414 550 Total current income tax expense 1,606 1,373 987 Deferred: Federal 9,055 (5,075 ) (6,611 ) State 235 156 (460 ) Foreign (60 ) (300 ) (249 ) Total deferred income tax expense (benefit) 9,230 (5,219 ) (7,320 ) Total income tax expense (benefit) $ 10,836 $ (3,846 ) $ (6,333 ) |
Reconciliation of Income Tax (Benefit) Expense Computed at Federal Statutory Tax Rate to Actual Income Tax (Benefit) Expense | The reconciliation of our income tax expense (benefit) computed at the U.S. federal statutory tax rate to the actual income tax expense (benefit) is as follows: Year Ended December 31, 2016 2015 2014 (in thousands) Expense derived by applying the Federal income tax rate to income (loss) before income taxes $ 9,620 $ (4,572 ) $ (5,813 ) State income tax, net of federal benefit 735 561 (177 ) Foreign income tax (922 ) (813 ) (477 ) Benefit of assets not previously recognized — — (516 ) Nondeductible expenses 545 418 454 Fair value adjustment on stock acquisition 150 (52 ) (28 ) Stock-based expense 285 209 223 Reduction in available Federal NOL 255 350 — Other 168 53 1 Total income tax expense (benefit) $ 10,836 $ (3,846 ) $ (6,333 ) |
Components of Deferred Tax Assets and Liabilities | Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of our assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets and liabilities are as follows: December 31, 2016 2015 (in thousands) Deferred tax assets: Reserves, deferred revenue and accrued liabilities $ 22,518 $ 8,107 Stock-based expense 17,184 15,112 Net operating loss carryforwards and tax credits 16,193 13,733 Total deferred tax assets 55,895 36,952 Deferred tax liabilities: Property, equipment, and software (25,626 ) (10,041 ) Intangible assets (10,514 ) (11,563 ) Other (4,090 ) (3,297 ) Total deferred tax liabilities (40,230 ) (24,901 ) Net deferred tax assets $ 15,665 $ 12,051 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Schedule of liabilities measured at fair value on a recurring basis | The following tables disclose the assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 and 2015 , by the fair value hierarchy levels as described above: Fair value at December 31, 2016 Total Level 1 Level 2 Level 3 (in thousands) Assets: Interest rate swap agreements $ 1,098 $ — $ 1,098 $ — Liabilities: Contingent consideration related to the acquisition of: Indatus 2 — — 2 AssetEye 539 — — 539 Total liabilities measured at fair value $ 541 $ — $ — $ 541 Fair value at December 31, 2015 Total Level 1 Level 2 Level 3 (in thousands) Liabilities: Contingent consideration related to the acquisition of: Indatus $ 814 $ — $ — $ 814 VRX 27 — — 27 Total liabilities measured at fair value $ 841 $ — $ — $ 841 |
Changes in Level 3 fair value measurements | Changes in the fair value of Level 3 measurements for the reporting periods were as follows during the years ended December 31, 2016 and 2015 , in thousands: Balance at January 1, 2015 $ 4,150 Initial contingent consideration 1,414 Settlements through cash payments (1,179 ) Net gain on change in fair value (3,544 ) Balance at December 31, 2015 841 Initial contingent consideration 245 Net gain on change in fair value (545 ) Balance at December 31, 2016 $ 541 |
Recurring | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Schedule of valuation techniques | Significant unobservable inputs used in the contingent consideration fair value measurements included the following at December 31, 2016 and 2015 : 2016 2015 Discount rates 14.8 - 27.8% 15.8 - 60.0% Volatility rates 29.9% 37.0 - 53.5% Risk free rate of return 0.7% 0.5 - 0.9% |
Stockholders' Equity Stockholde
Stockholders' Equity Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of Repurchase Agreements | Repurchase activity during the years ended December 31, 2016 , 2015 , and 2014 was as follows: Year Ended December 31, 2016 2015 2014 Number of shares repurchased 1,012,823 1,798,199 966,595 Weighted-average cost per share $ 20.98 $ 19.51 $ 16.06 Total cost of shares repurchased, in thousands $ 21,244 $ 35,083 $ 15,521 |
Derivative Financial Instrume42
Derivative Financial Instruments Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Cash Flow Hedging Instruments, Statements of Financial Performance and Financial Position, Location | The table below presents the notional and fair value of the Swap Agreements as well as their classification on the Consolidated Balance Sheet as of December 31, 2016 : Balance Sheet Location Notional Fair Value (in thousands) Derivatives designated as cash flow hedging instruments: Swap Agreements Other assets $ 75,000 $ 1,098 |
Derivative Instruments, Gain (Loss) | The table below presents the amount of gains and/or losses related to the effective and ineffective portions of the Swap Agreements and their location on the Consolidated Statements of Operations and the Consolidated Statements of Comprehensive Income (Loss) for the fiscal year ended December 31, 2016 : Effective Portion Ineffective Portion Derivatives Designated as Cash Flow Hedges Gain Recognized in OCI Location of Gain Recognized in Income Gain Recognized in Income Location of Gain Recognized in Income Gain Recognized in Income (in thousands) Swap Agreements $ 946 Interest expense and other $ 226 Interest expense and other $ 152 |
Comprehensive Income (Loss) (Ta
Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table presents the changes, and related tax effects, of each component of accumulated other comprehensive income (loss) for the fiscal years ended December 31, 2016 , 2015 , and 2014 : Foreign Currency Swap Agreements Total (in thousands) Balance at January 1, 2014 $ (162 ) $ — $ (162 ) Other comprehensive loss, net (47 ) — (47 ) Balance at December 31, 2014 (209 ) — (209 ) Other comprehensive loss, net (337 ) — (337 ) Balance at December 31, 2015 (546 ) — (546 ) Other comprehensive income, net (43 ) 720 677 Reclassifications into earnings — 226 226 Income tax provision — (410 ) (410 ) Balance at December 31, 2016 $ (589 ) $ 536 $ (53 ) |
Selected Quarterly Financial 44
Selected Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data | The following is unaudited quarterly financial information for the years ended December 31, 2016 and 2015 (in thousands, except per share amounts). Three Months Ended December 31, September 30, June 30, March 31, December 31, September 30, June 30, March 31, Revenue: On demand $ 141,627 $ 140,883 $ 136,610 $ 123,411 $ 117,090 $ 116,772 $ 110,640 $ 106,460 On premise 695 682 687 772 669 834 726 741 Professional and other 6,749 6,390 5,422 4,200 3,941 3,982 3,396 3,269 Total revenue 149,071 147,955 142,719 128,383 121,700 121,588 114,762 110,470 Gross profit 87,707 83,844 80,641 73,635 70,882 69,848 66,269 62,908 Net income (loss) 7,361 4,210 2,083 2,996 3,900 (8,192 ) (3,318 ) (1,608 ) Net income (loss) per share attributable to common stockholders: Basic and Diluted $ 0.09 $ 0.05 $ 0.03 $ 0.04 $ 0.05 $ (0.11 ) $ (0.04 ) $ (0.02 ) |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($)CustomerEntity | Dec. 31, 2015USD ($)Customer | Dec. 31, 2014USD ($)Customer | |
Schedule Of Significant Accounting Policies [Line Items] | |||
Number of customer accounted for 10% or more of revenue | Customer | 0 | 0 | 0 |
Bed debt expense | $ 2,400 | $ 2,000 | $ 1,500 |
Primary sources of revenue | Entity | 3 | ||
Revenue recognition access period (in years) | 3 years | ||
Renewal of additional term license (in years) | 1 year | ||
Advertising costs | $ 19,400 | 16,300 | $ 15,100 |
Increase (decrease) in deferred tax liabilities | $ 40,230 | 24,901 | |
Minimum | Software and Software Development Costs | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Property plant and equipment, useful life (in years) | 3 years | ||
Maximum | Software and Software Development Costs | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Property plant and equipment, useful life (in years) | 5 years | ||
North America | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Net long-lived assets | $ 125,300 | 77,400 | |
International Subsidiaries | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Net long-lived assets | $ 5,100 | $ 4,800 | |
Revenues | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Percentage of revenues | 5.70% | 4.60% | 4.90% |
Early Adoption | Noncurrent Assets | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Increase (decrease) in net current deferred tax assets | $ 11,000 | ||
Increase (decrease) in deferred tax liabilities | $ 5,200 | ||
Pro Forma [Member] | Accounting Standards Update 2016-09, Excess Tax Benefit Component [Member] | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Effective Income Tax Rate Reconcilation, Share-based Compensation, Excess Tax Benefit, Amount | $ 44,100 |
Summary of Significant Accoun46
Summary of Significant Accounting Policies - Estimated Useful Lives of Property, Equipment and Software (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
Data processing and communications equipment | Minimum | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property plant and equipment, useful life (in years) | 3 years |
Data processing and communications equipment | Maximum | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property plant and equipment, useful life (in years) | 5 years |
Furniture, fixtures and other equipment | Minimum | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property plant and equipment, useful life (in years) | 3 years |
Furniture, fixtures and other equipment | Maximum | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property plant and equipment, useful life (in years) | 5 years |
Software | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property plant and equipment, useful life (in years) | 4 years 8 months 12 days |
Software | Minimum | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property plant and equipment, useful life (in years) | 3 years |
Software | Maximum | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property plant and equipment, useful life (in years) | 5 years |
Leasehold improvements | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property plant and equipment, useful life (in years) | 12 years |
Summary of Significant Accoun47
Summary of Significant Accounting Policies - Estimated Useful Lives of Finite Lived Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Developed product technologies | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of finite-lived intangible asset | 3 years |
Developed product technologies | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of finite-lived intangible asset | 5 years |
Client relationships | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of finite-lived intangible asset | 3 years |
Client relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of finite-lived intangible asset | 10 years |
Vendor relationships | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of finite-lived intangible asset | 7 years |
Trade names | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of finite-lived intangible asset | 1 year |
Trade names | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of finite-lived intangible asset | 7 years |
Summary of Significant Accoun48
Summary of Significant Accounting Policies - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accounting Policies [Abstract] | ||
Accrued compensation, payroll taxes, and benefits | $ 19,387 | $ 12,492 |
Self-insured medical plans | 1,774 | 1,831 |
Current portion of liabilities related to acquisitions | 13,084 | 6,502 |
Other current liabilities | 16,219 | 7,469 |
Total accrued expenses and other current liabilities | $ 50,464 | $ 28,294 |
Summary of Significant Accoun49
Summary of Significant Accounting Policies - Other Long Term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accounting Policies [Abstract] | ||
Accrued lease liability | $ 28,086 | $ 27,869 |
Other long-term liabilities | 1,757 | 6,554 |
Total other long-term liabilities | $ 29,843 | $ 34,423 |
Acquisitions -2016 Acquisitions
Acquisitions -2016 Acquisitions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jun. 30, 2016 | May 31, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 259,938,000 | $ 220,097,000 | $ 193,378,000 | |||
Deferred tax asset related to net operating loss carryforwards | 16,193,000 | 13,733,000 | ||||
Indemnification asset | 1,220,000 | 0 | ||||
Gain (loss) due to changes in contingent cash payments | (877,000) | $ (3,268,000) | $ 173,000 | |||
eSupply, Systems, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | $ 7,000,000 | |||||
Cash paid | 5,500,000 | |||||
Deferred cash payment amount | $ 1,600,000 | |||||
Length of time after acquisition date of deferred cash payment to be made | 18 months | |||||
Deferred cash payment, fair value | $ 1,500,000 | |||||
Goodwill | 3,216,000 | |||||
Deferred tax assets, net | 0 | |||||
AssetEye, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | $ 4,900,000 | |||||
Cash paid | 3,600,000 | |||||
Deferred cash payment amount | $ 1,000,000 | |||||
Length of time after acquisition date of deferred cash payment to be made | 2 years | |||||
Deferred cash payment, fair value | $ 900,000 | |||||
Goodwill | 3,154,000 | |||||
Cash acquired from acquisition | 800,000 | |||||
Liability for the estimated cash payment | 1,000,000 | |||||
Business acquisition, additional cash payments | 200,000 | |||||
Fair value of contingent cash obligation | 200,000 | |||||
Deferred tax assets, net | 0 | |||||
Deferred tax asset related to net operating loss carryforwards | $ 0 | |||||
NWP Services Corporation | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | $ 69,000,000 | |||||
Cash paid | 59,000,000 | |||||
Deferred cash payment amount | $ 7,200,000 | |||||
Length of time after acquisition date of deferred cash payment to be made | 3 years | |||||
Deferred cash payment, fair value | $ 6,800,000 | |||||
Goodwill | 35,300,000 | 33,520,000 | ||||
Cash acquired from acquisition | 100,000 | |||||
Other consideration transferred | 3,200,000 | |||||
Direct acquisition costs | 300,000 | |||||
Intangible assets: | 16,300,000 | |||||
Goodwill, expected tax deductible amount | 700,000 | |||||
Intangible assets, expected tax deductible amount | 11,000,000 | |||||
Acquired receivables, gross contractual amount | 11,300,000 | |||||
Acquired receivables, estimated uncollectible | 3,400,000 | |||||
Deferred tax assets, net | 10,200,000 | 11,173,000 | ||||
Indemnification asset | $ 1,200,000 | |||||
Goodwill, period increase (decrease) | (1,800,000) | |||||
Change in deferred cash obligation | (800,000) | |||||
Payments due to certain employees and former shareholders | 3,300,000 | |||||
2016 Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Deferred cash payment amount | 100,000 | |||||
Liability for the estimated cash payment | 500,000 | |||||
Aggregate deferred cash obligation | 8,700,000 | |||||
Deferred cash obligation discount | (1,200,000) | |||||
Gain (loss) due to changes in contingent cash payments | 300,000 | |||||
Paid contingent cash obligations | 0 | |||||
Developed product technologies | eSupply, Systems, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Amortized useful life of acquired intangible assets | 3 years | |||||
Intangible assets: | 2,160,000 | |||||
Developed product technologies | AssetEye, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets: | 1,638,000 | |||||
Developed product technologies | NWP Services Corporation | ||||||
Business Acquisition [Line Items] | ||||||
Amortized useful life of acquired intangible assets | 5 years | |||||
Intangible assets: | 2,740,000 | |||||
Client relationships | eSupply, Systems, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Amortized useful life of acquired intangible assets | 10 years | |||||
Intangible assets: | 1,390,000 | |||||
Client relationships | AssetEye, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Amortized useful life of acquired intangible assets | 10 years | |||||
Intangible assets: | 1,041,000 | |||||
Client relationships | NWP Services Corporation | ||||||
Business Acquisition [Line Items] | ||||||
Amortized useful life of acquired intangible assets | 10 years | |||||
Intangible assets: | 12,900,000 | |||||
Trade names | eSupply, Systems, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets: | 35,000 | |||||
Trade names | AssetEye, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Amortized useful life of acquired intangible assets | 5 years | |||||
Intangible assets: | 6,000 | |||||
Trade names | NWP Services Corporation | ||||||
Business Acquisition [Line Items] | ||||||
Amortized useful life of acquired intangible assets | 3 years | |||||
Intangible assets: | 709,000 | |||||
Federal and State Jurisdictions | NWP Services Corporation | ||||||
Business Acquisition [Line Items] | ||||||
Deferred tax asset related to net operating loss carryforwards | $ 9,900,000 | |||||
Deferred tax assets, tax benefit from operating loss carryforwards arising from various limitations and restrictions on business acquisition | $ 27,300,000 | |||||
Deferred Tax Asset [Member] | NWP Services Corporation | ||||||
Business Acquisition [Line Items] | ||||||
Adjustment to deferred taxes | $ 1,000,000 |
Acquisitions - 2015 Acquisition
Acquisitions - 2015 Acquisitions (Details) - USD ($) | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | Jan. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||||
Gain (loss) due to changes in contingent cash payments | $ (877,000) | $ (3,268,000) | $ 173,000 | ||||
Goodwill | 259,938,000 | 220,097,000 | $ 193,378,000 | ||||
Indatus | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 49,400,000 | ||||||
Cash paid | 43,800,000 | ||||||
Deferred cash payment amount | $ 5,000,000 | ||||||
Length of time after acquisition date of deferred cash payment to be made | 19 months | ||||||
Liability for the estimated cash payment | $ 2,000,000 | ||||||
Contingent cash holdback period | 12 months | ||||||
Deferred cash payment, fair value | $ 4,700,000 | ||||||
Fair value of contingent cash obligation | 900,000 | ||||||
Direct acquisition costs | 300,000 | ||||||
Paid contingent cash obligations | $ 0 | ||||||
Goodwill | 25,575,000 | ||||||
VRX | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | 2,000,000 | ||||||
Cash paid | $ 1,500,000 | ||||||
Length of time after acquisition date of deferred cash payment to be made | 15 months | ||||||
Liability for the estimated cash payment | $ 3,000,000 | ||||||
Fair value of contingent cash obligation | 500,000 | ||||||
Deferred cash obligation | 500,000 | ||||||
Goodwill | $ 1,186,000 | ||||||
2015 Acquisitions | |||||||
Business Acquisition [Line Items] | |||||||
Deferred cash payment amount | 2,400,000 | ||||||
Liability for the estimated cash payment | 0 | 800,000 | |||||
Aggregate deferred cash obligation | 2,500,000 | 5,100,000 | |||||
Deferred cash obligation discount | (100,000) | (200,000) | |||||
Gain (loss) due to changes in contingent cash payments | $ 800,000 | 600,000 | |||||
InstaManager | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 9,200,000 | ||||||
Cash paid | 6,000,000 | ||||||
Deferred cash payment amount | $ 1,000,000 | ||||||
Length of time after acquisition date of deferred cash payment to be made | 2 years | ||||||
Liability for the estimated cash payment | $ 2,400,000 | ||||||
Deferred cash payment, fair value | $ 800,000 | ||||||
Goodwill | 4,135,000 | ||||||
Kigo, Inc | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 36,200,000 | ||||||
Cash paid | 30,700,000 | ||||||
Deferred cash payment amount | $ 5,500,000 | ||||||
Length of time after acquisition date of deferred cash payment to be made | 2 years 6 months | ||||||
Direct acquisition costs | $ 500,000 | ||||||
Goodwill | $ 32,996,000 | ||||||
Developed product technologies | Indatus | |||||||
Business Acquisition [Line Items] | |||||||
Amortized useful life of acquired intangible assets | 3 years | ||||||
Developed product technologies | VRX | |||||||
Business Acquisition [Line Items] | |||||||
Amortized useful life of acquired intangible assets | 3 years | ||||||
Developed product technologies | InstaManager | |||||||
Business Acquisition [Line Items] | |||||||
Amortized useful life of acquired intangible assets | 3 years | ||||||
Developed product technologies | Kigo, Inc | |||||||
Business Acquisition [Line Items] | |||||||
Amortized useful life of acquired intangible assets | 3 years | ||||||
Trade names | Indatus | |||||||
Business Acquisition [Line Items] | |||||||
Amortized useful life of acquired intangible assets | 1 year | ||||||
Trade names | InstaManager | |||||||
Business Acquisition [Line Items] | |||||||
Amortized useful life of acquired intangible assets | 0 years | ||||||
Client relationships | Indatus | |||||||
Business Acquisition [Line Items] | |||||||
Amortized useful life of acquired intangible assets | 10 years | ||||||
Client relationships | Kigo, Inc | |||||||
Business Acquisition [Line Items] | |||||||
Amortized useful life of acquired intangible assets | 10 years | ||||||
Maximum | VRX | |||||||
Business Acquisition [Line Items] | |||||||
Liability for the estimated cash payment | $ 1,500,000 |
Acquisitions - 2014 Acquisition
Acquisitions - 2014 Acquisitions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jun. 30, 2014 | May 31, 2014 | Mar. 31, 2014 | Jan. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||||||
Gain (loss) due to changes in contingent cash payments | $ (877,000) | $ (3,268,000) | $ 173,000 | ||||
InstaManager | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 9,200,000 | ||||||
Cash paid | 6,000,000 | ||||||
Deferred cash payment amount | $ 1,000,000 | ||||||
Length of time after acquisition date of deferred cash payment to be made | 2 years | ||||||
Additional future cash payment amount | $ 7,000,000 | ||||||
Deferred cash payment, fair value | 800,000 | ||||||
Liability for the estimated cash payment | $ 2,400,000 | ||||||
InstaManager | Developed product technologies | |||||||
Business Acquisition [Line Items] | |||||||
Amortized useful life of acquired intangible assets | 3 years | ||||||
InstaManager | Trade names | |||||||
Business Acquisition [Line Items] | |||||||
Amortized useful life of acquired intangible assets | 0 years | ||||||
VMM | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 1,200,000 | ||||||
Cash paid | 1,000,000 | ||||||
Deferred cash payment amount | $ 200,000 | ||||||
Length of time after acquisition date of deferred cash payment to be made | 2 years | ||||||
Additional future cash payment amount | $ 2,000,000 | ||||||
Deferred cash payment, fair value | 200,000 | ||||||
Liability for the estimated cash payment | $ 100,000 | ||||||
VMM | Developed product technologies | |||||||
Business Acquisition [Line Items] | |||||||
Amortized useful life of acquired intangible assets | 3 years | ||||||
VMM | Client relationships | |||||||
Business Acquisition [Line Items] | |||||||
Amortized useful life of acquired intangible assets | 10 years | ||||||
Notivus | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 4,400,000 | ||||||
Cash paid | 3,600,000 | ||||||
Deferred cash payment amount | $ 800,000 | ||||||
Length of time after acquisition date of deferred cash payment to be made | 2 years | ||||||
Deferred cash payment, fair value | $ 800,000 | ||||||
Notivus | Developed product technologies | |||||||
Business Acquisition [Line Items] | |||||||
Amortized useful life of acquired intangible assets | 3 years | ||||||
Kigo, Inc | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 36,200,000 | ||||||
Cash paid | 30,700,000 | ||||||
Deferred cash payment amount | $ 5,500,000 | ||||||
Length of time after acquisition date of deferred cash payment to be made | 2 years 6 months | ||||||
Direct acquisition costs | $ 500,000 | ||||||
Kigo, Inc | LIBOR | |||||||
Business Acquisition [Line Items] | |||||||
Basis spread on variable rate | 1.00% | ||||||
Kigo, Inc | Developed product technologies | |||||||
Business Acquisition [Line Items] | |||||||
Amortized useful life of acquired intangible assets | 3 years | ||||||
Kigo, Inc | Client relationships | |||||||
Business Acquisition [Line Items] | |||||||
Amortized useful life of acquired intangible assets | 10 years | ||||||
2014 Acquisitions | |||||||
Business Acquisition [Line Items] | |||||||
Liability for the estimated cash payment | 0 | ||||||
Aggregate deferred cash obligation | 3,900,000 | 6,200,000 | |||||
Paid deferred cash obligations | $ 2,500,000 | 1,200,000 | |||||
Gain (loss) due to changes in contingent cash payments | 1,800,000 | ||||||
Paid contingent cash obligations | $ 500,000 |
Acquisitions - Acquisitions Pri
Acquisitions - Acquisitions Prior to 2014 (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||
Gain (loss) due to changes in contingent cash payments | $ (877,000) | $ (3,268,000) | $ 173,000 |
Acquisitions Prior to 2014 | |||
Business Acquisition [Line Items] | |||
Deferred cash obligation | 100,000 | 1,000,000 | |
Paid deferred cash obligations | 900,000 | 1,400,000 | |
Liability for the estimated cash payment | $ 0 | 0 | |
Paid contingent cash obligations | 700,000 | ||
Gain (loss) due to changes in contingent cash payments | $ 1,100,000 |
Acquisitions - Allocated Purcha
Acquisitions - Allocated Purchase Price Table (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 259,938 | $ 220,097 | $ 193,378 | ||
NWP Services Corporation | |||||
Business Acquisition [Line Items] | |||||
Restricted cash | 4,960 | ||||
Accounts receivable | 7,902 | ||||
Property, equipment, and software | 3,194 | ||||
Intangible assets: | $ 16,300 | ||||
Goodwill | 33,520 | 35,300 | |||
Deferred tax assets, net | 11,173 | $ 10,200 | |||
Other assets, net of other liabilities | 3,065 | ||||
Accounts payable and accrued liabilities | (6,962) | ||||
Client deposits held in restricted accounts | (5,018) | ||||
Deferred revenue | 0 | ||||
Deferred tax liabilities, net | 0 | ||||
Total purchase price | 68,183 | ||||
NWP Services Corporation | Developed product technologies | |||||
Business Acquisition [Line Items] | |||||
Intangible assets: | 2,740 | ||||
NWP Services Corporation | Client relationships | |||||
Business Acquisition [Line Items] | |||||
Intangible assets: | 12,900 | ||||
NWP Services Corporation | Trade names | |||||
Business Acquisition [Line Items] | |||||
Intangible assets: | 709 | ||||
AssetEye, Inc. | |||||
Business Acquisition [Line Items] | |||||
Restricted cash | 0 | ||||
Accounts receivable | 90 | ||||
Property, equipment, and software | 0 | ||||
Goodwill | 3,154 | ||||
Deferred tax assets, net | 0 | ||||
Other assets, net of other liabilities | 8 | ||||
Accounts payable and accrued liabilities | 0 | ||||
Client deposits held in restricted accounts | 0 | ||||
Deferred revenue | (16) | ||||
Deferred tax liabilities, net | (1,010) | ||||
Total purchase price | 4,911 | ||||
AssetEye, Inc. | Developed product technologies | |||||
Business Acquisition [Line Items] | |||||
Intangible assets: | 1,638 | ||||
AssetEye, Inc. | Client relationships | |||||
Business Acquisition [Line Items] | |||||
Intangible assets: | 1,041 | ||||
AssetEye, Inc. | Trade names | |||||
Business Acquisition [Line Items] | |||||
Intangible assets: | 6 | ||||
eSupply, Systems, LLC | |||||
Business Acquisition [Line Items] | |||||
Restricted cash | 0 | ||||
Accounts receivable | 259 | ||||
Property, equipment, and software | 0 | ||||
Goodwill | 3,216 | ||||
Deferred tax assets, net | 0 | ||||
Other assets, net of other liabilities | 71 | ||||
Accounts payable and accrued liabilities | (147) | ||||
Client deposits held in restricted accounts | 0 | ||||
Deferred revenue | (29) | ||||
Deferred tax liabilities, net | 0 | ||||
Total purchase price | 6,955 | ||||
eSupply, Systems, LLC | Developed product technologies | |||||
Business Acquisition [Line Items] | |||||
Intangible assets: | 2,160 | ||||
eSupply, Systems, LLC | Client relationships | |||||
Business Acquisition [Line Items] | |||||
Intangible assets: | 1,390 | ||||
eSupply, Systems, LLC | Trade names | |||||
Business Acquisition [Line Items] | |||||
Intangible assets: | $ 35 | ||||
Indatus | |||||
Business Acquisition [Line Items] | |||||
Accounts receivable | $ 646 | ||||
Goodwill | 25,575 | ||||
Other liabilities, net of other assets | (57) | ||||
Total purchase price | 49,417 | ||||
Indatus | Developed product technologies | |||||
Business Acquisition [Line Items] | |||||
Intangible assets: | 13,400 | ||||
Indatus | Client relationships | |||||
Business Acquisition [Line Items] | |||||
Intangible assets: | 9,770 | ||||
Indatus | Trade names | |||||
Business Acquisition [Line Items] | |||||
Intangible assets: | 83 | ||||
VRX | |||||
Business Acquisition [Line Items] | |||||
Accounts receivable | 0 | ||||
Goodwill | 1,186 | ||||
Other liabilities, net of other assets | 0 | ||||
Total purchase price | 1,991 | ||||
VRX | Developed product technologies | |||||
Business Acquisition [Line Items] | |||||
Intangible assets: | 794 | ||||
VRX | Client relationships | |||||
Business Acquisition [Line Items] | |||||
Intangible assets: | 11 | ||||
VRX | Trade names | |||||
Business Acquisition [Line Items] | |||||
Intangible assets: | $ 0 | ||||
InstaManager | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 4,135 | ||||
Deferred revenue | 33 | ||||
Deferred tax liabilities, net | 0 | ||||
Other liabilities, net of other assets | 55 | ||||
Total purchase price | 9,174 | ||||
InstaManager | Developed product technologies | |||||
Business Acquisition [Line Items] | |||||
Intangible assets: | 4,490 | ||||
InstaManager | Client relationships | |||||
Business Acquisition [Line Items] | |||||
Intangible assets: | 0 | ||||
InstaManager | Trade names | |||||
Business Acquisition [Line Items] | |||||
Intangible assets: | 527 | ||||
VMM | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 358 | ||||
Deferred revenue | 0 | ||||
Deferred tax liabilities, net | 0 | ||||
Other liabilities, net of other assets | 0 | ||||
Total purchase price | 1,229 | ||||
VMM | Developed product technologies | |||||
Business Acquisition [Line Items] | |||||
Intangible assets: | 671 | ||||
VMM | Client relationships | |||||
Business Acquisition [Line Items] | |||||
Intangible assets: | 200 | ||||
VMM | Trade names | |||||
Business Acquisition [Line Items] | |||||
Intangible assets: | 0 | ||||
Notivus | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 2,852 | ||||
Deferred revenue | 156 | ||||
Deferred tax liabilities, net | 0 | ||||
Other liabilities, net of other assets | (141) | ||||
Total purchase price | 4,395 | ||||
Notivus | Developed product technologies | |||||
Business Acquisition [Line Items] | |||||
Intangible assets: | 1,840 | ||||
Notivus | Client relationships | |||||
Business Acquisition [Line Items] | |||||
Intangible assets: | 0 | ||||
Notivus | Trade names | |||||
Business Acquisition [Line Items] | |||||
Intangible assets: | 0 | ||||
Kigo, Inc | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 32,996 | ||||
Deferred revenue | 0 | ||||
Deferred tax liabilities, net | (495) | ||||
Other liabilities, net of other assets | (547) | ||||
Total purchase price | 36,246 | ||||
Kigo, Inc | Developed product technologies | |||||
Business Acquisition [Line Items] | |||||
Intangible assets: | 2,570 | ||||
Kigo, Inc | Client relationships | |||||
Business Acquisition [Line Items] | |||||
Intangible assets: | 1,120 | ||||
Kigo, Inc | Trade names | |||||
Business Acquisition [Line Items] | |||||
Intangible assets: | $ 602 |
Acquisitions - Pro Forma Financ
Acquisitions - Pro Forma Financial Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Amortization of finite-lived intangible assets | $ 24,500 | $ 22,000 | $ 20,700 |
Total revenue | 578,985 | 534,625 | |
Net income (loss) | $ 16,065 | $ (12,075) | |
Net income (loss) per share attributable to common stockholders: | |||
Basic (in dollars per share) | $ 0.21 | $ (0.16) | |
Acquired Intangible Assets | |||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Amortization of finite-lived intangible assets | $ (1,400) | $ (7,300) |
Accounts Receivable and Other56
Accounts Receivable and Other Current Assets - Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 94,835 | $ 76,510 |
Less: Allowance for doubtful accounts | (2,468) | (2,318) |
Accounts receivable, net | 92,367 | 74,192 |
Trade receivables from clients | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 82,094 | 66,839 |
Insurance commissions receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 12,741 | $ 9,671 |
Accounts Receivable and Other57
Accounts Receivable and Other Current Assets - Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Lease-related receivables | $ 449 | $ 20,683 |
Inventory | 2,110 | 548 |
Indemnification asset | 1,220 | 0 |
Other current assets | 1,933 | 1,854 |
Total other current assets | $ 5,712 | $ 23,085 |
Property, Equipment and Softw58
Property, Equipment and Software - Components of Property, Equipment and Software (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | $ 241,511 | $ 181,234 |
Less: Accumulated depreciation and amortization | (111,083) | (99,036) |
Property, equipment, and software, net | 130,428 | 82,198 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | 51,242 | 26,138 |
Data processing and communications equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | 76,773 | 67,871 |
Furniture, fixtures, and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | 26,513 | 18,253 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | $ 86,983 | $ 68,972 |
Property, Equipment and Softw59
Property, Equipment and Software - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense for property, equipment and software | $ 24,500,000 | $ 20,600,000 | $ 18,900,000 |
Carrying amount of capitalized development costs | 55,400,000 | 41,200,000 | |
Accumulated amortization | 19,800,000 | 14,000,000 | |
Capitalization of software development costs | 13,700,000 | 10,500,000 | 10,900,000 |
Impairment loss | 750,000 | 20,801,000 | |
Loss on disposal of software in development | (497,000) | (3,070,000) | (386,000) |
Impairment of Leasehold | 0 | ||
Disposal of fixed assets | 600,000 | 1,300,000 | |
Loss on disposal of fixed assets | (600,000) | (200,000) | |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense for property, equipment and software | $ 5,800,000 | 3,300,000 | 1,700,000 |
Weighted-average useful life (in years) | 4 years 8 months 12 days | ||
Leasehold Improvements | |||
Property, Plant and Equipment [Line Items] | |||
Weighted-average useful life (in years) | 12 years | ||
Product Development | Software | |||
Property, Plant and Equipment [Line Items] | |||
Impairment loss | $ 0 | ||
Loss on disposal of software in development | 1,400,000 | ||
General and Administrative | Leasehold Improvements | |||
Property, Plant and Equipment [Line Items] | |||
Tangible asset impairment charges | $ 1,500,000 |
Goodwill and Other Intangible60
Goodwill and Other Intangible Assets - Change in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 220,097 | $ 193,378 |
Goodwill acquired | 39,890 | 26,719 |
Other | 49 | |
Ending balance | $ 259,938 | $ 220,097 |
Goodwill and Other Intangible61
Goodwill and Other Intangible Assets - Other Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-lived Intangible Assets [Roll Forward] | ||
Finite-lived intangible assets, beginning balance | $ 176,701 | $ 147,615 |
Additions | 22,619 | 24,047 |
Deletions | (3,386) | |
Transfers / Other | 7 | 5,039 |
Finite-lived intangible assets, ending balance | 195,941 | 176,701 |
Finite-lived Intangible Assets, Accumulated Amortization [Roll Forward] | ||
Accumulated Amortization, beginning balance | (110,882) | (88,880) |
Additions | (24,489) | (22,002) |
Deletions | 1,904 | |
Accumulated Amortization, ending balance | (133,467) | (110,882) |
Indefinite-lived Intangible Assets [Roll Forward] | ||
Deletions | (3,694) | 0 |
Impairments | (750) | (20,801) |
Intangible Assets, Net [Roll Forward] | ||
Intangible assets, net, beginning balance | 81,280 | 100,085 |
Additions | (1,870) | 2,045 |
Transfers / Other | 10 | (49) |
Intangible assets, net, ending balance | 74,976 | 81,280 |
Developed product technologies | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Finite-lived intangible assets, beginning balance | 69,379 | 55,212 |
Additions | 6,538 | 14,194 |
Deletions | 0 | |
Transfers / Other | 7 | (27) |
Finite-lived intangible assets, ending balance | 75,924 | 69,379 |
Client relationships | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Finite-lived intangible assets, beginning balance | 96,523 | 86,753 |
Additions | 15,331 | 9,770 |
Deletions | (3,386) | |
Finite-lived intangible assets, ending balance | 108,468 | 96,523 |
Vendor relationships | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Finite-lived intangible assets, beginning balance | 5,650 | 5,650 |
Deletions | 0 | |
Finite-lived intangible assets, ending balance | 5,650 | 5,650 |
Trade names | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Finite-lived intangible assets, beginning balance | 5,149 | |
Additions | 750 | 83 |
Deletions | 0 | |
Transfers / Other | 5,066 | |
Finite-lived intangible assets, ending balance | 5,899 | 5,149 |
Trade names | ||
Indefinite-lived Intangible Assets [Roll Forward] | ||
Beginning balance, indefinite-lived trade names | 15,461 | 41,350 |
Additions | 0 | 0 |
Deletions | (2,212) | 0 |
Impairments | (750) | (20,801) |
Transfers / Other | 3 | (5,088) |
Ending balance, indefinite-lived trade names | $ 12,502 | $ 15,461 |
Goodwill and Other Intangible62
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) | Sep. 30, 2016 | Sep. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | |||||||
Goodwill, impairment loss | $ 0 | $ 0 | $ 0 | ||||
Amortization of finite-lived intangible assets | 24,500,000 | 22,000,000 | 20,700,000 | ||||
Impairment of identified intangible assets | $ 750,000 | $ 20,801,000 | $ 0 | ||||
Trade names | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Impairment of identified intangible assets | $ 800,000 | $ 500,000 | |||||
MyNewPlace | Trade names | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Estimated useful life of finite-lived intangible asset | 7 years | ||||||
MyNewPlace | Trade names | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Impairment of identified intangible assets | $ 20,300,000 |
Goodwill and Other Intangible63
Goodwill and Other Intangible Assets - Estimated Amortization of Intangible Assets (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,017 | $ 18,797 |
2,018 | 13,380 |
2,019 | 9,860 |
2,020 | 8,159 |
2,021 | $ 5,545 |
Debt - 2014 Credit Facility (De
Debt - 2014 Credit Facility (Details) | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2014USD ($) | Dec. 31, 2016USD ($) | Feb. 28, 2017USD ($) | Sep. 30, 2016USD ($) | Feb. 29, 2016USD ($) | Dec. 31, 2015USD ($) | |
Line of Credit Facility [Line Items] | ||||||
Interest coverage ratio | 3 | |||||
Revolving facility | $ 0 | $ 40,000,000 | ||||
Consolidated net coverage ratio following permitted acquisition | 3.50 | |||||
Revolving line of credit facility borrowed | $ 40,000,000 | |||||
Weighted-average interest rate | 1.75% | 1.58% | ||||
Revolving line of credit facility, available borrowing capacity | $ 200,000,000 | |||||
Issuance of letters of credit outstanding, amount | 10,000,000 | |||||
Unamortized debt issuance costs | 1,300,000 | $ 1,000,000 | ||||
Permitted Acquisition | ||||||
Line of Credit Facility [Line Items] | ||||||
Consolidated net coverage ratio following permitted acquisition | 3.75 | |||||
Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Aggregate principal amount | $ 200,000,000 | |||||
Additional borrowing capacity | $ 150,000,000 | |||||
Revolving facility | $ 0 | |||||
Consolidated net coverage ratio following permitted acquisition | 3.25 | |||||
Revolving Credit Facility | LIBOR | Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 1.25% | 1.25% | ||||
Revolving Credit Facility | LIBOR | Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 2.00% | 1.75% | ||||
Revolving Credit Facility | Base Rate | Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 0.25% | 0.25% | ||||
Revolving Credit Facility | Base Rate | Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 1.00% | 0.75% | ||||
Revolving Credit Facility | Federal Funds Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 0.50% | |||||
Revolving Credit Facility | One-Month LIBOR | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 1.00% | |||||
Standby Letters of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Sub limit for issuance of letters of credit | $ 10,000,000 | |||||
Swingline Loan | ||||||
Line of Credit Facility [Line Items] | ||||||
Sub limit for issuance of letters of credit | $ 20,000,000 | |||||
Revolving line of credit facility, available borrowing capacity | $ 20,000,000 | |||||
Term Loan, Amendment | ||||||
Line of Credit Facility [Line Items] | ||||||
Additional borrowing capacity | $ 25,000,000 | |||||
Line of Credit | Term Loan, Amendment | ||||||
Line of Credit Facility [Line Items] | ||||||
Aggregate principal amount | $ 125,000,000 | |||||
Gross debt issuance costs | $ 700,000 | |||||
Line of Credit | Term Loan, Amendment | Base Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Consolidated net coverage ratio following permitted acquisition | 4 | |||||
Convertible Debt | Term Loan, Amendment | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, face amount | $ 150,000,000 | |||||
Term Loan | ||||||
Line of Credit Facility [Line Items] | ||||||
Revolving facility | 122,600,000 | |||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
2,017 | 5,469,000 | |||||
2,018 | 6,250,000 | |||||
2,019 | 110,918,000 | |||||
Total Long-term Debt | 122,637,000 | |||||
Term Loan | Term Loan, Amendment | ||||||
Line of Credit Facility [Line Items] | ||||||
Unamortized debt issuance costs | $ 500,000 | |||||
Subsequent Event | Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Aggregate principal amount | $ 522,646,000 | |||||
Subsequent Event | Term Loan, Amendment | ||||||
Line of Credit Facility [Line Items] | ||||||
Additional borrowing capacity | $ 200,000,000 |
Stock-based Expense - Additiona
Stock-based Expense - Additional Information (Detail) $ in Thousands | Aug. 24, 2011Employeeshares | Jan. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options granted (in shares) | shares | 0 | |||||
Stock-based expense | $ 36,852 | $ 38,122 | $ 37,050 | |||
Tax benefit related to stock-based compensation expense | 13,900 | 14,400 | 14,000 | |||
Unrecognized compensation cost | $ 42,900 | |||||
Unrecognized non-vested stock awards recognition period | 1 year 9 months 18 days | |||||
Cash proceeds from stock-based compensation arrangements | $ 28,500 | 12,100 | 9,900 | |||
Aggregate intrinsic value of stock options | $ 11,300 | $ 5,000 | $ 8,500 | |||
Forfeiture rate | 0.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||
Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options vesting period (in years) | 3 years 9 months | 3 years | ||||
Vesting percentage | 75.00% | |||||
Expiration period from grant date (in years) | 10 years | |||||
Percentage of stock options to be vested during remaining period | 25.00% | |||||
Market Based Restricted Stock | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Requisite service period (in months) | 15 months | 24 months | ||||
Market Based Restricted Stock | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Requisite service period (in months) | 33 months | 30 months | ||||
Time Based Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options vesting period (in years) | 4 years | 3 years | ||||
Aggregate grant date fair value | $ 16,900 | $ 21,500 | $ 23,300 | |||
Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options granted (in shares) | shares | 27,634,259 | 25,634,259 | ||||
Multifamily Technology Solutions, Inc | Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options granted (in shares) | shares | 349,693 | |||||
Number of Employees | Employee | 96 | |||||
Stock options vesting period (in years) | 10 years | |||||
Multifamily Technology Solutions, Inc | Vesting period 1 | Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options vesting period (in years) | 4 years | |||||
Vesting percentage | 25.00% | |||||
Multifamily Technology Solutions, Inc | Vesting period 2 | Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options vesting period (in years) | 1 year | |||||
Vesting percentage | 20.00% | |||||
Multifamily Technology Solutions, Inc | Vesting period 3 | Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options vesting period (in years) | 4 years |
Stock-based Expense - Summary o
Stock-based Expense - Summary of Stock Option Transactions Under Equity Plan, Stock Incentive Plan, Multifamily Technology Solutions Plan and Board Plan (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Number of Shares | |||
Number of Shares, Beginning Balance | 5,801,873 | 5,566,888 | 5,914,802 |
Number of Shares, Granted | 2,434,198 | 1,934,031 | |
Number of Shares, Exercised | (1,568,699) | (809,303) | (907,765) |
Number of Shares, Forfeited/cancelled | (625,431) | (1,389,910) | (1,336,894) |
Number of Shares, Expired | (654) | (37,286) | |
Number of Shares, ending balance | 3,607,089 | 5,801,873 | 5,566,888 |
Range of Exercise Prices | |||
Range of exercise prices beginning balance, lower limit (in dollars per share) | $ 0.91 | $ 0.91 | $ 0.91 |
Range of exercise prices beginning balance, upper limit (in dollars per share) | 29.5 | 29.5 | 29.5 |
Range of exercise prices, Granted lower limit (in dollars per share) | 18.79 | 15.19 | |
Range of exercise prices, Granted upper limit (in dollars per share) | 23.1 | 21.54 | |
Range of exercise prices Exercised, lower limit (in dollars per share) | 1.68 | 0.91 | 0.91 |
Range of exercise prices Exercised, upper limit (in dollars per share) | 27.18 | 21.6 | 21.6 |
Range of exercise prices Forfeited/cancelled, lower limit (in dollars per share) | 4.28 | 5.04 | 4.28 |
Range of exercise prices Forfeited/cancelled, upper limit (in dollars per share) | 29.50 | 29.5 | 29.5 |
Range of exercise prices Expired, lower limit (in dollars per share) | 0.91 | 19.78 | |
Range of exercise prices Expired, upper limit (in dollars per share) | 0.91 | 24.64 | |
Range of exercise prices Ending Balance, lower limit (in dollars per share) | 2.55 | 0.91 | 0.91 |
Range of exercise prices Ending Balance, upper limit (in dollars per share) | 29.50 | 29.5 | 29.5 |
Weighted-Average Exercise Price | |||
Weighted average exercise price, Beginning Balance (in dollars per share) | 19.43 | 18.89 | 18.56 |
Weighted average exercise price, Granted (in dollars per share) | 19.81 | 17.68 | |
Weighted average exercise price, Exercised (in dollars per share) | 18.16 | 14.97 | 10.92 |
Weighted average exercise price, Forfeited/cancelled (in dollars per share) | 21.77 | 20.54 | 20.93 |
Weighted average exercise price, Expired (in dollars per share) | 0.91 | 24.02 | |
Weighted average exercise price, Ending Balance (in dollars per share) | $ 19.58 | $ 19.43 | $ 18.89 |
Stock-based Expense - Outstandi
Stock-based Expense - Outstanding Stock Options, Vested and Expected to Vest, Non-Vested and Stock Options Currently Exercisable (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number of options, options fully vested and expected to vest | 3,606,462 | 5,795,711 |
Weighted average remaining contractual life (in years), options fully vested and expected to vest | 6 years 6 months | 7 years 6 months |
Weighted average exercise price, options fully vested and expected to vest (in dollars per share) | $ 19.58 | $ 19.43 |
Aggregate intrinsic value, options fully vested and expected to vest | $ 37,581 | $ 21,080 |
Number of shares options, options exercisable | 2,477,474 | 2,843,655 |
Weighted average remaining contractual life (in years), options exercisable | 5 years 10 months 24 days | 6 years 4 months 24 days |
Weighted average exercise price, options exercisable (in dollars per share) | $ 19.24 | $ 18.67 |
Aggregate intrinsic value, options exercisable | $ 26,659 | $ 13,316 |
Stock-based Expense - Awards Gr
Stock-based Expense - Awards Granted Assumptions (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.50% | 1.30% | |
Expected option life (in years) | 4 years 7 months 6 days | 4 years 4 months 24 days | |
Forfeiture rate | 0.00% | ||
Expected volatility | 42.30% | 42.80% | |
Weighted-average grant date fair value (in dollars per share) | $ 7.42 | $ 6.44 | |
Market Based Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.10% | 1.10% | 1.10% |
Expected volatility | 41.50% | 38.70% | 43.60% |
Stock-based Expense - Summary69
Stock-based Expense - Summary of Time-Based Restricted Share Awards' Activity (Detail) - Restricted Stock - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Number of Shares | |||
Beginning Balance (in shares) | 1,068,706 | 1,624,519 | 2,090,803 |
Granted (in shares) | 1,793,257 | 913,077 | 1,238,226 |
Vested (in shares) | (841,983) | (1,077,102) | (1,101,143) |
Forfeited/cancelled (in shares) | (386,479) | (391,788) | (603,367) |
Ending Balance (in shares) | 1,633,501 | 1,068,706 | 1,624,519 |
Weighted-Average price | |||
Beginning of Period (in dollars per share) | $ 20.05 | $ 20.01 | $ 22.10 |
Granted (in dollars per share) | 20.79 | 19.84 | 17.69 |
Vested (in dollars per share) | 20.14 | 19.78 | 21.18 |
Forfeited/cancelled (in dollars per share) | 20.21 | 18.65 | 20.36 |
Ending of Period (in dollars per share) | $ 20.78 | $ 20.05 | $ 20.01 |
Stock-based Expense - Performan
Stock-based Expense - Performance-Based Restricted Share Awards Activity (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Market Based Restricted Stock | |||
Number of Shares | |||
Beginning Balance (in shares) | 1,015,095 | 520,000 | 0 |
Granted (in shares) | 794,025 | 691,165 | 520,000 |
Vested (in shares) | (51,250) | ||
Forfeited/cancelled (in shares) | (193,710) | (196,070) | |
Ending Balance (in shares) | 1,564,160 | 1,015,095 | 520,000 |
Weighted-Average price | |||
Beginning of Period (in dollars per share) | $ 11.85 | $ 11.26 | $ 0 |
Granted (in dollars per share) | 13.58 | 11.59 | 11.26 |
Vested (in dollars per share) | 12.52 | ||
Forfeited/cancelled (in dollars per share) | 11.61 | 9.39 | |
Ending of Period (in dollars per share) | $ 12.73 | $ 11.85 | $ 11.26 |
Performance Based Restricted Stock | |||
Number of Shares | |||
Beginning Balance (in shares) | 20,000 | 0 | 70,000 |
Granted (in shares) | 20,000 | ||
Forfeited/cancelled (in shares) | (20,000) | (70,000) | |
Ending Balance (in shares) | 0 | 20,000 | 0 |
Weighted-Average price | |||
Beginning of Period (in dollars per share) | $ 18.79 | $ 0 | $ 18.10 |
Granted (in dollars per share) | 18.79 | ||
Forfeited/cancelled (in dollars per share) | 18.79 | 18.10 | |
Ending of Period (in dollars per share) | $ 0 | $ 18.79 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||
May 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Loss Contingencies [Line Items] | ||||
Income from subleases | $ 400,000 | |||
Settlements and other related costs | $ 4,700,000 | |||
Rent expense | $ 14,700,000 | 10,900,000 | $ 11,100,000 | |
Richardson, Texas | Office Space | ||||
Loss Contingencies [Line Items] | ||||
Term of lease (in years) | 12 years | |||
Other Current Assets | Richardson, Texas | Office Space | ||||
Loss Contingencies [Line Items] | ||||
Receivable for incentives | 0 | 19,400,000 | ||
Indemnification Agreement | ||||
Loss Contingencies [Line Items] | ||||
Guarantor obligations, current carrying value | $ 0 | $ 0 |
Commitments and Contingencies72
Commitments and Contingencies - Operating Lease Minimum Commitments (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Minimum Lease Commitments | |
2,017 | $ 11,195 |
2,018 | 11,160 |
2,019 | 9,864 |
2,020 | 7,911 |
2,021 | 7,271 |
Thereafter | 48,640 |
Total Minimum Lease Payments | $ 96,041 |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Additional Information (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||
Shares excluded from dilutive shares outstanding because their effect was anti-dilutive | 220,473 | 912,257 | 1,273,889 |
Net Income (Loss) Per Share - C
Net Income (Loss) Per Share - Calculation of Basic and Diluted Net Income (Loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Numerator: | ||||||||
Net income (loss) | $ 7,361 | $ 3,900 | $ (8,192) | $ (3,318) | $ (1,608) | $ 16,650 | $ (9,218) | $ (10,274) |
Basic: | ||||||||
Weighted average shares used in computing basic net income (loss) per share: | 76,854 | 76,689 | 76,991 | |||||
Diluted: | ||||||||
Weighted average shares used in computing basic net income (loss) per share: | 76,854 | 76,689 | 76,991 | |||||
Add weighted average effect of dilutive securities: | ||||||||
Stock options and restricted stock | 989 | 0 | 0 | |||||
Weighted average shares used in computing diluted net income (loss) per share: | 77,843 | 76,689 | 76,991 | |||||
Net income (loss) per share attributable to common stockholders: | ||||||||
Basic (in dollars per share) | $ 0.22 | $ (0.12) | $ (0.13) | |||||
Diluted (in dollars per share) | $ 0.21 | $ (0.12) | $ (0.13) |
Income Taxes - Domestic and For
Income Taxes - Domestic and Foreign Components of (Loss) Income Before Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 23,817 | $ (15,777) | $ (18,768) |
Foreign | 3,669 | 2,713 | 2,161 |
Income (loss) before income taxes | $ 27,486 | $ (13,064) | $ (16,607) |
Income Taxes - Benefit for Inco
Income Taxes - Benefit for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
Federal | $ 401 | $ 162 | $ 0 |
State | 756 | 797 | 437 |
Foreign | 449 | 414 | 550 |
Total current income tax expense | 1,606 | 1,373 | 987 |
Deferred: | |||
Federal | 9,055 | (5,075) | (6,611) |
State | 235 | 156 | (460) |
Foreign | (60) | (300) | (249) |
Total deferred income tax expense (benefit) | 9,230 | (5,219) | (7,320) |
Total income tax expense (benefit) | $ 10,836 | $ (3,846) | $ (6,333) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Benefit Computed at Federal Statutory Tax Rate to Actual Income Tax (Benefit) Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Expense derived by applying the Federal income tax rate to income (loss) before income taxes | $ 9,620 | $ (4,572) | $ (5,813) |
State income tax, net of federal benefit | 735 | 561 | (177) |
Foreign income tax | (922) | (813) | (477) |
Benefit of assets not previously recognized | 0 | 0 | (516) |
Nondeductible expenses | 545 | 418 | 454 |
Fair value adjustment on stock acquisition | 150 | (52) | (28) |
Stock-based expense | 285 | 209 | 223 |
Reduction in available Federal NOL | 255 | 350 | 0 |
Other | 168 | 53 | 1 |
Total income tax benefit | $ 10,836 | $ (3,846) | $ (6,333) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Reserves, deferred revenue and accrued liabilities | $ 22,518 | $ 8,107 |
Stock-based expense | 17,184 | 15,112 |
Net operating loss carryforwards and tax credits | 16,193 | 13,733 |
Total deferred tax assets | 55,895 | 36,952 |
Deferred tax liabilities: | ||
Property, equipment, and software | (25,626) | (10,041) |
Intangible assets | (4,090) | (11,563) |
Other | (10,514) | (3,297) |
Total deferred tax liabilities | (40,230) | (24,901) |
Net deferred tax assets | $ 15,665 | $ 12,051 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | Jul. 08, 2013 | Dec. 31, 2016USD ($)jurisdiction | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Mar. 31, 2012USD ($) | May 31, 2016USD ($) | Mar. 31, 2016USD ($) |
Schedule Of Income Taxes [Line Items] | |||||||
Deferred tax assets operating loss carryforwards, federal | $ 13,400,000 | ||||||
Deferred tax assets operating loss carryforwards, state | 1,500,000 | ||||||
Deferred tax liability, net | 40,230,000 | $ 24,901,000 | |||||
Deferred tax liability related to intangibles not amortizable for tax purposes | 4,090,000 | 11,563,000 | |||||
Deferred tax asset related to net operating loss carryforwards | 16,193,000 | 13,733,000 | |||||
Deferred tax liabilities, other | 10,514,000 | 3,297,000 | |||||
Unrecognized benefit from equity compensation | 17,184,000 | 15,112,000 | |||||
Excess stock compensation benefits | 3,100,000 | 400,000 | |||||
Unrecognized Tax Benefits | 0 | 0 | |||||
Income Tax Examination, Penalties and Interest Accrued | $ 0 | 0 | |||||
Foreign Tax Jurisdictions | jurisdiction | 5 | ||||||
NOL carryforwards subject to expiration | $ 5,000,000 | ||||||
Net operating loss expiration period | 5 years | ||||||
Tax credits subject to expiration in 2026 | $ 100,000 | ||||||
Net operating income (loss) | $ 31,244,000 | (11,615,000) | $ (15,503,000) | ||||
Change in ownership period | 3 years | ||||||
Increase In effective rate | 0.20% | ||||||
Undistributed earnings related to foreign subsidiaries | $ 9,500,000 | ||||||
Income tax examinations and adjustments minimum year | 3 years | ||||||
Decrease in NOL deferred tax asset | $ 600,000 | ||||||
NWP Services Corporation | |||||||
Schedule Of Income Taxes [Line Items] | |||||||
Deferred tax assets operating loss carryforwards, federal | 9,600,000 | ||||||
Deferred tax assets operating loss carryforwards, state | 300,000 | ||||||
Deferred tax liability related to intangibles not amortizable for tax purposes | 2,000,000 | ||||||
Deferred tax assets, net | 11,173,000 | $ 10,200,000 | |||||
Property, equipment, and software, net | 3,300,000 | ||||||
AssetEye, Inc. | |||||||
Schedule Of Income Taxes [Line Items] | |||||||
Deferred tax liability related to intangibles not amortizable for tax purposes | $ 900,000 | ||||||
Deferred tax asset related to net operating loss carryforwards | $ 0 | ||||||
Deferred tax assets, net | 0 | ||||||
Federal and State | |||||||
Schedule Of Income Taxes [Line Items] | |||||||
Tax credits | 1,300,000 | ||||||
Deferred tax liabilities, undistributed foreign earnings | 0 | ||||||
Federal | |||||||
Schedule Of Income Taxes [Line Items] | |||||||
Unrecognized benefit from equity compensation | $ 42,200,000 | ||||||
Net operating loss carryforwards, expiration year | 2,022 | ||||||
NOL carryforwards subject to expiration | $ 38,300,000 | ||||||
Operating loss carryforwards | $ 120,600,000 | ||||||
Income tax year no longer subject to examinations | 2,013 | ||||||
State | |||||||
Schedule Of Income Taxes [Line Items] | |||||||
Unrecognized benefit from equity compensation | $ 1,900,000 | ||||||
NOL carryforwards subject to expiration | 19,400,000 | ||||||
Operating loss carryforwards | $ 41,200,000 | ||||||
Income tax year no longer subject to examinations | 2,012 | ||||||
INDIA | |||||||
Schedule Of Income Taxes [Line Items] | |||||||
Tax holiday expiration date | March 31, 2011 | ||||||
Tax holiday period | 5 years | ||||||
Holiday tax savings | $ 200,000 | 400,000 | 200,000 | ||||
Tax adjustments, settlements, and unusual provisions | $ 200,000 | ||||||
PHILIPPINES | |||||||
Schedule Of Income Taxes [Line Items] | |||||||
Holiday tax savings | 400,000 | 300,000 | $ 200,000 | ||||
Foreign | |||||||
Schedule Of Income Taxes [Line Items] | |||||||
Tax credits | 2,400,000 | ||||||
Subsidiaries before acquisition | |||||||
Schedule Of Income Taxes [Line Items] | |||||||
Net operating income (loss) | (37,600,000) | ||||||
Valuation Allowance, Operating Loss Carryforwards | |||||||
Schedule Of Income Taxes [Line Items] | |||||||
Valuation allowances and reserves, reserves of businesses acquired | $ 0 | $ 0 |
Fair Value Measurements - Valua
Fair Value Measurements - Valuation Inputs (Details) - Recurring - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair value, measurement with unobservable inputs on recurring basis | $ 0 | |
Contingent Consideration | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Volatility rates | 29.90% | |
Risk free rate of return | 0.70% | |
Contingent Consideration | Minimum | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Discount rates | 14.80% | 15.80% |
Volatility rates | 37.00% | |
Risk free rate of return | 0.50% | |
Contingent Consideration | Maximum | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Discount rates | 27.80% | 60.00% |
Volatility rates | 53.50% | |
Risk free rate of return | 0.90% | |
Swap Agreements | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair value, measurement with unobservable inputs on recurring basis | $ 1,098 |
Fair Value Measurements - Conti
Fair Value Measurements - Contingent Consideration (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Recurring | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Interest rate swap agreements | $ 0 | ||
Liability measured at fair value | $ 541 | 841 | |
Recurring | InstaManager | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 814 | ||
Recurring | VMM | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 27 | ||
Recurring | Level 1 | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 0 | 0 | |
Recurring | Level 1 | InstaManager | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 0 | ||
Recurring | Level 1 | VMM | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 0 | ||
Recurring | Level 2 | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 0 | 0 | |
Recurring | Level 2 | InstaManager | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 0 | ||
Recurring | Level 2 | VMM | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 0 | ||
Recurring | Level 3 | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 541 | 841 | |
Recurring | Level 3 | InstaManager | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 814 | ||
Recurring | Level 3 | VMM | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 27 | ||
Contingent Consideration | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 541 | $ 841 | $ 4,150 |
Contingent Consideration | Recurring | Indatus | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 2 | ||
Contingent Consideration | Recurring | VRX | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 539 | ||
Contingent Consideration | Recurring | Level 1 | Indatus | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 0 | ||
Contingent Consideration | Recurring | Level 1 | VRX | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 0 | ||
Contingent Consideration | Recurring | Level 2 | Indatus | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 0 | ||
Contingent Consideration | Recurring | Level 2 | VRX | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 0 | ||
Contingent Consideration | Recurring | Level 3 | Indatus | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 2 | ||
Contingent Consideration | Recurring | Level 3 | VRX | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 539 | ||
Swap Agreements | Recurring | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Interest rate swap agreements | 1,098 | ||
Swap Agreements | Recurring | Level 1 | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Interest rate swap agreements | 0 | ||
Swap Agreements | Recurring | Level 2 | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Interest rate swap agreements | 1,098 | ||
Swap Agreements | Recurring | Level 3 | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Interest rate swap agreements | $ 0 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Level 3 Fair Values (Details) - Contingent Consideration - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 841 | $ 4,150 |
Initial contingent consideration | 245 | 1,414 |
Settlements through cash payments | (1,179) | |
Net gain on change in fair value | (545) | (3,544) |
Ending balance | $ 541 | $ 841 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 |
Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value, measurement with unobservable inputs on recurring basis | $ 0 | |||
Trade names | Nonrecurring | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of intangible asset | $ 5,000 | $ 5,100 | ||
Term Loan | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Revolving credit facility | $ 122,500 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Apr. 26, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | May 06, 2015 |
Class of Stock [Line Items] | |||||
Stock repurchase program, extension of period in force | 1 year | ||||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Amount authorized to be repurchased | $ 50,000,000 | $ 50,000,000 | |||
Stock repurchased and retired during period (in shares) | 1,012,823 | 1,798,199 | 966,595 | ||
Weighted average cost per share (in dollars per share) | $ 20.98 | $ 19.51 | $ 16.06 | ||
Stock repurchased during period | $ 21,244,000 | $ 35,083,000 | $ 15,521,000 |
Derivative Financial Instrume85
Derivative Financial Instruments Derivative Financial Instruments (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2016USD ($) | Mar. 31, 2016USD ($)derivative_instrument | |
Swap Agreements | ||
Derivative [Line Items] | ||
Number of instruments held | derivative_instrument | 2 | |
Fixed interest rate | 0.89% | |
Derivatives, contract termination value | $ 1.1 | |
Recurring | Derivative Financial Instruments, Liabilities | Other Noncurrent Liabilities | Level 2 | Swap Agreements | ||
Derivative [Line Items] | ||
Notional | $ 75 | |
Reclassification out of Accumulated Other Comprehensive Income | ||
Derivative [Line Items] | ||
Cash flow hedge gain (loss) to be reclassified within 12 months | $ (0.1) |
Derivative Financial Instrume86
Derivative Financial Instruments Gain (Loss) on Derivatives (Details) - Swap Agreements | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Cash Flow Hedging | |
Derivative [Line Items] | |
Gain Recognized in OCI | $ 946,000 |
Interest expense and other | Cash Flow Hedging | |
Derivative [Line Items] | |
Gain Recognized in Income | 226,000 |
Gain Recognized in Income | 152,000 |
Other assets | |
Derivative [Line Items] | |
Fair Value | 1,098,000 |
Designated as Hedging Instrument | Other assets | |
Derivative [Line Items] | |
Notional | $ 75,000,000 |
Comprehensive Income (Loss) (De
Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Stockholders' equity attributable to parent | $ 384,763 | $ 326,452 | $ 328,780 | $ 314,504 |
Foreign Currency | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Stockholders' equity attributable to parent | (589) | (546) | (209) | (162) |
Other comprehensive loss, net | (337) | (47) | ||
Other comprehensive income, net | (43) | |||
Reclassifications into earnings | 0 | |||
Income tax provision | 0 | |||
Swap Agreements | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Stockholders' equity attributable to parent | 536 | 0 | 0 | 0 |
Other comprehensive loss, net | 0 | 0 | ||
Other comprehensive income, net | 720 | |||
Reclassifications into earnings | 226 | |||
Income tax provision | (410) | |||
Accumulated Other Comprehensive Loss | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Stockholders' equity attributable to parent | (53) | (546) | (209) | $ (162) |
Other comprehensive loss, net | $ (337) | $ (47) | ||
Other comprehensive income, net | 677 | |||
Reclassifications into earnings | 226 | |||
Income tax provision | $ (410) |
Funds Held for Others - Additio
Funds Held for Others - Additional information (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Tenant funds deposited in custodial account | $ 76,400 | $ 83,000 |
Customer deposits | 83,590 | 85,405 |
Restricted cash | 83,654 | 85,461 |
Payment Processing Services | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Customer deposits | 76,400 | 83,000 |
Insurance Products | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Customer deposits | 1,500 | 1,300 |
Restricted cash | 1,500 | 1,300 |
Non-Insurance Services | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Customer deposits | 5,700 | 1,100 |
Restricted cash | $ 5,800 | $ 1,200 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |||
Contributions to employee benefit plans | $ 2.4 | $ 1.9 | $ 1.3 |
Accrued liabilities related to employee obligations | $ 0.9 | $ 0.7 | $ 0.6 |
Cost Method Investments (Detail
Cost Method Investments (Details) - Series A-1 - Convertible Preferred Stock - Cost Method Investee - USD ($) $ in Millions | Dec. 31, 2016 | Aug. 31, 2016 |
Schedule of Cost-method Investments [Line Items] | ||
Cost method investment, ownership percentage (less than) | 20.00% | |
Other assets | ||
Schedule of Cost-method Investments [Line Items] | ||
Cost method investments | $ 3 |
Selected Quarterly Financial 91
Selected Quarterly Financial Data (unaudited) - Selected Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue: | |||||||||||
On demand | $ 141,627 | $ 117,090 | $ 116,772 | $ 110,640 | $ 106,460 | $ 542,531 | $ 450,962 | $ 390,622 | |||
On premise | 695 | 669 | 834 | 726 | 741 | 2,836 | 2,970 | 3,094 | |||
Professional and other | 6,749 | 3,941 | 3,982 | 3,396 | 3,269 | 22,761 | 14,588 | 10,835 | |||
Total revenue | 149,071 | 121,700 | 121,588 | 114,762 | 110,470 | 568,128 | 468,520 | 404,551 | |||
Gross profit | 87,707 | $ 83,844 | $ 80,641 | $ 73,635 | 70,882 | 69,848 | 66,269 | 62,908 | 325,827 | 269,907 | 229,680 |
Net income (loss) | $ 7,361 | $ 3,900 | $ (8,192) | $ (3,318) | $ (1,608) | $ 16,650 | $ (9,218) | $ (10,274) | |||
Net income (loss) per share attributable to common stockholders: | |||||||||||
Basic and Diluted (in dollars per share) | $ 0.09 | $ 0.05 | $ (0.11) | $ (0.04) | $ (0.02) | ||||||
Adjusted | |||||||||||
Revenue: | |||||||||||
On demand | 140,883 | 136,610 | 123,411 | ||||||||
On premise | 682 | 687 | 772 | ||||||||
Professional and other | 6,390 | 5,422 | 4,200 | ||||||||
Total revenue | 147,955 | 142,719 | 128,383 | ||||||||
Net income (loss) | $ 4,210 | $ 2,083 | $ 2,996 | ||||||||
Net income (loss) per share attributable to common stockholders: | |||||||||||
Basic and Diluted (in dollars per share) | $ 0.05 | $ 0.03 | $ 0.04 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - USD ($) | Jun. 30, 2020 | Dec. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Feb. 28, 2017 | Jan. 31, 2017 | Sep. 30, 2016 | Sep. 30, 2014 |
Revolving Credit Facility | ||||||||
Subsequent Event [Line Items] | ||||||||
Additional borrowing capacity | $ 150,000,000 | |||||||
Aggregate principal amount | $ 200,000,000 | |||||||
Term Loan, Amendment | ||||||||
Subsequent Event [Line Items] | ||||||||
Additional borrowing capacity | $ 25,000,000 | |||||||
Subsequent Event | Revolving Credit Facility | ||||||||
Subsequent Event [Line Items] | ||||||||
Aggregate principal amount | $ 522,646,000 | |||||||
Subsequent Event | Term Loan, Amendment | ||||||||
Subsequent Event [Line Items] | ||||||||
Additional borrowing capacity | 200,000,000 | |||||||
Subsequent Event | Axiometrics LLC | ||||||||
Subsequent Event [Line Items] | ||||||||
Cash paid | $ 67,500,000 | |||||||
Length of time after acquisition date of deferred cash payment to be made | 24 months | |||||||
Subsequent Event | Axiometrics LLC | Maximum | ||||||||
Subsequent Event [Line Items] | ||||||||
Business acquisition, deferred cash payment amount | $ 7,500,000 | |||||||
Liability for the estimated cash payment | $ 5,000,000 | |||||||
Subsequent Event | Riptide | ||||||||
Subsequent Event [Line Items] | ||||||||
Business acquisition, deferred cash payment amount | $ 1,500,000 | |||||||
Length of time after acquisition date of deferred cash payment to be made | 12 months | |||||||
Purchase price | $ 298,500,000 | |||||||
Scenario, Forecast | Subsequent Event | Term Loan, Amendment | ||||||||
Subsequent Event [Line Items] | ||||||||
Periodic principle payment, percentage | 2.50% | 1.25% | 0.625% | |||||
Scenario, Forecast | Subsequent Event | Axiometrics LLC | ||||||||
Subsequent Event [Line Items] | ||||||||
Contingent cash holdback period | 12 months |
SCHEDULE II - VALUATION AND Q93
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS - Valuation and Qualifying Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | $ 2,318 | $ 2,363 | $ 914 |
Additions Charged to Income | 4,786 | 3,377 | 3,676 |
Deduction | (4,636) | (3,422) | (2,227) |
Balance at End of Year | $ 2,468 | $ 2,318 | $ 2,363 |
Uncategorized Items - rp-201612
Label | Element | Value |
Treasury Stock, Value, Acquired, Cost Method | us-gaap_TreasuryStockValueAcquiredCostMethod | $ 22,215,000 |