Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 16, 2018 | Jun. 30, 2017 | |
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, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | RP | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 83,093,674 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 2,133,339,400 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 69,343 | $ 104,886 |
Restricted cash | 96,002 | 83,654 |
Accounts receivable, less allowance for doubtful accounts of $3,951 and $2,468 at December 31, 2017 and 2016, respectively | 124,505 | 92,367 |
Prepaid expenses | 12,107 | 10,836 |
Other current assets | 6,622 | 5,712 |
Total current assets | 308,579 | 297,455 |
Property, equipment, and software, net | 148,428 | 130,428 |
Goodwill | 751,052 | 259,938 |
Identified intangible assets, net | 252,337 | 74,976 |
Deferred tax assets, net | 44,887 | 15,665 |
Other assets | 11,010 | 9,636 |
Total assets | 1,516,293 | 788,098 |
Current liabilities: | ||
Accounts payable | 26,733 | 21,421 |
Accrued expenses and other current liabilities | 79,379 | 50,464 |
Current portion of deferred revenue | 116,622 | 89,583 |
Current portion of term loans | 14,116 | 5,469 |
Customer deposits held in restricted accounts | 96,057 | 83,590 |
Total current liabilities | 332,907 | 250,527 |
Deferred revenue | 5,538 | 6,308 |
Revolving facility | 50,000 | 0 |
Term loans, net | 303,261 | 116,657 |
Convertible notes, net | 281,199 | 0 |
Other long-term liabilities | 41,513 | 29,843 |
Total liabilities | 1,014,418 | 403,335 |
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, 2017 and 2016, respectively | 0 | 0 |
Common stock, $0.001 par value: 125,000,000 shares authorized, 87,153,085 and 86,062,191 shares issued and 83,180,401 and 81,087,353 shares outstanding at December 31, 2017 and 2016, respectively | 87 | 86 |
Additional paid-in capital | 637,851 | 534,348 |
Treasury stock, at cost: 3,972,684 and 4,974,838 shares at December 31, 2017 and 2016, respectively | (61,260) | (30,358) |
Accumulated deficit | (75,046) | (119,260) |
Accumulated other comprehensive income (loss) | 243 | (53) |
Total stockholders’ equity | 501,875 | 384,763 |
Total liabilities and stockholders’ equity | $ 1,516,293 | $ 788,098 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 3,951 | $ 2,468 |
Preferred stock, par value (in dollars per share) | $ 1 | $ 1 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued, (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, shares authorized (in shares) | 125,000,000 | 125,000,000 |
Common stock, shares issued (in shares) | 87,153,085 | 86,062,191 |
Common stock, shares outstanding (in shares) | 83,180,401 | 81,087,353 |
Treasury stock (in shares) | 3,972,684 | 4,974,838 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue: | |||
On demand | $ 642,622 | $ 542,531 | $ 450,962 |
On premise | 2,644 | 2,836 | 2,970 |
Professional and other | 25,697 | 22,761 | 14,588 |
Total revenue | 670,963 | 568,128 | 468,520 |
Cost of revenue | 273,447 | 242,301 | 198,613 |
Gross profit | 397,516 | 325,827 | 269,907 |
Operating expenses: | |||
Product development | 89,452 | 73,607 | 68,799 |
Sales and marketing | 165,079 | 135,213 | 123,108 |
General and administrative | 112,975 | 85,013 | 68,814 |
Impairment of identified intangible assets | 0 | 750 | 20,801 |
Total operating expenses | 367,506 | 294,583 | 281,522 |
Operating income (loss) | 30,010 | 31,244 | (11,615) |
Interest expense and other, net | (14,769) | (3,758) | (1,449) |
Income (loss) before income taxes | 15,241 | 27,486 | (13,064) |
Income tax expense (benefit) | 14,864 | 10,836 | (3,846) |
Net income (loss) | $ 377 | $ 16,650 | $ (9,218) |
Net income (loss) per share attributable to common stockholders: | |||
Basic (in dollars per share) | $ 0 | $ 0.22 | $ (0.12) |
Diluted (in dollars per share) | $ 0 | $ 0.21 | $ (0.12) |
Weighted average shares used in computing net income (loss) per share attributable to common stockholders: | |||
Basic (in shares) | 79,433 | 76,854 | 76,689 |
Diluted (in shares) | 82,398 | 77,843 | 76,689 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 377 | $ 16,650 | $ (9,218) |
Gain on interest rate swaps, net | 241 | 536 | 0 |
Foreign currency translation adjustment, net | 55 | (43) | (337) |
Comprehensive income (loss) | $ 673 | $ 17,143 | $ (9,555) |
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, 2014 | 83,212 | 4,174 | ||||
Beginning 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 loss on cash flow hedge to earnings, net of tax | 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) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Cumulative effect of adoption of ASU 2016-09 | 43,843 | 6 | 43,837 | |||
Issuance of common stock (in shares) | 991 | 354 | ||||
Issuance of common stock | 27,014 | $ 1 | 27,013 | |||
Issuance of restricted stock (in shares) | 100 | 1,795 | ||||
Issuance of restricted stock | 0 | $ 0 | (2) | $ 2 | ||
Treasury stock purchased, at cost (in shares) | (1,147) | |||||
Treasury stock purchased, at cost | (30,904) | $ (30,904) | ||||
Stock-based expense | 46,146 | 46,146 | ||||
Interest rate swap agreements | 318 | 318 | ||||
Foreign currency translation | 55 | 55 | ||||
Reclassification of realized loss on cash flow hedge to earnings, net of tax | (77) | (77) | ||||
Equity component of convertible notes, net of issuance costs and deferred tax | 61,390 | 61,390 | ||||
Purchases of convertible note hedges | (62,549) | (62,549) | ||||
Issuance of warrants | 31,499 | 31,499 | ||||
Net (income) loss | 377 | 377 | ||||
Ending Balance (in shares) at Dec. 31, 2017 | 87,153 | 3,973 | ||||
Ending Balance at Dec. 31, 2017 | $ 501,875 | $ 87 | $ 637,851 | $ 243 | $ (75,046) | $ (61,260) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 377 | $ 16,650 | $ (9,218) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 67,146 | 54,834 | 45,891 |
Amortization of debt discount and issuance costs | 7,296 | 443 | 271 |
Deferred taxes | 13,791 | 8,386 | (5,219) |
Stock-based expense | 45,835 | 36,852 | 38,122 |
Excess tax benefit from stock-based compensation | 0 | (5,998) | (357) |
Impairment of identified intangible assets | 0 | 750 | 20,801 |
Loss on disposal and impairment of other long-lived assets | 524 | 497 | 3,070 |
Acquisition-related consideration | 684 | (877) | (3,268) |
Changes in assets and liabilities, net of assets acquired and liabilities assumed in business combinations: | |||
Accounts receivable | (18,702) | (12,239) | (8,701) |
Prepaid expenses and other current assets | 945 | 20,973 | 1,391 |
Other assets | (717) | (187) | (814) |
Accounts payable | 268 | 652 | (806) |
Accrued compensation, taxes, and benefits | 3,438 | 5,220 | 3,888 |
Deferred revenue | 17,114 | 4,452 | 10,791 |
Other current and long-term liabilities | (672) | 5,808 | 170 |
Net cash provided by operating activities | 137,327 | 136,216 | 96,012 |
Cash flows from investing activities: | |||
Purchases of property, equipment, and software | (49,752) | (75,241) | (33,384) |
Proceeds from disposal of property, equipment, and software | 0 | 4,500 | 305 |
Acquisition of businesses, net of cash acquired | (659,322) | (71,400) | (45,282) |
Purchase of cost method investments | (200) | (3,000) | 0 |
Net cash used in investing activities | (709,274) | (145,141) | (78,361) |
Cash flows from financing activities: | |||
Proceeds from term loans | 199,400 | 124,688 | 0 |
Payments on term loans | (3,551) | (2,345) | 0 |
Proceeds from revolving facility | 50,000 | 0 | 51,500 |
Payments on revolving facility | 0 | (40,000) | (31,500) |
Proceeds from borrowings on convertible senior notes | 345,000 | 0 | 0 |
Purchase of convertible senior note hedges | (62,549) | 0 | 0 |
Proceeds from issuance of warrants | 31,499 | 0 | 0 |
Deferred financing costs | (10,734) | (392) | (8) |
Payments on capital lease obligations | (335) | (548) | (574) |
Payments of acquisition-related consideration | (8,491) | (5,684) | (3,685) |
Issuance of common stock | 27,014 | 28,490 | 12,115 |
Excess tax benefit from stock-based compensation | 0 | 5,998 | 357 |
Purchase of treasury stock related to stock-based compensation | (30,904) | (6,020) | (6,461) |
Purchase of treasury stock under share repurchase program | 0 | (21,244) | (35,083) |
Net cash provided by (used in) financing activities | 536,349 | 82,943 | (13,339) |
Net (decrease) increase in cash and cash equivalents | (35,598) | 74,018 | 4,312 |
Effect of exchange rate on cash | 55 | (43) | (337) |
Cash and cash equivalents: | |||
Beginning of period | 104,886 | 30,911 | 26,936 |
End of period | 69,343 | 104,886 | 30,911 |
Supplemental cash flow information: | |||
Cash paid for interest | 6,754 | 2,833 | 1,086 |
Cash paid for income taxes, net of refunds | 1,855 | 1,961 | 693 |
Non-cash investing activities: | |||
Accrued property, equipment, and software | $ 5,777 | $ 3,993 | $ 3,424 |
The Company
The Company | 12 Months Ended |
Dec. 31, 2017 | |
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 leading global provider of software and data analytics to the real estate industry. Our platform of data analytics and software solutions enables the rental real estate industry to manage property operations (such as marketing, pricing, screening, leasing, and accounting), identify opportunities through market intelligence, and obtain data-driven insight for better operational and financial decision-making. Our integrated, on demand platform provides a single point of access and a massive repository of real-time 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 rental real estate ecosystem (owners, managers, prospects, renters, service providers, and investors), our platform helps our clients improve financial and operational performance and prudently place and harvest capital. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 , 2016 , and 2015 was earned in the United States. Net property, equipment, and software located in the United States amounted to $140.0 million and $125.3 million at December 31, 2017 and 2016 , respectively. Net property, equipment, and software located in our international subsidiaries amounted to $8.4 million and $5.1 million at December 31, 2017 and 2016 , 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, 2017 and 2016 . 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; valuation of net assets acquired and contingent consideration in connection with business combinations; 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 residential 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, 2017 , 2016 , or 2015 . Revenues for our largest client were 6.2% , 5.7% , and 4.6% of our total revenues for the years ended December 31, 2017 , 2016 , and 2015 , 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, 2017 , 2016 , and 2015 , we incurred bad debt expense of $3.2 million , $2.4 million , and $2.0 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 parts and supplies relating to our sub-metering services. 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 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 assumed, 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, non-competition agreements and trade names. Our intangible assets also include building photography . 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 - 7 years Client relationships 3 - 10 years Vendor relationships 7 years Trade names 1 - 7 years Non-competition agreements 5 - 10 years We include amortization of acquired developed technologies in “Cost of revenue” and amortization of acquired client relationships, vendor relationships, non-competition agreements 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 includes 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, 2017 and 2016 : December 31, 2017 2016 (in thousands) Accrued compensation, payroll taxes, and benefits $ 25,677 $ 21,161 Sales tax obligations 4,930 4,625 Current portion of liabilities related to acquisitions 34,430 13,084 Lease-related liabilities 2,288 1,605 Other current liabilities 12,054 9,989 Total accrued expenses and other current liabilities $ 79,379 $ 50,464 Other long-term liabilities consisted of the following at December 31, 2017 and 2016 : December 31, 2017 2016 (in thousands) Accrued lease liability $ 27,760 $ 28,086 Liabilities related to acquisitions 13,000 1,607 Other long-term liabilities 753 150 Total other long-term liabilities $ 41,513 $ 29,843 The accrued lease liability at December 31, 2017 and 2016 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 composed 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 materials 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. 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 time-based restricted stock 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 $22.8 million , $19.4 million , and $16.3 million for the years ended December 31, 2017 , 2016 , and 2015 , 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, 2017 and 2016 . The Tax Reform Act signed into law in the U.S. on December 31, 2017 contains significant changes to the U.S. federal income tax laws, the full consequences of which have not yet been determined. In preparing our income tax provision for 2017, we have made reasonable estimates of the effect, among other things, of the reduction in the U.S. federal income tax rate from 35% to 21% and of the effect of the deemed repatriation of foreign earnings on our tax provision for the year. Because of the complexity of the new law, the timing of its enactment, and the fact that portions of it may be subject to interpretation or clarifications yet to be set forth, we consider our accounting for the change in the new law to be provisional as of December 31, 2017. We will make any adjustments of this provisional accounting in 2018 as the uncertainties are resolved. 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 matter 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 On March 30, 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . This guidance simplifies accounting for stock-based compensation. Under the new guidance, excess tax benefits and tax deficiencies are now 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. Previously, GAAP required tax benefits in excess of compensation cost to be recorded as additional paid-in capital to the extent taxes payable were 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. The ASU also requires excess tax benefits to be reflected as operating cash flows and allows the Company to elect to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. We adopted ASU 2016-09 in the first quarter of 2017. As a result of our adoption of this ASU, we recorded a deferred tax asset of $43.8 million , net of a $0.3 million valuation allowance, related to excess stock-based compensation deductions that arose but were not recognized in prior year |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Current Acquisition Activity Lease Rent Options In February 2017, we entered into an agreement with The Rainmaker Ventures, LLC (“Rainmaker”) to acquire substantially all of the assets and liabilities that comprised Rainmaker’s multifamily revenue optimization business (“LRO”). We completed the acquisition when the transaction closed in December 2017. LRO is a revenue management solution that empowers optimized pricing for multifamily housing communities. This acquisition extended our revenue management footprint, augmented our repository of real-time lease transaction data, and increased our data science talent and capabilities. We also expect the acquisition of LRO to increase the market penetration of our YieldStar Revenue Management solution and drive revenue growth in our other asset optimization solutions. We acquired LRO for a purchase price of $299.9 million . The purchase price consisted of a cash payment of $298.0 million , a deferred cash obligation of up to $1.6 million , which had a fair value of $1.5 million on the date of acquisition, and the assumption of certain liabilities totaling $0.4 million . Subject to any indemnification claims made, the deferred cash obligation will be released on the first anniversary of the closing date. The acquisition of LRO was financed using funds available under our Credit Facility, as defined in Note 7 , and cash on hand. The acquired identified intangible assets consisted of developed technology, client relationships, and trade names. These intangible assets were assigned estimated useful lives of seven , ten , and two years, respectively. Preliminary goodwill recognized of $203.3 million is primarily comprised of anticipated synergies from leveraging LRO’s repository of lease transaction data and data science talent with our existing platform of pricing, demand, and credit optimization tools. Goodwill and the acquired identified intangible assets are deductible for tax purposes. Accounts receivable acquired had a gross contractual value of $4.6 million at acquisition, of which $0.2 million was estimated to be uncollectible. Acquisition costs associated with this transaction, totaled $13.8 million , including $10.7 million incurred related to the Hart-Scott-Rodino Antitrust Improvements Act review process, and were expensed as incurred. PEX Software In October 2017 , the Company acquired all of the issued and outstanding shares of PEX Software Limited (“PEX”). PEX is a rental housing solution provider based in the United Kingdom that helps companies transform work practices and service delivery models, create and leverage competitive advantage, reduce costs, and scale businesses. PEX’s platform serves market-leading clients in the United Kingdom, European Union, and Australia. The acquisition of PEX will help us to secure a leading market position in the private rental segment of the United Kingdom’s housing market and facilitate our expansion into the European Union and other international markets. We acquired PEX for a purchase price of $6.0 million . The purchase price consisted of a cash payment of $5.1 million at closing, net of cash acquired of $0.1 million , and a deferred cash obligation of up to $1.0 million . The deferred cash obligation is payable over a period of 24 months and its fair value was $0.9 million at the date of acquisition. This acquisition was financed using cash on hand, which included a portion of the net offering proceeds from the issuance of the Convertible Notes. The acquired identified intangible assets consisted of developed technology, client relationships, and trade names. These intangible assets were assigned estimated useful lives of seven , nine , and six years, respectively. Preliminary goodwill recognized of $3.2 million is chiefly attributable to the presence we gained in international markets and anticipated synergies from combining PEX’s consumer facing solutions with our platform of property management, accounting, and asset optimization solutions. Goodwill and the acquired identified intangible assets are not deductible for tax purposes. Acquisition costs associated with this transaction totaled $0.4 million and were expensed as incurred. On-Site In September 2017, we acquired certain discrete assets of On-Site Manager, Inc., including its ownership interest in its majority-owned subsidiary, DepositIQ & RentersIQ Insurance Agency, LLC (“DIQ”) (collectively, “On-Site”). We also acquired the remaining minority interest in DIQ. On-Site is a leasing platform for property managers and renters that assimilates leads from any source and converts them into signed leases for both the multifamily and single family housing industries. The acquisition of On-Site increased the footprint of our screening services and added incremental consumer-oriented data that benefits our data analytics solutions. Additionally, we anticipate On-Site will improve the integration of our leasing solutions into other major property management systems. We acquired On-Site, including the minority interest in DIQ, for an aggregate purchase price of $253.4 million . The purchase price consisted of a cash payment of $225.3 million at closing, net of cash acquired of $1.7 million , and a deferred cash obligation of up to $29.6 million . The fair value of the deferred cash obligation was $28.1 million at the date of acquisition. Subject to any indemnification claims made, the deferred cash obligation will be paid over a period of 36 months , with the majority due approximately twelve months following the acquisition date. This acquisition was financed using cash on hand, which included a portion of the net offering proceeds from the issuance of the Convertible Notes. The acquired identifiable intangible assets consisted of trade names, developed technologies, and client relationships, which will be amortized over estimated useful lives of two , five , and ten years, respectively. Preliminary goodwill recognized of $184.5 million primarily arises from anticipated synergies from leveraging our existing cost structure and integrated sales force. Goodwill and the acquired identified intangible assets arising from the acquisition of On-Site Manager are deductible for tax purposes; those arising from the acquisition of DIQ are not. Accounts receivable acquired had a gross contractual value of $5.6 million at acquisition, of which $0.9 million was estimated to be uncollectible. Acquisition costs associated with this transaction, including those related to the Hart-Scott-Rodino Antitrust Improvements Act review process, totaled $1.8 million and were expensed as incurred. 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 certain adjustments to the provisional amounts initially reported in the third quarter of 2017. The net effect of these measurement period adjustments resulted in a decrease in goodwill of $21.8 million , primarily consisting of an increase in the assessed fair value of identified intangible assets of $25.1 million . This increase was partially offset by a decrease in the estimated fair value of acquired property and equipment and accounts receivable in the amount of $3.7 million and $0.9 million , respectively. American Utility Management In June 2017, RealPage acquired substantially all of the assets of American Utility Management (“AUM”), a provider of utility and energy management services for the multifamily housing industry. AUM helps maximize cost recovery, reduces energy usage and expense, and provides the tools operators of rental real estate need to manage their utilities more effectively. Additionally, AUM’s platform includes tools that enable operators to benchmark energy cost and consumption against their peers. The acquired assets will be integrated with our existing resident utility management platform and our data analytics tools. We acquired AUM for a purchase price of $69.4 million . The purchase price consisted of a cash payment of $64.8 million at closing, net of cash acquired of $0.1 million , and a deferred cash obligation of up to $5.1 million . The fair value of the deferred cash obligation was $4.6 million at the date of acquisition, and is payable over a period of four years following the date of acquisition. This acquisition was financed using cash on hand, which included a portion of the net offering proceeds from the issuance of the Convertible Notes. The acquired identifiable intangible assets consisted of trade names, developed technology, non-compete agreements, and client relationships, which will be amortized over estimated useful lives of two , three , five , and ten years, respectively. Goodwill recognized of $45.9 million primarily arises from anticipated synergies from integrating the acquired assets with our existing resident utility management system and leveraging the energy cost and consumption benchmarking capabilities and data acquired. Goodwill and the acquired identified intangible assets are deductible for tax purposes. Accounts receivable acquired had a gross contractual value of $2.4 million at acquisition, of which $0.3 million was estimated to be uncollectible. Acquisition costs associated with this transaction totaled $0.3 million and were expensed as incurred. 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 certain adjustments to the provisional amounts initially reported in the second quarter of 2017. The net effect of these measurement period adjustments resulted in an increase in goodwill of $0.6 million . This increase primarily consisted of an increase in accounts payable and accrued liabilities of $0.5 million , a decrease in customer deposits held in restricted accounts of $1.7 million , and a decrease in restricted cash of $1.7 million . Axiometrics LLC In January 2017, we acquired substantially all of the assets of Axiometrics LLC (“Axiometrics”). Axiometrics provides its customers with timely market intelligence on apartment markets accumulated from survey and research data. Axiometrics also provides tools to analyze the data at an asset level by multiple variables such as asset class, age, and specific competitive floor plans. The acquisition of Axiometrics expanded our multifamily data analytics platform and was integrated with MPF Research, our market research database, to form Data Analytics. We acquired Axiometrics for a purchase price of $73.8 million . The purchase price consisted of a cash payment of $66.1 million at closing; deferred cash obligations of up to $7.5 million , payable over a period of two years following the date of acquisition; and contingent cash obligations of up to $5.0 million if certain revenue targets are achieved during the twelve -month period ending December 31, 2018 . The fair value of the deferred and contingent cash obligations was $6.9 million and $0.8 million , respectively, at the date of acquisition. This acquisition was financed using cash on hand. The acquired identified intangible assets consisted of developed technology, client relationships, and trade names. These intangible assets were assigned estimated useful lives of five , ten , and three years , respectively. We recognized goodwill in the amount of $54.2 million related to this acquisition, which is primarily comprised of anticipated synergies with our existing multifamily data analytics platform. Goodwill and the acquired identified intangible assets are deductible for tax purposes. Acquisition costs associated with this transaction totaled $0.3 million and were expensed as incurred. We have adjusted our initial purchase price allocation reported in the first quarter of 2017 based on management’s ongoing review of information available at the acquisition date. These measurement period adjustments resulted in an increase in goodwill, deferred revenue, and other liabilities of $1.3 million , $0.4 million , and $0.9 million , respectively. Purchase Price Allocation The estimated fair values of assets acquired and liabilities assumed presented below are provisional and are based primarily on the information available as of the acquisition dates. We believe that 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 acquisition dates. The preliminary allocation of each purchase price, including the effects of measurement period adjustments recorded as of December 31, 2017 , was as follows: Axiometrics AUM On-Site PEX LRO (in thousands) Restricted cash $ — $ 5,954 $ 3,458 $ — $ — Accounts receivable 1,620 2,409 4,718 174 4,425 Property, equipment, and software 400 319 789 8 1,507 Intangible assets: Developed product technologies 15,500 10,800 16,960 2,360 42,000 Client relationships 6,830 7,470 41,360 600 49,000 Trade names 3,200 208 7,000 210 666 Non-compete agreements — 3,920 — — Goodwill 54,190 45,929 184,534 3,172 203,254 Other assets 273 828 826 78 475 Accounts payable and accrued liabilities (367 ) (2,150 ) (952 ) (242 ) (533 ) Client deposits held in restricted accounts — (5,954 ) (3,458 ) — — Deferred revenue (7,115 ) (321 ) (565 ) (221 ) (871 ) Other long-term liabilities (774 ) — — — — Deferred tax liability — — (1,240 ) (108 ) — Total purchase price $ 73,757 $ 69,412 $ 253,430 $ 6,031 $ 299,923 At December 31, 2017 , deferred cash obligations related to acquisitions completed in 2017 totaled $44.8 million , and were carried net of a discount and indemnified obligations of $2.3 million in the Consolidated Balance Sheets. The aggregate fair value of contingent cash obligations related to these acquisitions was $0.2 million at December 31, 2017 . During the year ended December 31, 2017 , we recognized a gain of $0.6 million from changes in the fair value of contingent cash obligations related to these acquisitions. There were no payments of deferred or contingent cash obligations made related to these acquisitions during the year ended December 31, 2017 . Deferred tax liabilities established as part of our allocation of purchase price were subsequently remeasured as a result of the Tax Cuts and Jobs Act (“Tax Reform Act”), which was signed into law in December 2017. See Note 11 for additional discussion of the Tax Reform Act. 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 . We made the first deferred cash payment in July 2017. The acquired identified intangible assets primarily 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. This acquisition was financed using proceeds from the Term Loan issued in February 2016. 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 were achieved during the three-month period ended September 30, 2017 ; and additional cash payments of $0.2 million due to former shareholders of AssetEye. The fair value of the deferred and contingent cash obligations was $0.9 million and $0.2 million , respectively, at the date of acquisition. In the first quarter of 2018, we paid the contingent consideration obligation and the first deferred cash payment. The acquired identified intangible assets primarily 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. This acquisition was financed with proceeds from the Term Loan issued in February 2016. 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 have integrated NWP into our resident services product family. The integrated platform enables 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 $68.2 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. The acquisition-date fair value of the deferred cash obligations was $6.0 million . We made deferred cash payments aggregating to $1.0 million during the year ended December 31, 2017 . 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. 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. 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. The indemnification asset, and the corresponding liability, decreased in the amount of $0.9 million as of December 31, 2017 due to payments made after management’s review of certain obligations which were accrued for as of the acquisition date. 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 a decrease in goodwill and the deferred cash obligation of $1.8 million and $0.8 million , respectively, partially offset by an increase in the deferred tax asset of $1.0 million . These adjustments were made in the fourth quarter of 2016. Purchase Price Allocation The allocation of each purchase price was as follows: NWP AssetEye eSupply (in thousands) Restricted cash $ 4,960 $ — $ — Accounts receivable 7,902 90 287 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 3,194 Deferred tax assets, net 11,173 — — Other assets, net of other liabilities 3,065 8 53 Accounts payable and accrued liabilities (6,962 ) — (44 ) 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 $ 7,046 At December 31, 2017 and 2016 , deferred cash obligations related to acquisitions completed in 2016 totaled $6.9 million and $8.7 million , and are carried net of a discount of $2.6 million and $1.2 million , respectively. The aggregate fair value of contingent cash obligations related to these acquisitions was $0.2 million and $0.5 million at December 31, 2017 and 2016 , respectively. During the years ended December 31, 2017 and 2016 , we recognized a gain of $0.3 million and a loss of $0.3 million , respectively, due to changes in the fair value of contingent cash obligations related to these acquisitions. We made deferred cash payments of $1.8 million and $0.1 million during the years ended December 31, 2017 and 2016 , respectively, related to these acquisitions. During the same periods, we made payments totaling $0.1 million and $3.3 million , respectively, 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 years ended December 31, 2017 and 2016 . Deferred tax assets and liabilities established as part of our allocation of purchase price were subsequently remeasured as a result of the Tax Cuts and Jobs Act (“Tax Reform Act”), which was signed into law in December 2017. See Note 11 for additional discussion of the Tax Reform Act. 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 have integrated the Indatus assets with our existing contact center and maintenance products, which increases 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 were met for the twelve months ended June 30, 2016 and 2017 . The fair value of the deferred and contingent cash payments was $4.7 million and $0.9 million , respectively, as of the acquisition date. The outstanding contingent and deferred cash obligations were settled in 2017. The acquired identified intangible assets were comprised of developed product technologies and client relationships, and 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. Direct acquisition costs were $0.3 million and the acquisition was financed using proceeds from our Revolving Facility. 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 was 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 and second 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 identified intangible assets primarily consisted of developed product technologies and 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 our Kigo vacation rental solution. Goodwill and identified intangible assets associated with the acquisition are deductible for tax purposes. Purchase Price Allocation The allocation of each purchase price was 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 , deferred cash obligations related to acquisitions completed in 2015 totaled $2.5 million , and were carried net of a discount of $0.1 million . There were no outstanding deferred cash obligations related to these acquisition at December 31, 2017 . We made deferred cash payments of $2.4 million during each of the years ended December 31, 2017 and 2016 . Outstanding contingent cash obligations related to these acquisitions were immaterial at December 31, 2016 . During the year ended December 31, 2017 , we recognized a loss of $0.7 million and made a payment in the same amount, as final resolution of the outstanding contingent cash obligations related to our 2015 acquisitions. During the year ended December 31, 2016 , we recognized a gain of $0.8 million related to the change in fair value of these obligations. Acquisition Activity prior to 2015 We completed acquisitions in the years prior to 2015 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 $4.1 million at December 31, 2017 and 2016 , respectively. During the years ended December 31, 2017 and 2016 , the Company paid deferred cash obligations related to these acquisitions totaling $4.0 million and $3.4 million , respectively. The Company made no payments and recognized no gains or losses related to changes in the fair value of contingent consideration obligations related to acquisitions completed prior to 2015 during the years ended December 31, 2017 and 2016 . There were no outstanding contingent cash obligations related these acquisitions at December 31, 2017 . Pro Forma Results of Acquisitions The following table presents unaudited pro forma results of operations for the years ended December 31, 2017 and 2016 , as if the aforementioned acquisitions had occurred at the beginning of 2016 . The pro forma information includes the business combination accounting effects resulting from these acquisitions, including interest expense, tax benefit, and additional amortization resulting from the valuation of amortizable intangible assets. 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 2016 , or of future results. Year Ended December 31, 2017 Pro Forma 2016 Pro Forma (in thousands, except per share amounts) (unaudited) Total revenue $ 763,534 $ 703,654 Net loss $ (5,254 ) $ (16,570 ) Net loss per share: Basic and Diluted $ (0.07 ) $ (0.22 ) |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accounts Receivable | Accounts Receivable Accounts receivable consisted of the following at December 31, 2017 and 2016 : December 31, 2017 2016 (in thousands) Trade receivables from clients $ 115,354 $ 82,094 Insurance commissions receivable 13,102 12,741 Accounts receivable, gross 128,456 94,835 Less: Allowance for doubtful accounts (3,951 ) (2,468 ) Accounts receivable, net $ 124,505 $ 92,367 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. |
Property, Equipment and Softwar
Property, Equipment and Software | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment and Software | Property, Equipment, and Software Property, equipment, and software consisted of the following at December 31, 2017 and 2016 : December 31, 2017 2016 (in thousands) Leasehold improvements $ 59,179 $ 51,242 Data processing and communications equipment 83,922 76,773 Furniture, fixtures, and other equipment 28,752 26,513 Software 107,924 86,983 Property, equipment, and software, gross 279,777 241,511 Less: Accumulated depreciation and amortization (131,349 ) (111,083 ) Property, equipment, and software, net $ 148,428 $ 130,428 Depreciation and amortization expense for property, equipment, and purchased software was $27.2 million , $24.5 million , and $20.6 million for the years ended December 31, 2017 , 2016 , and 2015 , respectively. The gross amount of capitalized software development costs was $73.4 million and $55.4 million and was carried net of accumulated amortization of $27.8 million and $19.8 million at December 31, 2017 and 2016 , respectively. The weighted average amortization period for capitalized software development costs was 4.8 years at December 31, 2017 . During the years ended December 31, 2017 , 2016 , and 2015 , we capitalized $18.0 million , $13.7 million , and $10.5 million of software development costs, respectively. Amortization expense related to capitalized software development costs totaled $8.0 million , $5.8 million , and $3.3 million during the years ended December 31, 2017 , 2016 , and 2015 , 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. No impairments associated with software development projects were identified during 2017 and 2016 . 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 and 2017 . Related to these lease modifications, we also disposed of fixed assets with a net carrying value of $0.5 million , $0.6 million and $1.3 million , and recognized a net loss on disposal of $0.5 million , $0.6 million and $0.2 million during 2017 , 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, 2017 | |
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, 2017 and 2016 , were as follows, in thousands: Balance at January 1, 2016 $ 220,097 Goodwill acquired 39,890 Other (49 ) Balance at December 31, 2016 259,938 Goodwill acquired 491,079 Other 35 Balance at December 31, 2017 $ 751,052 There was no impairment of goodwill recorded in 2017 , 2016 , or 2015 . Changes in identified intangible assets during the years ended December 31, 2017 and 2016 were as follows: December 31, 2016 Additions Dispositions Impairments Transfers / Other December 31, 2017 (in thousands) Finite-lived intangible assets: Developed technologies $ 75,924 $ 92,271 $ — $ — $ 618 $ 168,813 Client relationships 108,468 105,260 — — — 213,728 Vendor relationships 5,650 — — — — 5,650 Trade names 5,899 11,284 — — 373 17,556 Total finite-lived intangible assets 195,941 208,815 — — 991 405,747 Less: Accumulated amortization (133,467 ) (31,892 ) — — (188 ) (165,547 ) Indefinite-lived intangible assets: Trade names 12,502 — — — (365 ) 12,137 Intangible assets, net $ 74,976 $ 176,923 $ — $ — $ 438 $ 252,337 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 Amortization expense for finite-lived intangible assets totaled $31.9 million , $24.5 million , and $22.0 million during the years ended December 31, 2017 , 2016 , and 2015 , respectively. The following table sets forth the estimated amortization of intangible assets for the years ending December 31, in thousands: 2018 $ 52,059 2019 47,118 2020 37,998 2021 31,941 2022 23,164 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. In the fourth quarter of 2016 , we sold certain assets associated with our senior living referral services with a net carrying value of $3.7 million . 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, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt On September 30, 2014 , we entered into an agreement for a secured revolving credit facility (as amended by the amendments discussed below, the “Credit Facility”) to refinance our outstanding revolving loans. The Credit Facility provides for 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”). Additionally, the Credit Facility allows 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 Senior Leverage Ratio, as defined below, to exceed 3.25 to 1.00 (“Accordion Feature”). Under the First Amendment, discussed below, we used availability provided by the Accordion Feature to add a term loan in an original principal amount of $125.0 million (“Term Loan”) to the Credit Facility. In February 2017 , we used borrowing capacity under the Accordion Feature to add a delayed draw term loan with an original principal amount of up to $200.0 million (“Delayed Draw Term Loan”). At our option, amounts outstanding under the Credit Facility accrued interest, prior to the amendments described below, 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 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 Net Leverage Ratio, as defined below. As amended, the Credit Facility matures on February 27, 2022 . Certain of our existing and future material domestic subsidiaries are required to guarantee our obligations under the Credit Facility, and the obligations under the Credit Facility are secured by substantially all of our assets and the assets of the subsidiary guarantors. The Credit Facility contains customary covenants, subject in each case to customary exceptions and qualifications. Our covenants include, among other limitations, a requirement that we comply with a maximum Consolidated Net Leverage Ratio, a minimum Consolidated Interest Coverage Ratio, and a maximum Consolidated Senior Secured Net Leverage Ratio. Consolidated Net Leverage Ratio : The Consolidated Net Leverage Ratio (“Net Leverage Ratio”) is the ratio of consolidated funded indebtedness, as defined in the Credit Facility, on the last day of each fiscal quarter to the sum of the four previous consecutive fiscal quarters’ consolidated EBITDA, as defined in the Credit Facility. The Net Leverage Ratio generally may not exceed 4.00 to 1.00 , but automatically increases to 5.00 to 1.00 following an acquisition having aggregate consideration equal to or greater than $150.0 million and occurring within a specified time period following an unsecured debt issuance equal to or greater than $225.0 million . The automatic increase may occur once during the term of the Credit Facility and lasts for two consecutive fiscal quarters, after which it is incrementally reduced until the ratio returns to 4.00 to 1.00 . The automatic increase was triggered by our acquisition of On-Site in September 2017. As a result, the maximum Net Leverage Ratio was 5.00 to 1.00 at December 31, 2017 , after which it will be incrementally reduced until it returns to 4.00 to 1.00 on September 30, 2019 . Consolidated Interest Coverage Ratio : The Consolidated Interest Coverage Ratio (“Interest Coverage Ratio”) is the ratio of the sum of our four previous fiscal quarters’ consolidated EBITDA to our aggregate interest expense for the same period. The Interest Coverage Ratio must not be less than 3.00 to 1.00 on the last day of each fiscal quarter. The Interest Coverage Ratio was modified by the Fourth Amendment to exclude non-cash interest attributable to the Convertible Notes, as defined below. Consolidated Senior Secured Net Leverage Ratio : The Consolidated Senior Secured Net Leverage Ratio (“Senior Leverage Ratio”) is the ratio of consolidated senior secured indebtedness, as defined in the Credit Facility, on the last day of each fiscal quarter to the sum of the four previous consecutive fiscal quarters’ consolidated EBITDA and may not exceed 3.50 to 1.00 . At our option, this ratio may be increased to 3.75 to 1.00 for a period of one year following the completion of an acquisition having aggregate consideration greater than $50.0 million . We are not permitted to exercise this option more than one time during any consecutive eight quarter period. As of December 31, 2017 , we had not exercised our option to increase the Senior Leverage Ratio. As of December 31, 2017 , we were in compliance with the covenants under our Credit Facility. Since it was first entered into, the Credit Facility has been amended as follows: First Amendment : In February 2016 , we entered into an amendment to the Credit Facility (“First Amendment”). The First Amendment provided for the Term Loan, which is coterminous with the existing Credit Facility. The Term Loan reduced the amount available for additional term loans and revolving commitments available under the Accordion Feature. Under the terms of the First Amendment, an additional pricing tier was added to the Applicable Margin which modified the range to 1.25% to 2.00% for LIBOR loans, and 0.25% to 1.00% for Base Rate loans. The Term Loan’s amortization schedule was subsequently amended by the Third Amendment, defined below. Under the amended amortization schedule, we began making quarterly principal payments with respect to the Term Loan of $0.8 million on June 30, 2017 . The quarterly principal payments will increase to $1.5 million on June 30, 2018 , and to $3.1 million on June 30, 2020 . Any remaining principal balance on the Term Loan is due on the maturity date. We incurred debt issuance costs in the amount of $0.7 million in conjunction with the execution of the First Amendment. Second and Third Amendments : In February 2017 , we entered into the second (“Second Amendment”) and third amendments (“Third Amendment”) to the Credit Facility. Among other changes, the Second Amendment replenished the amount available under the Accordion Feature, previously reduced through the issuance of the Term Loan, to $150.0 million , plus an amount that would not cause our Senior Leverage Ratio to exceed 3.25 to 1.00 . The Third Amendment provided for a delayed draw term loan, which was initially available to be drawn until May 31, 2017 (“Delayed Draw Term Loan”). The Delayed Draw Term Loan reduced the amount available for additional term loans and revolving commitments available under the Accordion Feature. We incurred debt issuance costs in the amount of $1.3 million in conjunction with the execution of the Second and Third amendments. Fourth Amendment : On April 3, 2017 , we entered into the fourth amendment to the Credit Facility (“Fourth Amendment”). The Fourth Amendment modified certain terms of the Credit Facility to, among other things, increase the maximum Net Leverage Ratio, provide for the maximum Senior Leverage Ratio, and provide for an additional pricing tier for interest rates and fees if the Company’s Net Leverage Ratio equals or exceeds 4.00 to 1.00 , resulting in a new Applicable Margin range of 1.25% to 2.25% for LIBOR loans and 0.25% to 1.25% for Base Rate loans. Fifth and Sixth Amendments : The availability period of the Delayed Draw Term Loan was extended through August 31, 2017 , under the fifth amendment to the Credit Facility, which was executed in May 2017 . In August 2017 , the availability period of the Delayed Draw Term Loan was further extended through December 31, 2017 , under the sixth amendment to the Credit Facility. The Delayed Draw Term Loan was drawn for the $200.0 million of funds available on December 5, 2017 . These funds were used to finance our acquisition of LRO, which was completed in December 2017 . Subsequent to disbursal of the Delayed Draw Term Loan funds, we began making quarterly principal payments of $1.3 million on December 31, 2017 . The quarterly principal payments increase to $2.5 million beginning on June 30, 2018 , and to $5.0 million beginning on June 30, 2020 . Any remaining principal balance on the Delayed Draw Term Loan is due on the maturity date. Revolving loans under the Credit Facility may be voluntarily prepaid and re-borrowed. Principal payments on the Term Loan and Delayed Draw Term Loan (collectively, the “Term Loans”) are due in quarterly installments, as described above, and 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 accrued but unpaid interest is due on the maturity date. The Term Loans are 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 Loans 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. As of December 31, 2017 , we had $150.0 million of available credit under our Revolving Facility plus additional amounts under the Accordion Feature of the Credit Facility. We incur commitment fees on the unused portion of the Revolving Facility. The weighted-average interest rates of short-term borrowings during the years ended December 31, 2017 and 2016 , were 3.14% and 1.75% , respectively. Principal outstanding, and unamortized debt issuance costs for the Term Loans, were as follows at December 31, 2017 and 2016 : December 31, 2017 December 31, 2016 Term Loan Delayed Draw Term Loan Revolving Facility Term Loan Revolving Facility (in thousands) Principal outstanding $ 120,356 $ 198,750 $ 50,000 $ 122,657 $ — Unamortized issuance costs (233 ) (821 ) — (295 ) — Unamortized discount (185 ) (490 ) — (236 ) — Carrying value $ 119,938 $ 197,439 $ 50,000 $ 122,126 $ — Unamortized debt issuance costs for the Revolving Facility were $0.6 million and $0.8 million at December 31, 2017 and 2016 , respectively, and are included in the line “Other assets” in the Consolidated Balance Sheets. Future maturities of principal under the Term Loans are as follows for the years ending December 31, in thousands: Term Loans 2018 $ 14,116 2019 16,133 2020 28,232 2021 32,266 Thereafter 228,359 $ 319,106 Convertible Notes In May 2017 , the Company issued convertible senior notes with aggregate principal of $345.0 million (including the underwriters’ exercise in full of their over-allotment option of $45.0 million ) which mature on November 15, 2022 (“Convertible Notes”). The Convertible Notes were issued under an indenture dated May 23, 2017 (“Indenture”), by and between the Company and Wells Fargo Bank, N.A., as Trustee. We received net proceeds from the offering of approximately $304.2 million after adjusting for debt issuance costs, including the underwriting discount, the net cash used to purchase the Note Hedges and the proceeds from the issuance of the Warrants which are discussed below. The Convertible Notes accrue interest at a rate of 1.50% , payable semi-annually on May 15 and November 15 of each year beginning on November 15, 2017 . On or after May 15, 2022 , and until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Convertible Notes at their option. The Convertible Notes are convertible at an initial rate of 23.84 shares per $1,000 of principal (equivalent to an initial conversion price of approximately $41.95 per share of our common stock). The conversion rate is subject to customary adjustments for certain events as described in the Indenture. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. It is the Company’s current intent to settle conversions of the Convertible Notes through combination settlement, which involves repayment of the principal portion in cash and any excess of the conversion value over the principal amount in shares of our common stock. Holders may convert their Convertible Notes, at their option, prior to May 15, 2022 only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on June 30, 2017 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • during the five business day period after any five consecutive trading day period (the “Measurement Period”) in which the trading price per $1,000 principal amount of the Convertible Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sales price of our common stock and the conversion rate on each such trading day; or • upon the occurrence of specified corporate events, as defined in the Indenture. We may not redeem the Convertible Notes prior to their maturity date, and no sinking fund is provided for them. If we undergo a fundamental change, as described in the Indenture, subject to certain conditions, holders may require us to repurchase for cash all or any portion of their Convertible Notes. The fundamental change repurchase price is equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest up to, but excluding, the fundamental change repurchase date. If holders elect to convert their Convertible Notes in connection with a make-whole fundamental change, as described in the Indenture, the Company will, to the extent provided in the Indenture, increase the conversion rate applicable to the Convertible Notes. The Convertible Notes are senior unsecured obligations and rank senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the Convertible Notes and equal in right of payment to any of our existing and future unsecured indebtedness that is not subordinated. The Convertible Notes are effectively junior in right of payment to any of our secured indebtedness (to the extent of the value of assets securing such indebtedness) and structurally junior to all existing and future indebtedness and other liabilities, including trade payables, of our subsidiaries. The Indenture does not limit the amount of debt that we or our subsidiaries may incur. The Convertible Notes are not guaranteed by any of our subsidiaries. The Indenture does not contain any financial or operating covenants or restrictions on the payment of dividends, the incurrence of indebtedness, or the issuance or repurchase of securities by us or any of our subsidiaries. The Indenture contains customary events of default with respect to the Convertible Notes and provides that upon certain events of default occurring and continuing, the Trustee may, and the Trustee at the request of holders of at least 25% in principal amount of the Convertible Notes shall, declare all principal and accrued and unpaid interest, if any, of the Convertible Notes to be due and payable. In case of certain events of bankruptcy, insolvency or reorganization, involving us or a significant subsidiary, all of the principal of and accrued and unpaid interest on the Convertible Notes will automatically become due and payable. In accounting for the issuance of the Convertible Notes, the Company separated the Convertible Notes into liability and equity components. We allocated $282.5 million of the Convertible Notes to the liability component, and $62.5 million to the equity component. The excess of the principal amount of the liability component over its carrying amount is amortized to interest expense over the term of the Convertible Notes using the effective interest method. The equity component will not be remeasured as long as it continues to meet the conditions for equity classification. We incurred issuance costs of $9.8 million related to the Convertible Notes. Issuance costs were allocated to the liability and equity components based on their relative values. Issuance costs attributable to the liability component are being amortized to interest expense over the term of the Convertible Notes, and issuance costs attributable to the equity component are included along with the equity component in stockholders' equity. The net carrying amount of the Convertible Notes at December 31, 2017 , was as follows, in thousands: Liability component: Principal amount $ 345,000 Unamortized discount (56,557 ) Unamortized debt issuance costs (7,244 ) $ 281,199 Equity component, net of issuance costs and deferred tax: $ 61,390 The following table sets forth total interest expense related to the Convertible Notes for the year ended December 31, 2017 , in thousands: Contractual interest expense $ 3,119 Amortization of debt discount 5,991 Amortization of debt issuance costs 766 $ 9,876 Effective interest rate of the liability component 5.87 % Convertible Note Hedges and Warrants On May 23, 2017 , we entered into privately negotiated transactions to purchase hedge instruments (“Note Hedges”), covering approximately 8.2 million shares of our common stock at a cost of $62.5 million . The Note Hedges are subject to anti-dilution provisions substantially similar to those of the Convertible Notes, have a strike price of approximately $41.95 per share, are exercisable by us upon any conversion under the Convertible Notes, and expire on November 15, 2022 . The Note Hedges are generally expected to reduce the potential dilution to our common stock (or, in the event the conversion is settled in cash, to reduce our cash payment obligation) in the event that at the time of conversion our stock price exceeds the conversion price under the Convertible Notes. The cost of the Note Hedges is expected to be tax deductible as an original issue discount over the life of the Convertible Notes, as the Convertible Notes and the Note Hedges represent an integrated debt instrument for tax purposes. The cost of the Note Hedges was recorded as a reduction of our additional paid-in capital in the accompanying Consolidated Financial Statements. On May 23, 2017 , the Company also sold warrants for the purchase of up to 8.2 million shares of our common stock for aggregate proceeds of $31.5 million (“Warrants”). The Warrants have a strike price of $57.58 per share and are subject to customary anti-dilution provisions. The Warrants will expire in ratable portions on a series of expiration dates commencing on February 15, 2023 . The proceeds from the issuance of the Warrants were recorded as an increase to our additional paid-in capital in the accompanying Consolidated Financial Statements. The Note Hedges are transactions that are separate from the terms of the Convertible Notes and the Warrants, and holders of the Convertible Notes and the Warrants have no rights with respect to the Note Hedges. The Warrants are similarly separate in both terms and rights from the Note Hedges and the Convertible Notes. As of December 31, 2017 , no Note Hedges or Warrants had been exercised. |
Stock-based Expense
Stock-based Expense | 12 Months Ended |
Dec. 31, 2017 | |
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. Our board of directors periodically approves increases to the number of shares of common stock reserved for issuance under the Equity Incentive Plan. At both December 31, 2017 and 2016 , there were 27,634,259 shares of the Company’s common stock reserved for awards under the Equity Incentive Plan. The Plan permits the exercise of stock options and grants of restricted stock to be fulfilled through the issuance of previously authorized but unissued common stock shares, or the reissuance of shares held in treasury. Beginning in March 2017, we began to primarily utilize treasury shares when stock options are exercised or restricted stock is granted. Prior to this date, we have historically utilized unissued common stock shares to satisfy these items. Total compensation expense related to our stock-based expense plans was $45.8 million , $36.9 million , and $38.1 million for the years ended December 31, 2017 , 2016 , and 2015 , respectively. Total unrecognized compensation expense related to our stock-based expense plans was $48.2 million at December 31, 2017 , and is expected to be recognized over a weighted average period of 2.0 years. Cash proceeds related to stock-based expense transactions totaled $27.0 million , $28.5 million , and $12.1 million during the years ended December 31, 2017 , 2016 , and 2015 , 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 Balance as of January 1, 2015 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 Exercised (1,344,569 ) 5.04 – 29.50 20.09 Forfeited/cancelled (61,892 ) 15.19 – 25.70 19.66 Expired (163 ) 2.55 – 2.82 2.73 Balance at December 31, 2017 2,200,465 4.28 – 29.50 19.26 The below table provides information regarding outstanding stock options which were fully vested and expected to vest and exercisable options at December 31: 2017 2016 Options Fully Vested and Expected to Vest Options Exercisable Options Fully Vested and Expected to Vest Options Exercisable Number of options 2,200,465 1,999,278 3,606,462 2,477,474 Weighted-average remaining contractual term (in years) 5.5 5.3 6.5 5.9 Weighted-average exercise price $ 19.26 $ 19.16 $ 19.58 $ 19.24 Aggregate intrinsic value, in thousands $ 55,106 $ 50,257 $ 37,581 $ 26,659 The aggregate intrinsic value of options exercised during the years ended December 31, 2017 , 2016 , and 2015 , was $25.1 million , $11.3 million , and $5.0 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 year ended December 31, 2015 . There were no stock options awarded during the years ended December 31, 2017 and 2016 . 2015 Risk-free interest rate 1.5 % Expected option life (in years) 4.6 Expected volatility 42.3 % Weighted-average grant date fair value $ 7.42 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 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. We estimate expected volatility based on the Company’s historic and expected volatility. 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 , as we did 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, 2017 , 2016 , and 2015 , the aggregate grant date fair value of time-based restricted shares that vested during the year was $22.6 million , $16.9 million , and $21.5 million , 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, 2015 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 Granted 1,359,578 36.25 Vested (953,749 ) 23.73 Forfeited/cancelled (283,342 ) 28.01 Non-vested shares at December 31, 2017 1,755,988 30.05 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 as of January 1, 2015 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 Granted 535,441 28.18 Vested (1,407,133 ) 13.69 Forfeited/cancelled (2,303 ) 13.34 Balance at December 31, 2017 690,165 22.76 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 2017 , 2016 , and 2015 were as follows: 2017 2016 2015 Risk-free interest rate 1.8 % 1.1 % 1.1 % Expected volatility 31.6 % 41.5 % 38.7 % 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 estimates expected volatility based on the Company’s historic and expected volatility rate. 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 2017 ranged from five to seven quarters. Market-based restricted stock awards granted in 2016 had requisite service periods ranging between seven to nine 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, 2015 — $ — 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 — — Granted — — Non-vested shares at December 31, 2017 — — |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
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 2017 acquisitions, the Company assumed non-cancellable operating leases for office space. The office leases acquired include locations in Addison, Texas; Lombard, Illinois; Campbell, California; Alpharetta, Georgia; and London, United Kingdom. The office leases expire at various dates through 2026 and have terms substantially similar to our other office 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. In October 2017 , the Company entered into the third amendment to the lease agreement, which further increased the amount of leased space for our corporate headquarters. 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. Rent expense was $13.8 million , $14.7 million , and $10.9 million for the years ended December 31, 2017 , 2016 , and 2015 , respectively. Minimum annual rental commitments under non-cancellable operating leases, net of sublease income amounts, were as follows at December 31, 2017 : Minimum Lease Commitments (in thousands) 2018 $ 15,344 2019 13,798 2020 11,603 2021 10,920 2022 9,336 Thereafter 46,121 $ 107,122 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, 2017 or 2016 . 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, 2017 or 2016 . 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. As previously disclosed, 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. As previously disclosed, 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. Following various procedural motions, on June 19, 2017, the court in both the Stokes case and Jenkins case consolidated the cases for purposes of settlement. On June 30, 2017, the parties signed a Settlement Agreement and Release covering both cases and the plaintiffs in the consolidated cases filed an uncontested motion for preliminary approval of the class action settlement and the notice to the class. On August 3, 2017, the court issued a written order preliminarily approving the proposed class settlement. Following the final approval hearing on February 6, 2018, the court entered an order granting final approval of the settlement. 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 responded to the request and requests for additional information by the FTC. On November 2, 2017, the FTC staff informed us of its belief that there is a basis for claims that could include monetary and injunctive relief against us for failing to follow reasonable procedures to assure maximum possible accuracy of our tenant screening reports. We are continuing to assess the matter and plan to have further discussions with the FTC. We believe that our business practices did not, and do not, violate the FCRA or any other laws, and we intend to vigorously defend our position. However, we are unable to predict the outcome of this matter at this time. At December 31, 2017 and 2016 , 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, 2017 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) per Share Basic net income (loss) per share is 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 is 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 193,274 , 220,473 , and 912,257 were excluded from the dilutive shares outstanding because their effect was anti-dilutive for the years ended December 31, 2017 , 2016 , and 2015 , respectively. For purposes of considering the Convertible Notes in determining diluted net income (loss) per share, it is the current intent of the Company to settle conversions of the Convertible Notes through combination settlement, which involves repayment of the principal portion in cash and any excess of the conversion value over the principal amount (the “conversion premium”) in shares of our common stock. Therefore, only the impact of the conversion premium will be included in total dilutive weighted average shares outstanding using the treasury stock method. The dilutive effect of the conversion premium is shown in the table below. The Warrants sold in connection with the issuance of the Convertible Notes will not be considered in calculating the total dilutive weighted average shares outstanding until the price of the Company’s common stock exceeds the strike price of $57.58 per share, as described in Note 7 . When the price of the Company’s common stock exceeds the strike price of the Warrants, the effect of the additional shares that may be issued upon exercise of the Warrants will be included in total dilutive weighted average shares outstanding using the treasury stock method. The Note Hedges purchased in connection with the issuance of the Convertible Notes are considered to be anti-dilutive and therefore do not impact the Company’s calculation of diluted net income (loss) per share. Refer to Note 7 for further discussion regarding the Convertible Notes. As discussed in Note 2, the Company adopted ASU 2016-09 on January 1, 2017. As a result, the weighted average effect of dilutive securities for the year ended December 31, 2017 , was calculated without including consideration of windfall tax benefits, resulting in the repurchase of fewer hypothetical shares and a greater dilutive effect. This change was applied on a prospective basis, and dilutive securities for the same period in 2016 have not been adjusted. The following table presents the calculation of basic and diluted net income (loss) per share attributable to common stockholders: Year Ended December 31, 2017 2016 2015 (in thousands, except per share amounts) Numerator: Net income (loss) $ 377 $ 16,650 $ (9,218 ) Denominator: Basic: Weighted average shares used in computing basic net income (loss) per share: 79,433 76,854 76,689 Diluted: Weighted average shares used in computing basic net income (loss) per share: 79,433 76,854 76,689 Add weighted average effect of dilutive securities: Stock options and restricted stock 2,884 989 — Convertible Notes 81 — — Weighted average shares used in computing diluted net income (loss) per share: 82,398 77,843 76,689 Net income (loss) per share attributable to common stockholders: Basic $ 0.00 $ 0.22 $ (0.12 ) Diluted $ 0.00 $ 0.21 $ (0.12 ) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2015 (in thousands) Domestic $ 12,424 $ 23,817 $ (15,777 ) Foreign 2,817 3,669 2,713 Total $ 15,241 $ 27,486 $ (13,064 ) Our income tax expense (benefit) consisted of the following components: Year Ended December 31, 2017 2016 2015 (in thousands) Current: Federal $ 36 $ 401 $ 162 State 578 756 797 Foreign 313 449 414 Total current income tax expense 927 1,606 1,373 Deferred: Federal 14,620 9,055 (5,075 ) State (900 ) 235 156 Foreign 217 (60 ) (300 ) Total deferred income tax expense (benefit) 13,937 9,230 (5,219 ) Total income tax expense (benefit) $ 14,864 $ 10,836 $ (3,846 ) 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, 2017 2016 2015 (in thousands) Expense derived by applying the Federal income tax rate to income (loss) before income taxes $ 5,335 $ 9,620 $ (4,572 ) State income tax, net of federal benefit 135 735 561 Foreign income tax (631 ) (922 ) (813 ) Nondeductible expenses 1,606 545 418 Fair value adjustment on stock acquisition (17 ) 150 (52 ) Stock-based expense (19,080 ) 285 209 Reduction in available Federal NOL — 255 350 Federal income tax rate reduction 25,070 — — Deemed repatriation of foreign earnings 2,211 — — Other 235 168 53 Total income tax expense (benefit) $ 14,864 $ 10,836 $ (3,846 ) 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, 2017 2016 (in thousands) Deferred tax assets: Reserves, deferred revenue and accrued liabilities $ 16,443 $ 22,518 Stock-based expense 8,912 17,184 Net operating loss carryforwards and tax credits 42,119 16,193 Deferred tax assets before valuation allowance 67,474 55,895 Valuation allowance (517 ) — Total deferred tax assets, net of valuation allowance 66,957 55,895 Deferred tax liabilities: Property, equipment, and software (15,378 ) (25,626 ) Intangible assets (3,940 ) (10,514 ) Other (2,752 ) (4,090 ) Total deferred tax liabilities (22,070 ) (40,230 ) Net deferred tax assets $ 44,887 $ 15,665 As a result of our adoption of ASU 2016-09, on January 1, 2017 we recorded a deferred tax asset of $43.8 million , net of a $0.3 million valuation allowance, with a corresponding increase to retained earnings. The deferred tax asset consisted of excess stock-based compensation deductions that arose but were not recognized in prior years. See additional discussion of our adoption of ASU 2016-09 in Note 2. The acquisition of the stock of PEX Software Ltd and its subsidiary PEX Australia Ltd in October 2017 resulted in an additional net deferred tax liability of approximately $0.1 million . The acquisition of the stock of an On-Site subsidiary, in connection with the acquisition of certain discrete assets of On-Site Manager, Inc. in September 2017, resulted in additional deferred tax liabilities of $1.2 million , primarily related to intangibles. 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 related to the AssetEye acquisition. On December 22, 2017, the Tax Reform Act was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a federal corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. As a result of the Tax Reform Act, we recorded $25.1 million of additional income tax expense in the fourth quarter of 2017, the period in which the legislation was enacted, to reduce the carrying value of our net deferred tax assets to reflect the lower U.S. federal corporate tax rate. We also recognized tax expense of $2.2 million as a result of the deemed repatriation of foreign earnings. Also on December 22, 2017, the SEC issued Staff Accounting Bulletin No. 118 ("SAB 118") to address the application of US GAAP in situations where a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Reform Act. In accordance with SAB 118, we have determined that the $25.1 million of deferred tax expense recorded in connection with the remeasurement of our net deferred tax assets and the $2.2 million of tax expense recorded in connection with the transition tax on the mandatory deemed repatriation of foreign earnings are provisional amounts and are reasonable estimates at December 31, 2017. Additional work is necessary for a more detailed analysis of our deferred tax assets and liabilities and our historical foreign earnings as well as potential correlative adjustments. Any subsequent adjustment to these amounts will be recorded to current tax expense during 2018 when the analysis is complete. Because of the deemed repatriation discussed above, all of our estimated foreign earnings have been subjected to U.S. federal income tax. Under the Tax Reform Act, the U.S. is moving away from a worldwide tax system and closer to a territorial tax system for foreign corporation earnings to the extent those earnings are neither Subpart F income, nor subject to a new minimum tax called the global intangible low-taxed income (“GILTI”). Foreign earnings generated after December 31, 2017, that are distributed to RealPage, Inc. as a dividend would receive a 100% dividends received deduction for federal income tax purposes, provided the Subpart F income and GILTI rules do not apply. 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. 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. We had no valuation allowance at December 31, 2016 . In 2017 , we recognized a $0.3 million valuation allowance against our state NOLs in connection with the adoption of ASU 2016-09, as discussed above, and recorded an additional valuation allowance of $0.2 million against the NOLs of one of our foreign subsidiaries. Our tax-effected federal, state, and international NOL carryforwards of $36.2 million , $3.9 million , and $0.2 million , respectively, and our combined federal and state tax credits of $1.8 million comprise a major component of our deferred tax assets. If not used, the underlying gross federal NOLs totaling $172.5 million will begin to expire in 2024 and the underlying state NOLs totaling $60.2 million will begin to expire in 2018 , with approximately $19.1 million expiring in the next five years . Approximately $0.1 million of our credits expire in 2026 , and the balance has no expiration date. Approximately $1.3 million of our tax credits will be fully realizable by 2021. Net operating losses that we have generated are not currently subject to the Section 382 limitation; however, $30.4 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 year period also may limit utilization of the federal net operating loss carryforwards. As a result of our adoption of ASU 2016-09, we began to account for all excess tax benefits and deficits arising from current period stock transactions as part of our income tax provision effective January 1, 2017. During the year ended December 31, 2017, our tax provision was reduced by approximately $19.1 million as a result of excess stock compensation deductions from the vesting of restricted stock and the exercise of stock options during the year. Prior to the adoption of ASU 2016-09, we used the “with-and-without” method, as described in ASC 740, for purposes of determining when excess tax benefits had been realized. In 2016 and 2015 , we recognized excess stock compensation benefits from NOLs of $3.1 million and $0.4 million , respectively, and these benefits were recognized as additions to paid-in capital and, thus, did not benefit our tax provision for those years. 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 $0.4 million , $0.2 million , and $0.4 million for the years ended December 31, 2017 , 2016 , and 2015 , 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. The tax holiday of one of the projects expired on November 30, 2016 . The remaining projects, if not renewed, will expire in 2018 and 2019. Tax savings realized under the Philippine tax holiday incentives were $0.2 million , $0.4 million , and $0.3 million for the years ended December 31, 2017 , 2016 , and 2015 , respectively. Uncertain Tax Positions At December 31, 2017 and 2016 , 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, 2017 and 2016 , 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 2014 and are no longer subject to state and local income tax examinations by tax authorities for years before 2013 ; 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, April 1, 2012, and April 1, 2013. The India income tax authorities have assessed RealPage India additional tax and interest of $0.9 million as a result of these examinations. We believe the assessments are incorrect and have appealed the decisions to the India Commissioner of Income Tax. RealPage India is also under audit for the financial year beginning April 1, 2014, 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, 2017 | |
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, 2017 and 2016 : 2017 2016 Discount rates 16.3 % 14.8 - 27.8% Volatility rates 24.0 % 29.9 % Risk free rate of return 1.6 % 0.7 % The following tables disclose the assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 and 2016 , by the fair value hierarchy levels as described above: Fair value at December 31, 2017 Total Level 1 Level 2 Level 3 (in thousands) Assets: Interest rate swap agreements $ 1,329 $ — $ 1,329 $ — Liabilities: Contingent consideration related to the acquisition of: AssetEye 247 — — 247 Axiometrics 167 — — 167 Total liabilities measured at fair value $ 414 $ — $ — $ 414 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 There were no transfers between Level 1 and Level 2, or between Level 2 and Level 3 measurements during the years ended December 31, 2017 and 2016 . Changes in the fair value of Level 3 measurements for the reporting periods were as follows during the years ended December 31, 2017 and 2016 , in thousands: Balance at January 1, 2016 $ 841 Initial contingent consideration 245 Net gain on change in fair value (545 ) Balance at December 31, 2016 541 Initial contingent consideration 812 Net gain on change in fair value (939 ) Balance at December 31, 2017 $ 414 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: 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. The Company believes that the method used to determine the fair value of the assets was reasonable. See Note 6 for further discussion of these impairments. There were no assets measured at fair value on a non-recurring at December 31, 2017 . There were no liabilities measured at fair value on a non-recurring basis at December 31, 2017 and 2016 . Financial Instruments The financial assets and liabilities that are not measured at fair value in our Consolidated Balance Sheets primarily consist of cash and cash equivalents, restricted cash, accounts receivable, cost-method investments, accounts payable and accrued expenses, acquisition-related deferred cash obligations, obligations under the Term Loans, obligations under the Revolving Facility, and the Convertible Notes. The carrying values of cash and cash equivalents; restricted cash; accounts receivable; and accounts payable and accrued expenses reported in our 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. Due to its short-term nature and market-indexed interest rates, we concluded that the carrying value of the Revolving Facility approximated its fair value at December 31, 2017 . Revolving Facility : The fair value of the Revolving Facility was estimated by discounting future cash flows using prevailing market interest rates on debt with similar creditworthiness, terms, and maturities, and an estimate of our future payments. We concluded that this fair value measurement should be categorized within Level 3. Term Loans : The fair value of the Term Loans was estimated by discounting future cash flows using prevailing market interest rates on debt with similar creditworthiness, terms, and maturities. We concluded that this fair value measurement should be categorized within Level 2. Convertible Notes : We estimated the fair value of the Convertible Notes based on quoted market prices as of the last trading day for the year ended December 31, 2017 ; however, the Convertible Notes have only a limited trading volume and as such this fair value estimate is not necessarily the value at which the Convertible Notes could be retired or transferred. We concluded this measurement should be classified within Level 2. The fair value and carrying value of the Revolving Facility, Term Loans, and Convertible Notes were as follows at December 31, 2017 and 2016 : December 31, 2017 December 31, 2016 Fair Value Carrying Value Fair Value Carrying Value (in thousands) Revolving Facility $ 49,427 $ 50,000 $ — $ — Term Loans 303,806 317,377 122,532 122,126 Convertible Notes 430,301 281,199 — — The carrying value of the Term Loans and Convertible Notes are reflected net of unamortized discount and issuance costs in our Consolidated Balance Sheets. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
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. Our board of directors approved a one year extension of this program in both 2015 and 2016. On April 28, 2017 , our board of directors again approved a one year extension of the share repurchase program. The terms of this 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 4, 2018 . Repurchase activity during the years ended December 31, 2016 and 2015 is detailed in the table below. No shares were acquired under the repurchase program during the year ended December 31, 2017 . Year Ended December 31, 2016 2015 Number of shares repurchased 1,012,823 1,798,199 Weighted-average cost per share $ 20.98 $ 19.51 Total cost of shares repurchased, in thousands $ 21,244 $ 35,083 |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments On March 31, 2016 , the Company entered into two interest rate swap agreements (collectively the “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 the Swap Agreements is recorded in accumulated other comprehensive income 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. Amounts reported in accumulated other comprehensive income 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 $0.7 million will be reclassified as a decrease to interest expense during the twelve-month period ending December 31, 2018 . As of December 31, 2017 , the Swap Agreements were still outstanding. The table below presents the notional and fair values of the Swap Agreements as well as their classification on the Consolidated Balance Sheets as of December 31, 2017 and 2016 : Balance Sheet Location Notional Fair Value (in thousands) Derivatives designated as cash flow hedging instruments: Swap agreements as of December 31, 2017 Other assets $ 75,000 $ 1,329 Swap agreements as of December 31, 2016 Other assets $ 75,000 $ 1,098 As of December 31, 2017 , 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, 2017 , it could have been required to settle its obligations under the Swap Agreements at their termination value of $1.3 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 for the fiscal years ended December 31, 2017 and 2016 : Effective Portion Ineffective Portion Derivatives Designated as Cash Flow Hedges Gain (Loss) Recognized in OCI Location of Gain (Loss) Recognized in Income Gain (Loss) Recognized in Income Location of Gain (Loss) Recognized in Income Gain (Loss) Recognized in Income (in thousands) Year Ended December 31, 2017: Swap agreements, net of tax $ 318 Interest expense and other $ (77 ) Interest expense and other $ (54 ) Year Ended December 31, 2016: Swap agreements, net of tax $ 400 Interest expense and other $ 136 Interest expense and other $ 152 |
Comprehensive Income (Loss)
Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
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, 2017 , 2016 , and 2015 : Foreign Currency Swap Agreements Total (in thousands) Balance as of January 1, 2015 $ (209 ) $ — $ (209 ) Other comprehensive loss, net (337 ) — (337 ) Balance at December 31, 2015 (546 ) — (546 ) Other comprehensive (loss) income, net (43 ) 720 677 Reclassification into earnings — 226 226 Income tax provision — (410 ) (410 ) Balance at December 31, 2016 (589 ) 536 (53 ) Other comprehensive income, net 55 427 482 Reclassification into earnings — (141 ) (141 ) Income tax provision — (45 ) (45 ) Balance at December 31, 2017 $ (534 ) $ 777 $ 243 |
Customer Deposits Held in Restr
Customer Deposits Held in Restricted Accounts | 12 Months Ended |
Dec. 31, 2017 | |
Funds Held for Others [Abstract] | |
Customer Deposits Held in Restricted Accounts | Customer Deposits Held in Restricted Accounts 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 $74.8 million and $76.4 million , and the related client deposit liability was $74.9 million and $76.4 million at December 31, 2017 and 2016 , 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. We offer invoice processing services to our clients as part of our overall utility management solution. This service includes the collection of invoice payments from our clients and remitting the payments to the utility company. We had $14.6 million and $5.8 million in restricted cash and $14.6 million and $5.7 million in client deposits related to these services at December 31, 2017 and 2016 , respectively. 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 $6.6 million and $1.5 million in restricted cash related to these renter insurance products at December 31, 2017 and 2016 , respectively. Related to these renter insurance products, we had $6.6 million and $1.5 million in client deposits at December 31, 2017 and 2016 , respectively. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [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 $2.9 million , $2.4 million , and $1.9 million were made by us under the Plan for the years ended December 31, 2017 , 2016 , and 2015 , respectively. The Company sponsors various retirement plans for its non-U.S. employees. Accrued liabilities related to obligations under these plans totaled $1.2 million , $0.9 million , and $0.7 million as of December 31, 2017 , 2016 , and 2015 , respectively, and are included in current liabilities in the accompanying Consolidated Balance Sheets. |
Cost Method Investments
Cost Method Investments | 12 Months Ended |
Dec. 31, 2017 | |
Investments, All Other Investments [Abstract] | |
Cost Method Investments | Cost Method Investments In August 2016, we acquired a minority interest in Compstak, Inc. (“Compstak”), which is an unrelated company that specializes in the aggregation of commercial lease data. The shares we acquired represent an ownership interest of less than 20% . We evaluated our relationship with Compstak and determined we do not have significant influence over its operations nor is it economically dependent upon us. The carrying value of this investment at December 31, 2017 and 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, 2017 | |
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, 2017 and 2016 (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 $ 180,104 $ 161,578 $ 154,727 $ 146,213 $ 141,627 $ 140,883 $ 136,610 $ 123,411 On premise 662 648 659 675 695 682 687 772 Professional and other 6,914 6,832 5,920 6,031 6,749 6,390 5,422 4,200 Total revenue 187,680 169,058 161,306 152,919 149,071 147,955 142,719 128,383 Gross profit 114,167 99,710 93,762 89,877 87,707 83,844 80,641 73,635 Net (loss) income (20,865 ) 6,834 6,213 8,195 7,361 4,210 2,083 2,996 Net (loss) income per share attributable to common stockholders Basic $ (0.26 ) $ 0.09 $ 0.08 $ 0.10 $ 0.09 $ 0.05 $ 0.03 $ 0.04 Diluted (0.26 ) 0.08 0.08 0.10 0.09 0.05 0.03 0.04 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, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In January 2018 , we paid $2.0 million in cash in return for a convertible promissory note (“Note”) from WayBlazer, Inc. (“WayBlazer”), which is an unrelated company that specializes in an artificial intelligence platform for the travel industry. The Note bears interest at 8% per annum and matures in January 2021. The Note is convertible into WayBlazer’s common stock shares upon a qualified financing event, as defined in the Note. If converted, the shares would represent an ownership interest of approximately 8% . We also entered into a strategic development agreement (“Development Agreement”) with WayBlazer for the development of property management applications. Under the terms of the Development Agreement, we will pay direct development costs and a license fee to use any property management applications developed. The initial license has a term of five years . At the end of the license term, and under certain other circumstances, the Company has the right to purchase a perpetual license for the applications. |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS REALPAGE, INC. December 31, 2017 (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: 2015 $ 2,363 $ 3,377 $ (3,422 ) $ 2,318 2016 2,318 4,786 (4,636 ) 2,468 2017 2,468 4,458 (2,975 ) 3,951 (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, 2017 | |
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; valuation of net assets acquired and contingent consideration in connection with business combinations; 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 residential 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 and Customer Deposits Held in Restricted Accounts | 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, 2017 , 2016 , and 2015 , we incurred bad debt expense of $3.2 million , $2.4 million , and $2.0 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 parts and supplies relating to our sub-metering services. |
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 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 | 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 | 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 assumed, 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. The estimated fair values of assets acquired and liabilities assumed presented below are provisional and are based primarily on the information available as of the acquisition dates. We believe that 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 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, non-competition agreements and trade names. Our intangible assets also include building photography . 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 - 7 years Client relationships 3 - 10 years Vendor relationships 7 years Trade names 1 - 7 years Non-competition agreements 5 - 10 years We include amortization of acquired developed technologies in “Cost of revenue” and amortization of acquired client relationships, vendor relationships, non-competition agreements and trade names in “Sales and marketing” expenses in our Consolidated Statements of Operations. |
Derivative Financial Instruments | 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 includes 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 | 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 | 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 composed 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 materials 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 Expense | 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. 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 time-based restricted stock 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 |
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, 2017 and 2016 . The Tax Reform Act signed into law in the U.S. on December 31, 2017 contains significant changes to the U.S. federal income tax laws, the full consequences of which have not yet been determined. In preparing our income tax provision for 2017, we have made reasonable estimates of the effect, among other things, of the reduction in the U.S. federal income tax rate from 35% to 21% and of the effect of the deemed repatriation of foreign earnings on our tax provision for the year. Because of the complexity of the new law, the timing of its enactment, and the fact that portions of it may be subject to interpretation or clarifications yet to be set forth, we consider our accounting for the change in the new law to be provisional as of December 31, 2017. We will make any adjustments of this provisional accounting in 2018 as the uncertainties are resolved. |
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 matter 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 On March 30, 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . This guidance simplifies accounting for stock-based compensation. Under the new guidance, excess tax benefits and tax deficiencies are now 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. Previously, GAAP required tax benefits in excess of compensation cost to be recorded as additional paid-in capital to the extent taxes payable were 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. The ASU also requires excess tax benefits to be reflected as operating cash flows and allows the Company to elect to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. We adopted ASU 2016-09 in the first quarter of 2017. As a result of our adoption of this ASU, we recorded a deferred tax asset of $43.8 million , net of a $0.3 million valuation allowance, related to excess stock-based compensation deductions that arose but were not recognized in prior years. Additionally, we elected to account for forfeitures as they occur using a modified retrospective transition method that required us to record an immaterial cumulative-effect adjustment to accumulated deficit. We elected to account for the change in presentation of excess tax benefits in the statements of cash flows prospectively, and as a result, no prior periods were adjusted. We began to account for all excess tax benefits and deficits arising from current period stock transactions as income tax benefit or expense effective January 1, 2017. The remaining amendments to this standard did not have a material impact on our Consolidated Financial Statements. Recently Issued Accounting Standards In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities , which expands an entity’s ability to apply hedge accounting for nonfinancial and financial risk components and allows for a simplified approach for fair value hedging of interest rate risk. This ASU eliminates the need to separately measure and report hedge ineffectiveness and generally requires the entire change in fair value of a hedging instrument to be presented in the same income statement line as the hedged item. Additionally, this ASU simplifies the hedge documentation and effectiveness assessment requirements under the previous guidance. ASU 2017-12 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those fiscal years, and early adoption is permitted. The changes in this ASU will be applied on a modified retrospective basis through a cumulative effect adjustment to the opening balance of retained earnings as of the initial application date. While we are continuing to assess all potential impacts of ASU 2017-12 on our consolidated financial statements, its most immediate effect will be the initial recognition of the entire change in the fair value of our interest rate swaps in other comprehensive income. Similar to our current treatment of the effective portion of a change in fair value, the ineffective portion will be reclassified into interest expense as interest payments are made on our variable rate debt. Under our current practice, the ineffective portion is initially recorded as a component of interest expense in the period of change. We have not yet selected an adoption date and do not expect the changes in the ASU will have a material impact on our consolidated financial statements. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) . The amendments of this ASU allow companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted for as derivative liabilities. A company will recognize the value of a down round feature only when it is triggered and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, and the guidance is to be applied using a full or modified retrospective approach. We are currently evaluating the impact of adopting ASU 2017-11 on our consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting , which provides clarification on when modification accounting should be used for changes to the terms or conditions of a share-based payment award. This ASU does not change the accounting for modifications but clarifies that modification accounting guidance should only be applied if there is a change to the fair value, vesting conditions, or award classification (as equity or liability) and would not be required if the changes are considered non-substantive. The changes in ASU 2017-09 are required to be implemented on a prospective basis and are applicable for annual reporting periods beginning after December 15, 2017, including interim periods therein. Early application is permitted. We will adopt ASU 2017-09 effective January 1, 2018, and do not expect the adoption will have a significant impact on our consolidated financial statements. 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 (a "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 the threshold 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 plan to adopt the changes contained in ASU 2017-01 effective January 1, 2018 and, as required by the ASU, will apply the new guidance on a prospective basis. We do not expect this ASU will have a significant impact on our classification of businesses and complementary technologies acquired. 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. We will adopt ASU 2016-18 effective January 1, 2018. After adoption, changes in customer deposits held in restricted accounts will result in an increase or reduction in our cash flows from operating activities. Under current rules, such changes are largely offset by the corresponding change in restricted cash and have a minimal impact on our statement of cash flows. 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 consolidated financial statements. On February 25, 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . The new guidance requires lessees to recognize the assets and liabilities arising from all leases, with a lease term of more than 12 months, including those classified as operating leases under previous accounting guidance, on the balance sheet. It also requires disclosure of key information about leasing arrangements to increase transparency and comparability among organizations. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018, early adoption is permitted. We expect to adopt this ASU on January 1, 2019. 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 formed a team to identify and analyze our existing lease agreements and are in the process of implementing changes to our systems, processes, disclosures and internal controls in conjunction with such review. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . ASU 2014-09, as amended by certain supplementary ASU’s released in 2016, will replace all current GAAP guidance on this topic and eliminate all industry-specific guidance. 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. In doing so, companies will need to use more judgment and make more estimates than under current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price, and allocating the transaction price to each separate performance obligation. In August 2015, the FASB issued ASU 2015-14, Topic 606 - Deferral of Effective Date . ASU 2015-14 permitted public business entities to defer the adoption of ASU 2014-09 until interim and annual reporting periods beginning after December 15, 2017. We will adopt ASU 2014-09 in the first quarter of 2018 on a modified retrospective basis. Under this method of adoption, we will recognize the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings in the period of initial adoption. Comparative prior year periods will not be adjusted. Based on our analysis, commissions paid to our direct sales force will qualify as incremental costs of obtaining a contract and will be capitalized and subsequently amortized over the customer benefit period. In addition, certain client accommodations currently recognized in the period granted instead will be estimated and will reduce the amount of revenue recognized as related performance obligations are satisfied. Finally, our allocation of contract transaction prices will result in slightly more contract value allocated to implementation and consulting services. The changes noted above will not result in material changes to our annual revenues. The standard requires new revenue disclosures in our consolidated financial statements relating to, among other items, the disaggregation of revenue and contract backlog. We have developed expanded disclosures to meet the new requirements. We have also identified and designed additional controls and updated our accounting policies to support our implementation and ongoing compliance with the new standard. |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016 : December 31, 2017 2016 (in thousands) Leasehold improvements $ 59,179 $ 51,242 Data processing and communications equipment 83,922 76,773 Furniture, fixtures, and other equipment 28,752 26,513 Software 107,924 86,983 Property, equipment, and software, gross 279,777 241,511 Less: Accumulated depreciation and amortization (131,349 ) (111,083 ) Property, equipment, and software, net $ 148,428 $ 130,428 |
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 - 7 years Client relationships 3 - 10 years Vendor relationships 7 years Trade names 1 - 7 years Non-competition agreements 5 - 10 years |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following at December 31, 2017 and 2016 : December 31, 2017 2016 (in thousands) Accrued compensation, payroll taxes, and benefits $ 25,677 $ 21,161 Sales tax obligations 4,930 4,625 Current portion of liabilities related to acquisitions 34,430 13,084 Lease-related liabilities 2,288 1,605 Other current liabilities 12,054 9,989 Total accrued expenses and other current liabilities $ 79,379 $ 50,464 |
Other Long-Term Liabilities | Other long-term liabilities consisted of the following at December 31, 2017 and 2016 : December 31, 2017 2016 (in thousands) Accrued lease liability $ 27,760 $ 28,086 Liabilities related to acquisitions 13,000 1,607 Other long-term liabilities 753 150 Total other long-term liabilities $ 41,513 $ 29,843 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Allocated Purchase Price Table | The allocation of each purchase price was 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 The allocation of each purchase price was as follows: NWP AssetEye eSupply (in thousands) Restricted cash $ 4,960 $ — $ — Accounts receivable 7,902 90 287 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 3,194 Deferred tax assets, net 11,173 — — Other assets, net of other liabilities 3,065 8 53 Accounts payable and accrued liabilities (6,962 ) — (44 ) 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 $ 7,046 The preliminary allocation of each purchase price, including the effects of measurement period adjustments recorded as of December 31, 2017 , was as follows: Axiometrics AUM On-Site PEX LRO (in thousands) Restricted cash $ — $ 5,954 $ 3,458 $ — $ — Accounts receivable 1,620 2,409 4,718 174 4,425 Property, equipment, and software 400 319 789 8 1,507 Intangible assets: Developed product technologies 15,500 10,800 16,960 2,360 42,000 Client relationships 6,830 7,470 41,360 600 49,000 Trade names 3,200 208 7,000 210 666 Non-compete agreements — 3,920 — — Goodwill 54,190 45,929 184,534 3,172 203,254 Other assets 273 828 826 78 475 Accounts payable and accrued liabilities (367 ) (2,150 ) (952 ) (242 ) (533 ) Client deposits held in restricted accounts — (5,954 ) (3,458 ) — — Deferred revenue (7,115 ) (321 ) (565 ) (221 ) (871 ) Other long-term liabilities (774 ) — — — — Deferred tax liability — — (1,240 ) (108 ) — Total purchase price $ 73,757 $ 69,412 $ 253,430 $ 6,031 $ 299,923 |
Pro Forma Financial Information | The following table presents unaudited pro forma results of operations for the years ended December 31, 2017 and 2016 , as if the aforementioned acquisitions had occurred at the beginning of 2016 . The pro forma information includes the business combination accounting effects resulting from these acquisitions, including interest expense, tax benefit, and additional amortization resulting from the valuation of amortizable intangible assets. 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 2016 , or of future results. Year Ended December 31, 2017 Pro Forma 2016 Pro Forma (in thousands, except per share amounts) (unaudited) Total revenue $ 763,534 $ 703,654 Net loss $ (5,254 ) $ (16,570 ) Net loss per share: Basic and Diluted $ (0.07 ) $ (0.22 ) |
Accounts Receivable and Other C
Accounts Receivable and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable consisted of the following at December 31, 2017 and 2016 : December 31, 2017 2016 (in thousands) Trade receivables from clients $ 115,354 $ 82,094 Insurance commissions receivable 13,102 12,741 Accounts receivable, gross 128,456 94,835 Less: Allowance for doubtful accounts (3,951 ) (2,468 ) Accounts receivable, net $ 124,505 $ 92,367 |
Property, Equipment and Softw33
Property, Equipment and Software (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016 : December 31, 2017 2016 (in thousands) Leasehold improvements $ 59,179 $ 51,242 Data processing and communications equipment 83,922 76,773 Furniture, fixtures, and other equipment 28,752 26,513 Software 107,924 86,983 Property, equipment, and software, gross 279,777 241,511 Less: Accumulated depreciation and amortization (131,349 ) (111,083 ) Property, equipment, and software, net $ 148,428 $ 130,428 |
Goodwill and Other Intangible34
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016 , were as follows, in thousands: Balance at January 1, 2016 $ 220,097 Goodwill acquired 39,890 Other (49 ) Balance at December 31, 2016 259,938 Goodwill acquired 491,079 Other 35 Balance at December 31, 2017 $ 751,052 |
Other Intangible Assets | Changes in identified intangible assets during the years ended December 31, 2017 and 2016 were as follows: December 31, 2016 Additions Dispositions Impairments Transfers / Other December 31, 2017 (in thousands) Finite-lived intangible assets: Developed technologies $ 75,924 $ 92,271 $ — $ — $ 618 $ 168,813 Client relationships 108,468 105,260 — — — 213,728 Vendor relationships 5,650 — — — — 5,650 Trade names 5,899 11,284 — — 373 17,556 Total finite-lived intangible assets 195,941 208,815 — — 991 405,747 Less: Accumulated amortization (133,467 ) (31,892 ) — — (188 ) (165,547 ) Indefinite-lived intangible assets: Trade names 12,502 — — — (365 ) 12,137 Intangible assets, net $ 74,976 $ 176,923 $ — $ — $ 438 $ 252,337 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 |
Estimated Amortization of Intangible Assets | The following table sets forth the estimated amortization of intangible assets for the years ending December 31, in thousands: 2018 $ 52,059 2019 47,118 2020 37,998 2021 31,941 2022 23,164 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Principal outstanding, and unamortized debt issuance costs for the Term Loans, were as follows at December 31, 2017 and 2016 : December 31, 2017 December 31, 2016 Term Loan Delayed Draw Term Loan Revolving Facility Term Loan Revolving Facility (in thousands) Principal outstanding $ 120,356 $ 198,750 $ 50,000 $ 122,657 $ — Unamortized issuance costs (233 ) (821 ) — (295 ) — Unamortized discount (185 ) (490 ) — (236 ) — Carrying value $ 119,938 $ 197,439 $ 50,000 $ 122,126 $ — |
Schedule of Maturities of Long-term Debt | Future maturities of principal under the Term Loans are as follows for the years ending December 31, in thousands: Term Loans 2018 $ 14,116 2019 16,133 2020 28,232 2021 32,266 Thereafter 228,359 $ 319,106 |
Schedule of Convertible Debt | The net carrying amount of the Convertible Notes at December 31, 2017 , was as follows, in thousands: Liability component: Principal amount $ 345,000 Unamortized discount (56,557 ) Unamortized debt issuance costs (7,244 ) $ 281,199 Equity component, net of issuance costs and deferred tax: $ 61,390 The following table sets forth total interest expense related to the Convertible Notes for the year ended December 31, 2017 , in thousands: Contractual interest expense $ 3,119 Amortization of debt discount 5,991 Amortization of debt issuance costs 766 $ 9,876 Effective interest rate of the liability component 5.87 % |
Stock-based Expense (Tables)
Stock-based Expense (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 Balance as of January 1, 2015 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 Exercised (1,344,569 ) 5.04 – 29.50 20.09 Forfeited/cancelled (61,892 ) 15.19 – 25.70 19.66 Expired (163 ) 2.55 – 2.82 2.73 Balance at December 31, 2017 2,200,465 4.28 – 29.50 19.26 |
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: 2017 2016 Options Fully Vested and Expected to Vest Options Exercisable Options Fully Vested and Expected to Vest Options Exercisable Number of options 2,200,465 1,999,278 3,606,462 2,477,474 Weighted-average remaining contractual term (in years) 5.5 5.3 6.5 5.9 Weighted-average exercise price $ 19.26 $ 19.16 $ 19.58 $ 19.24 Aggregate intrinsic value, in thousands $ 55,106 $ 50,257 $ 37,581 $ 26,659 |
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 year ended December 31, 2015 . There were no stock options awarded during the years ended December 31, 2017 and 2016 . 2015 Risk-free interest rate 1.5 % Expected option life (in years) 4.6 Expected volatility 42.3 % Weighted-average grant date fair value $ 7.42 |
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, 2015 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 Granted 1,359,578 36.25 Vested (953,749 ) 23.73 Forfeited/cancelled (283,342 ) 28.01 Non-vested shares at December 31, 2017 1,755,988 30.05 |
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 as of January 1, 2015 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 Granted 535,441 28.18 Vested (1,407,133 ) 13.69 Forfeited/cancelled (2,303 ) 13.34 Balance at December 31, 2017 690,165 22.76 |
Restricted Stock Unit Valuation Assumptions | The weighted average of assumptions used to value awards granted during 2017 , 2016 , and 2015 were as follows: 2017 2016 2015 Risk-free interest rate 1.8 % 1.1 % 1.1 % Expected volatility 31.6 % 41.5 % 38.7 % |
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, 2015 — $ — 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 — — Granted — — Non-vested shares at December 31, 2017 — — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Rental Payments for Operating Leases | Minimum annual rental commitments under non-cancellable operating leases, net of sublease income amounts, were as follows at December 31, 2017 : Minimum Lease Commitments (in thousands) 2018 $ 15,344 2019 13,798 2020 11,603 2021 10,920 2022 9,336 Thereafter 46,121 $ 107,122 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2015 (in thousands, except per share amounts) Numerator: Net income (loss) $ 377 $ 16,650 $ (9,218 ) Denominator: Basic: Weighted average shares used in computing basic net income (loss) per share: 79,433 76,854 76,689 Diluted: Weighted average shares used in computing basic net income (loss) per share: 79,433 76,854 76,689 Add weighted average effect of dilutive securities: Stock options and restricted stock 2,884 989 — Convertible Notes 81 — — Weighted average shares used in computing diluted net income (loss) per share: 82,398 77,843 76,689 Net income (loss) per share attributable to common stockholders: Basic $ 0.00 $ 0.22 $ (0.12 ) Diluted $ 0.00 $ 0.21 $ (0.12 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2015 (in thousands) Domestic $ 12,424 $ 23,817 $ (15,777 ) Foreign 2,817 3,669 2,713 Total $ 15,241 $ 27,486 $ (13,064 ) |
(Benefit) Provision for Income Taxes | Our income tax expense (benefit) consisted of the following components: Year Ended December 31, 2017 2016 2015 (in thousands) Current: Federal $ 36 $ 401 $ 162 State 578 756 797 Foreign 313 449 414 Total current income tax expense 927 1,606 1,373 Deferred: Federal 14,620 9,055 (5,075 ) State (900 ) 235 156 Foreign 217 (60 ) (300 ) Total deferred income tax expense (benefit) 13,937 9,230 (5,219 ) Total income tax expense (benefit) $ 14,864 $ 10,836 $ (3,846 ) |
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, 2017 2016 2015 (in thousands) Expense derived by applying the Federal income tax rate to income (loss) before income taxes $ 5,335 $ 9,620 $ (4,572 ) State income tax, net of federal benefit 135 735 561 Foreign income tax (631 ) (922 ) (813 ) Nondeductible expenses 1,606 545 418 Fair value adjustment on stock acquisition (17 ) 150 (52 ) Stock-based expense (19,080 ) 285 209 Reduction in available Federal NOL — 255 350 Federal income tax rate reduction 25,070 — — Deemed repatriation of foreign earnings 2,211 — — Other 235 168 53 Total income tax expense (benefit) $ 14,864 $ 10,836 $ (3,846 ) |
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, 2017 2016 (in thousands) Deferred tax assets: Reserves, deferred revenue and accrued liabilities $ 16,443 $ 22,518 Stock-based expense 8,912 17,184 Net operating loss carryforwards and tax credits 42,119 16,193 Deferred tax assets before valuation allowance 67,474 55,895 Valuation allowance (517 ) — Total deferred tax assets, net of valuation allowance 66,957 55,895 Deferred tax liabilities: Property, equipment, and software (15,378 ) (25,626 ) Intangible assets (3,940 ) (10,514 ) Other (2,752 ) (4,090 ) Total deferred tax liabilities (22,070 ) (40,230 ) Net deferred tax assets $ 44,887 $ 15,665 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of valuation techniques | Significant unobservable inputs used in the contingent consideration fair value measurements included the following at December 31, 2017 and 2016 : 2017 2016 Discount rates 16.3 % 14.8 - 27.8% Volatility rates 24.0 % 29.9 % Risk free rate of return 1.6 % 0.7 % |
Schedule of assets 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, 2017 and 2016 , by the fair value hierarchy levels as described above: Fair value at December 31, 2017 Total Level 1 Level 2 Level 3 (in thousands) Assets: Interest rate swap agreements $ 1,329 $ — $ 1,329 $ — Liabilities: Contingent consideration related to the acquisition of: AssetEye 247 — — 247 Axiometrics 167 — — 167 Total liabilities measured at fair value $ 414 $ — $ — $ 414 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 |
Schedule of liabilities measured on recurring basis | The following tables disclose the assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 and 2016 , by the fair value hierarchy levels as described above: Fair value at December 31, 2017 Total Level 1 Level 2 Level 3 (in thousands) Assets: Interest rate swap agreements $ 1,329 $ — $ 1,329 $ — Liabilities: Contingent consideration related to the acquisition of: AssetEye 247 — — 247 Axiometrics 167 — — 167 Total liabilities measured at fair value $ 414 $ — $ — $ 414 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 |
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, 2017 and 2016 , in thousands: Balance at January 1, 2016 $ 841 Initial contingent consideration 245 Net gain on change in fair value (545 ) Balance at December 31, 2016 541 Initial contingent consideration 812 Net gain on change in fair value (939 ) Balance at December 31, 2017 $ 414 |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The fair value and carrying value of the Revolving Facility, Term Loans, and Convertible Notes were as follows at December 31, 2017 and 2016 : December 31, 2017 December 31, 2016 Fair Value Carrying Value Fair Value Carrying Value (in thousands) Revolving Facility $ 49,427 $ 50,000 $ — $ — Term Loans 303,806 317,377 122,532 122,126 Convertible Notes 430,301 281,199 — — |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of Repurchase Agreements | Repurchase activity during the years ended December 31, 2016 and 2015 is detailed in the table below. No shares were acquired under the repurchase program during the year ended December 31, 2017 . Year Ended December 31, 2016 2015 Number of shares repurchased 1,012,823 1,798,199 Weighted-average cost per share $ 20.98 $ 19.51 Total cost of shares repurchased, in thousands $ 21,244 $ 35,083 |
Derivative Financial Instrume42
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 values of the Swap Agreements as well as their classification on the Consolidated Balance Sheets as of December 31, 2017 and 2016 : Balance Sheet Location Notional Fair Value (in thousands) Derivatives designated as cash flow hedging instruments: Swap agreements as of December 31, 2017 Other assets $ 75,000 $ 1,329 Swap agreements as of December 31, 2016 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 for the fiscal years ended December 31, 2017 and 2016 : Effective Portion Ineffective Portion Derivatives Designated as Cash Flow Hedges Gain (Loss) Recognized in OCI Location of Gain (Loss) Recognized in Income Gain (Loss) Recognized in Income Location of Gain (Loss) Recognized in Income Gain (Loss) Recognized in Income (in thousands) Year Ended December 31, 2017: Swap agreements, net of tax $ 318 Interest expense and other $ (77 ) Interest expense and other $ (54 ) Year Ended December 31, 2016: Swap agreements, net of tax $ 400 Interest expense and other $ 136 Interest expense and other $ 152 |
Comprehensive Income (Loss) (Ta
Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of Accumulated Other 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, 2017 , 2016 , and 2015 : Foreign Currency Swap Agreements Total (in thousands) Balance as of January 1, 2015 $ (209 ) $ — $ (209 ) Other comprehensive loss, net (337 ) — (337 ) Balance at December 31, 2015 (546 ) — (546 ) Other comprehensive (loss) income, net (43 ) 720 677 Reclassification into earnings — 226 226 Income tax provision — (410 ) (410 ) Balance at December 31, 2016 (589 ) 536 (53 ) Other comprehensive income, net 55 427 482 Reclassification into earnings — (141 ) (141 ) Income tax provision — (45 ) (45 ) Balance at December 31, 2017 $ (534 ) $ 777 $ 243 |
Selected Quarterly Financial 44
Selected Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data | The following is unaudited quarterly financial information for the years ended December 31, 2017 and 2016 (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 $ 180,104 $ 161,578 $ 154,727 $ 146,213 $ 141,627 $ 140,883 $ 136,610 $ 123,411 On premise 662 648 659 675 695 682 687 772 Professional and other 6,914 6,832 5,920 6,031 6,749 6,390 5,422 4,200 Total revenue 187,680 169,058 161,306 152,919 149,071 147,955 142,719 128,383 Gross profit 114,167 99,710 93,762 89,877 87,707 83,844 80,641 73,635 Net (loss) income (20,865 ) 6,834 6,213 8,195 7,361 4,210 2,083 2,996 Net (loss) income per share attributable to common stockholders Basic $ (0.26 ) $ 0.09 $ 0.08 $ 0.10 $ 0.09 $ 0.05 $ 0.03 $ 0.04 Diluted (0.26 ) 0.08 0.08 0.10 0.09 0.05 0.03 0.04 |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($)Entity | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Schedule Of Significant Accounting Policies [Line Items] | |||
Bed debt expense | $ 3,200 | $ 2,400 | $ 2,000 |
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 | $ 22,800 | 19,400 | $ 16,300 |
Cumulative effect of adoption of ASU 2016-09 | 43,843 | ||
Deferred tax assets valuation allowance | $ 517 | 0 | |
Leasehold improvements | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Property plant and equipment, useful life (in years) | 12 years | ||
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 | $ 140,000 | 125,300 | |
International Subsidiaries | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Net long-lived assets | $ 8,400 | $ 5,100 | |
Revenues | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Percentage of revenues | 6.20% | 5.70% | 4.60% |
Accounting Standards Update 2016-09, Excess Tax Benefit Component | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Deferred tax assets valuation allowance | $ 300 | ||
Accumulated Deficit | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Cumulative effect of adoption of ASU 2016-09 | 43,837 | ||
Accumulated Deficit | Accounting Standards Update 2016-09, Excess Tax Benefit Component | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Cumulative effect of adoption of ASU 2016-09 | $ 43,800 |
Summary of Significant Accoun46
Summary of Significant Accounting Policies - Estimated Useful Lives of Property, Equipment and Software (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
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 9 months 18 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 |
Summary of Significant Accoun47
Summary of Significant Accounting Policies - Estimated Useful Lives of Finite Lived Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2017 | |
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 | 7 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 | |
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 |
Non-competition agreements | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of finite-lived intangible asset | 5 years |
Non-competition agreements | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of finite-lived intangible asset | 10 years |
Summary of Significant Accoun48
Summary of Significant Accounting Policies - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||
Accrued compensation, payroll taxes, and benefits | $ 25,677 | $ 21,161 |
Sales tax obligations | 4,930 | 4,625 |
Current portion of liabilities related to acquisitions | 34,430 | 13,084 |
Lease-related liabilities | 2,288 | 1,605 |
Other current liabilities | 12,054 | 9,989 |
Total accrued expenses and other current liabilities | $ 79,379 | $ 50,464 |
Summary of Significant Accoun49
Summary of Significant Accounting Policies - Other Long Term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||
Accrued lease liability | $ 27,760 | $ 28,086 |
Liabilities related to acquisitions | 13,000 | 1,607 |
Other long-term liabilities | 753 | 150 |
Total other long-term liabilities | $ 41,513 | $ 29,843 |
Acquisitions - Current Acquisit
Acquisitions - Current Acquisition Activity (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Oct. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Feb. 28, 2017 | Jan. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||||||||||
Liabilities related to acquisitions | $ 13,000 | $ 13,000 | $ 13,000 | $ 1,607 | ||||||
Goodwill | 751,052 | 751,052 | 751,052 | 259,938 | $ 220,097 | |||||
Gain (loss) due to changes in contingent cash payments | 684 | $ (877) | $ (3,268) | |||||||
LRO | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase price | $ 299,900 | |||||||||
Cash paid | 298,000 | |||||||||
Deferred cash payment amount | 1,600 | |||||||||
Deferred cash payment, fair value | 1,500 | |||||||||
Liabilities related to acquisitions | 400 | |||||||||
Goodwill | 203,300 | 203,254 | 203,254 | 203,254 | ||||||
Acquired receivables, gross contractual amount | 4,600 | |||||||||
Acquired receivables, estimated uncollectible | (200) | |||||||||
Direct acquisition costs | $ 13,800 | |||||||||
PEX | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase price | $ 6,000 | |||||||||
Cash paid | 5,100 | |||||||||
Deferred cash payment amount | 1,000 | |||||||||
Deferred cash payment, fair value | 900 | |||||||||
Goodwill | 3,200 | 3,172 | 3,172 | 3,172 | ||||||
Direct acquisition costs | 400 | |||||||||
Cash acquired from acquisition | $ 100 | |||||||||
Length of time after acquisition date of deferred cash payment to be made | 24 months | |||||||||
On-Site | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase price | $ 253,400 | |||||||||
Cash paid | 225,300 | |||||||||
Deferred cash payment amount | 29,600 | |||||||||
Deferred cash payment, fair value | 28,100 | |||||||||
Goodwill | 184,500 | 184,534 | 184,534 | 184,534 | ||||||
Acquired receivables, gross contractual amount | 5,600 | |||||||||
Acquired receivables, estimated uncollectible | (900) | |||||||||
Direct acquisition costs | 1,800 | |||||||||
Cash acquired from acquisition | $ 1,700 | |||||||||
Length of time after acquisition date of deferred cash payment to be made | 36 months | |||||||||
Deferred cash payment period | 12 months | |||||||||
Goodwill purchase accounting adjustments | 600 | |||||||||
Adjustment to intangibles | 25,100 | |||||||||
Adjustment to property, plant, and equipment | (3,700) | |||||||||
Adjustment to accounts receivable | (900) | |||||||||
AUM | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase price | $ 69,400 | |||||||||
Cash paid | 64,800 | |||||||||
Deferred cash payment amount | 5,100 | |||||||||
Deferred cash payment, fair value | 4,600 | |||||||||
Goodwill | 45,900 | 45,929 | 45,929 | 45,929 | ||||||
Acquired receivables, gross contractual amount | 2,400 | |||||||||
Acquired receivables, estimated uncollectible | (300) | |||||||||
Direct acquisition costs | 300 | |||||||||
Cash acquired from acquisition | $ 100 | |||||||||
Deferred cash payment period | 4 years | |||||||||
Goodwill purchase accounting adjustments | (21,800) | |||||||||
Adjustment to accounts payable and accrued liabilities | (500) | |||||||||
Adjustment to customer deposits held in restricted accounts | 1,700 | |||||||||
Adjustment to restricted cash | (1,700) | |||||||||
Axiometrics | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase price | $ 73,800 | |||||||||
Cash paid | 66,100 | |||||||||
Deferred cash payment amount | 7,500 | |||||||||
Deferred cash payment, fair value | 6,900 | |||||||||
Goodwill | 54,200 | 54,190 | 54,190 | 54,190 | ||||||
Direct acquisition costs | $ 300 | |||||||||
Deferred cash payment period | 2 years | |||||||||
Goodwill purchase accounting adjustments | 1,300 | |||||||||
Liability for the estimated cash payment | $ 5,000 | |||||||||
Contingent cash payment fair value | $ 800 | |||||||||
Adjustment to deferred revenue | 400 | |||||||||
Adjustment to accounts payable and accrued liabilities | (900) | |||||||||
2017 Acquisitions | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Liability for the estimated cash payment | 200 | 200 | 200 | |||||||
Aggregate deferred cash obligation | 44,800 | 44,800 | 44,800 | |||||||
Deferred cash obligation discount and indemnification obligations | $ 2,300 | $ 2,300 | 2,300 | |||||||
Gain (loss) due to changes in contingent cash payments | $ (600) | |||||||||
Trade names | LRO | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortized useful life of acquired intangible assets | 2 years | |||||||||
Trade names | PEX | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortized useful life of acquired intangible assets | 6 years | |||||||||
Trade names | On-Site | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortized useful life of acquired intangible assets | 2 years | |||||||||
Trade names | AUM | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortized useful life of acquired intangible assets | 2 years | |||||||||
Trade names | Axiometrics | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortized useful life of acquired intangible assets | 3 years | |||||||||
Developed product technologies | LRO | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortized useful life of acquired intangible assets | 7 years | |||||||||
Developed product technologies | PEX | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortized useful life of acquired intangible assets | 7 years | |||||||||
Developed product technologies | On-Site | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortized useful life of acquired intangible assets | 5 years | |||||||||
Developed product technologies | AUM | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortized useful life of acquired intangible assets | 3 years | |||||||||
Developed product technologies | Axiometrics | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortized useful life of acquired intangible assets | 5 years | |||||||||
Non-competition agreements | AUM | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortized useful life of acquired intangible assets | 5 years | |||||||||
Client relationships | LRO | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortized useful life of acquired intangible assets | 10 years | |||||||||
Client relationships | PEX | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortized useful life of acquired intangible assets | 9 years | |||||||||
Client relationships | On-Site | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortized useful life of acquired intangible assets | 10 years | |||||||||
Client relationships | AUM | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortized useful life of acquired intangible assets | 10 years | |||||||||
Client relationships | Axiometrics | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortized useful life of acquired intangible assets | 10 years | |||||||||
Hart-Scott-Rodino Antitrust Improvements Act Review Process | LRO | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Direct acquisition costs | $ 10,700 |
Acquisitions - Allocated Purcha
Acquisitions - Allocated Purchase Price Table (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Oct. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Feb. 28, 2017 | Jan. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | May 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||||||||
Goodwill | $ 751,052 | $ 259,938 | $ 220,097 | ||||||||
Axiometrics | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Restricted cash | 0 | ||||||||||
Accounts receivable | 1,620 | ||||||||||
Property, equipment, and software | 400 | ||||||||||
Goodwill | 54,190 | $ 54,200 | |||||||||
Other assets | 273 | ||||||||||
Accounts payable and accrued liabilities | (367) | ||||||||||
Client deposits held in restricted accounts | 0 | ||||||||||
Deferred revenue | (7,115) | ||||||||||
Deferred tax liabilities, net | 0 | ||||||||||
Other long-term liabilities | (774) | ||||||||||
Total purchase price | 73,757 | ||||||||||
Axiometrics | Non-competition agreements | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets: | 0 | ||||||||||
Axiometrics | Developed product technologies | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets: | 15,500 | ||||||||||
Axiometrics | Client relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets: | 6,830 | ||||||||||
Axiometrics | Trade names | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets: | 3,200 | ||||||||||
AUM | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Restricted cash | 5,954 | ||||||||||
Accounts receivable | 2,409 | ||||||||||
Property, equipment, and software | 319 | ||||||||||
Goodwill | 45,929 | $ 45,900 | |||||||||
Other assets | 828 | ||||||||||
Accounts payable and accrued liabilities | (2,150) | ||||||||||
Client deposits held in restricted accounts | (5,954) | ||||||||||
Deferred revenue | (321) | ||||||||||
Deferred tax liabilities, net | 0 | ||||||||||
Other long-term liabilities | 0 | ||||||||||
Total purchase price | 69,412 | ||||||||||
AUM | Non-competition agreements | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets: | 3,920 | ||||||||||
AUM | Developed product technologies | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets: | 10,800 | ||||||||||
AUM | Client relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets: | 7,470 | ||||||||||
AUM | Trade names | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets: | 208 | ||||||||||
On-Site | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Restricted cash | 3,458 | ||||||||||
Accounts receivable | 4,718 | ||||||||||
Property, equipment, and software | 789 | ||||||||||
Goodwill | 184,534 | $ 184,500 | |||||||||
Other assets | 826 | ||||||||||
Accounts payable and accrued liabilities | (952) | ||||||||||
Client deposits held in restricted accounts | (3,458) | ||||||||||
Deferred revenue | (565) | ||||||||||
Deferred tax liabilities, net | (1,240) | ||||||||||
Other long-term liabilities | 0 | ||||||||||
Total purchase price | 253,430 | ||||||||||
On-Site | Non-competition agreements | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets: | 0 | ||||||||||
On-Site | Developed product technologies | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets: | 16,960 | ||||||||||
On-Site | Client relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets: | 41,360 | ||||||||||
On-Site | Trade names | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets: | 7,000 | ||||||||||
PEX | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Restricted cash | 0 | ||||||||||
Accounts receivable | 174 | ||||||||||
Property, equipment, and software | 8 | ||||||||||
Goodwill | 3,172 | $ 3,200 | |||||||||
Other assets | 78 | ||||||||||
Accounts payable and accrued liabilities | (242) | ||||||||||
Client deposits held in restricted accounts | 0 | ||||||||||
Deferred revenue | (221) | ||||||||||
Deferred tax liabilities, net | (108) | ||||||||||
Other long-term liabilities | 0 | ||||||||||
Total purchase price | 6,031 | ||||||||||
PEX | Non-competition agreements | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets: | 0 | ||||||||||
PEX | Developed product technologies | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets: | 2,360 | ||||||||||
PEX | Client relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets: | 600 | ||||||||||
PEX | Trade names | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets: | 210 | ||||||||||
LRO | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Restricted cash | 0 | ||||||||||
Accounts receivable | 4,425 | ||||||||||
Property, equipment, and software | 1,507 | ||||||||||
Goodwill | 203,254 | $ 203,300 | |||||||||
Other assets | 475 | ||||||||||
Accounts payable and accrued liabilities | (533) | ||||||||||
Client deposits held in restricted accounts | 0 | ||||||||||
Deferred revenue | (871) | ||||||||||
Deferred tax liabilities, net | 0 | ||||||||||
Other long-term liabilities | 0 | ||||||||||
Total purchase price | 299,923 | ||||||||||
LRO | Developed product technologies | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets: | 42,000 | ||||||||||
LRO | Client relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets: | 49,000 | ||||||||||
LRO | Trade names | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets: | 666 | ||||||||||
NWP | |||||||||||
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 | Developed product technologies | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets: | 2,740 | ||||||||||
NWP | Client relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets: | 12,900 | ||||||||||
NWP | Trade names | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets: | 709 | ||||||||||
AssetEye | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Restricted cash | 0 | ||||||||||
Accounts receivable | 90 | ||||||||||
Property, equipment, and software | 0 | ||||||||||
Goodwill | 3,154 | $ 3,200 | |||||||||
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 | Developed product technologies | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets: | 1,638 | ||||||||||
AssetEye | Client relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets: | 1,041 | ||||||||||
AssetEye | Trade names | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets: | 6 | ||||||||||
eSupply | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Restricted cash | 0 | ||||||||||
Accounts receivable | 287 | ||||||||||
Property, equipment, and software | 0 | ||||||||||
Goodwill | 3,194 | $ 3,200 | |||||||||
Deferred tax assets, net | 0 | ||||||||||
Other assets, net of other liabilities | 53 | ||||||||||
Accounts payable and accrued liabilities | (44) | ||||||||||
Client deposits held in restricted accounts | 0 | ||||||||||
Deferred revenue | (29) | ||||||||||
Deferred tax liabilities, net | 0 | ||||||||||
Total purchase price | 7,046 | ||||||||||
eSupply | Developed product technologies | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets: | 2,160 | ||||||||||
eSupply | Client relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets: | 1,390 | ||||||||||
eSupply | 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 |
Acquisitions - 2016 Acquisition
Acquisitions - 2016 Acquisitions (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 30, 2016 | May 31, 2016 | Mar. 31, 2016 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 751,052,000 | $ 259,938,000 | $ 220,097,000 | ||||
Payments of acquisition-related consideration | 8,491,000 | 5,684,000 | 3,685,000 | ||||
Deferred tax asset related to net operating loss carryforwards | 42,119,000 | 16,193,000 | |||||
Gain (loss) due to changes in contingent cash payments | 684,000 | (877,000) | $ (3,268,000) | ||||
eSupply | |||||||
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 | $ 3,200,000 | 3,194,000 | |||||
Deferred tax assets, net | 0 | ||||||
AssetEye | |||||||
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 | 3,200,000 | 3,154,000 | |||||
Cash acquired from acquisition | 800,000 | ||||||
Liability for the estimated cash payment | 1,000,000 | ||||||
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 | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 68,200,000 | ||||||
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 | $ 6,000,000 | ||||||
Goodwill | 35,300,000 | 33,520,000 | |||||
Cash acquired from acquisition | 100,000 | ||||||
Other consideration transferred | 3,200,000 | ||||||
Payments of acquisition-related consideration | 1,000,000 | ||||||
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 | |||||
Direct acquisition costs | 300,000 | ||||||
Indemnification asset | $ 1,200,000 | ||||||
Adjustment to indemnification asset | 900,000 | ||||||
Goodwill, period increase (decrease) | (1,800,000) | ||||||
Change in deferred cash obligation | (800,000) | ||||||
Payments due to certain employees and former shareholders | 100,000 | ||||||
2016 Acquisitions | |||||||
Business Acquisition [Line Items] | |||||||
Deferred cash payment amount | 1,800,000 | 100,000 | |||||
Liability for the estimated cash payment | 200,000 | 500,000 | |||||
Aggregate deferred cash obligation | 6,900,000 | 8,700,000 | |||||
Deferred cash obligation discount | (2,600,000) | (1,200,000) | |||||
Gain (loss) due to changes in contingent cash payments | $ 300,000 | 300,000 | |||||
Payments due to certain employees and former shareholders | $ 3,300,000 | ||||||
Developed product technologies | eSupply | |||||||
Business Acquisition [Line Items] | |||||||
Amortized useful life of acquired intangible assets | 3 years | ||||||
Intangible assets | 2,160,000 | ||||||
Developed product technologies | AssetEye | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 1,638,000 | ||||||
Developed product technologies | NWP | |||||||
Business Acquisition [Line Items] | |||||||
Amortized useful life of acquired intangible assets | 5 years | ||||||
Intangible assets | 2,740,000 | ||||||
Client relationships | eSupply | |||||||
Business Acquisition [Line Items] | |||||||
Amortized useful life of acquired intangible assets | 10 years | ||||||
Intangible assets | 1,390,000 | ||||||
Client relationships | AssetEye | |||||||
Business Acquisition [Line Items] | |||||||
Amortized useful life of acquired intangible assets | 10 years | ||||||
Intangible assets | 1,041,000 | ||||||
Client relationships | NWP | |||||||
Business Acquisition [Line Items] | |||||||
Amortized useful life of acquired intangible assets | 10 years | ||||||
Intangible assets | 12,900,000 | ||||||
Trade names | eSupply | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 35,000 | ||||||
Trade names | AssetEye | |||||||
Business Acquisition [Line Items] | |||||||
Amortized useful life of acquired intangible assets | 5 years | ||||||
Intangible assets | 6,000 | ||||||
Trade names | NWP | |||||||
Business Acquisition [Line Items] | |||||||
Amortized useful life of acquired intangible assets | 3 years | ||||||
Intangible assets | 709,000 | ||||||
Federal and State Jurisdictions | NWP | |||||||
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 | NWP | |||||||
Business Acquisition [Line Items] | |||||||
Adjustment to deferred taxes | $ 1,000,000 |
Acquisitions - 2015 Acquisition
Acquisitions - 2015 Acquisitions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||||
Gain (loss) due to changes in contingent cash payments | $ 684,000 | $ (877,000) | $ (3,268,000) | |
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 | |||
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 | |||
2015 Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Deferred cash payment amount | 2,400,000 | 2,400,000 | ||
Liability for the estimated cash payment | 0 | |||
Aggregate deferred cash obligation | 2,500,000 | |||
Deferred cash obligation discount | (100,000) | |||
Gain (loss) due to changes in contingent cash payments | $ (700,000) | $ 800,000 | ||
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 | |||
Trade names | Indatus | ||||
Business Acquisition [Line Items] | ||||
Amortized useful life of acquired intangible assets | 1 year | |||
Client relationships | Indatus | ||||
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 - Acquisitions Pri
Acquisitions - Acquisitions Prior to 2015 (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | |||
Gain (loss) due to changes in contingent cash payments | $ 684,000 | $ (877,000) | $ (3,268,000) |
Acquisitions Prior to 2015 | |||
Business Acquisition [Line Items] | |||
Deferred cash obligation | 100,000 | 4,100,000 | |
Paid deferred cash obligations | 4,000,000 | 3,400,000 | |
Liability for the estimated cash payment | $ 0 | ||
Paid contingent cash obligations | $ 0 |
Acquisitions - Pro Forma Financ
Acquisitions - Pro Forma Financial Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Business Combinations [Abstract] | ||
Total revenue | $ 763,534 | $ 703,654 |
Net loss | $ (5,254) | $ (16,570) |
Net (loss) income per share attributable to common stockholders | ||
Basic and diluted net income (in dollars per share) | $ (0.07) | $ (0.22) |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 128,456 | $ 94,835 |
Less: Allowance for doubtful accounts | (3,951) | (2,468) |
Accounts receivable, net | 124,505 | 92,367 |
Trade receivables from clients | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 115,354 | 82,094 |
Insurance commissions receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 13,102 | $ 12,741 |
Property, Equipment and Softw57
Property, Equipment and Software - Components of Property, Equipment and Software (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | $ 279,777 | $ 241,511 |
Less: Accumulated depreciation and amortization | (131,349) | (111,083) |
Property, equipment, and software, net | 148,428 | 130,428 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | 59,179 | 51,242 |
Data processing and communications equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | 83,922 | 76,773 |
Furniture, fixtures, and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | 28,752 | 26,513 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | $ 107,924 | $ 86,983 |
Property, Equipment and Softw58
Property, Equipment and Software - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense for property, equipment and software | $ 27,200,000 | $ 24,500,000 | $ 20,600,000 |
Carrying amount of capitalized development costs | 73,400,000 | 55,400,000 | |
Accumulated amortization | (27,800,000) | (19,800,000) | |
Capitalization of software development costs | 18,000,000 | 13,700,000 | 10,500,000 |
Loss on disposal of software in development | (524,000) | (497,000) | (3,070,000) |
Capitalized Computer Software, Impairments | 0 | 0 | |
Impairment of Leasehold | 0 | 0 | |
Disposal of fixed assets | 500,000 | 600,000 | 1,300,000 |
Loss on disposal of fixed assets | 500,000 | 600,000 | (200,000) |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense for property, equipment and software | $ 8,000,000 | $ 5,800,000 | 3,300,000 |
Weighted-average useful life (in years) | 4 years 9 months 18 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] | |||
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 Intangible59
Goodwill and Other Intangible Assets - Change in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 259,938 | $ 220,097 |
Goodwill acquired | 491,079 | 39,890 |
Other | 35 | (49) |
Ending balance | $ 751,052 | $ 259,938 |
Goodwill and Other Intangible60
Goodwill and Other Intangible Assets - Other Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-lived Intangible Assets [Roll Forward] | |||
Finite-lived intangible assets, beginning balance | $ 195,941 | $ 176,701 | |
Additions | 208,815 | 22,619 | |
Dispositions | 0 | (3,386) | |
Transfers / Other | 991 | 7 | |
Finite-lived intangible assets, ending balance | $ 195,941 | 405,747 | 195,941 |
Finite-lived Intangible Assets, Accumulated Amortization [Roll Forward] | |||
Accumulated Amortization, beginning balance | (133,467) | (110,882) | |
Additions | (31,892) | (24,489) | |
Dispositions | 0 | 1,904 | |
Transfers / Other | (188) | ||
Accumulated Amortization, ending balance | (133,467) | (165,547) | (133,467) |
Indefinite-lived Intangible Assets [Roll Forward] | |||
Dispositions | (3,700) | 0 | (3,694) |
Impairments | 0 | (750) | |
Intangible Assets, Net [Roll Forward] | |||
Intangible assets, net, beginning balance | 74,976 | 81,280 | |
Additions | 176,923 | (1,870) | |
Transfers / Other | 438 | 10 | |
Intangible assets, net, ending balance | 74,976 | 252,337 | 74,976 |
Developed product technologies | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Finite-lived intangible assets, beginning balance | 75,924 | 69,379 | |
Additions | 92,271 | 6,538 | |
Dispositions | 0 | 0 | |
Transfers / Other | 618 | 7 | |
Finite-lived intangible assets, ending balance | 75,924 | 168,813 | 75,924 |
Client relationships | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Finite-lived intangible assets, beginning balance | 108,468 | 96,523 | |
Additions | 105,260 | 15,331 | |
Dispositions | 0 | (3,386) | |
Finite-lived intangible assets, ending balance | 108,468 | 213,728 | 108,468 |
Vendor relationships | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Finite-lived intangible assets, beginning balance | 5,650 | 5,650 | |
Dispositions | 0 | 0 | |
Finite-lived intangible assets, ending balance | 5,650 | 5,650 | 5,650 |
Trade names | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Finite-lived intangible assets, beginning balance | 5,899 | 5,149 | |
Additions | 11,284 | 750 | |
Dispositions | 0 | 0 | |
Transfers / Other | 373 | 0 | |
Finite-lived intangible assets, ending balance | 5,899 | 17,556 | 5,899 |
Trade names | |||
Indefinite-lived Intangible Assets [Roll Forward] | |||
Beginning balance, indefinite-lived trade names | 12,502 | 15,461 | |
Additions | 0 | 0 | |
Dispositions | 0 | (2,212) | |
Impairments | 0 | (750) | |
Transfers / Other | (365) | 3 | |
Ending balance, indefinite-lived trade names | $ 12,502 | $ 12,137 | $ 12,502 |
Goodwill and Other Intangible61
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) | Sep. 30, 2016 | Mar. 31, 2015 | Dec. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||||||||
Goodwill, impairment loss | $ 0 | $ 0 | $ 0 | |||||
Amortization of finite-lived intangible assets | 31,900,000 | 24,500,000 | 22,000,000 | |||||
Impairment of identified intangible assets | 0 | 750,000 | $ 20,801,000 | |||||
Indefinite-lived Intangible Assets, Transfers | $ 3,700,000 | 0 | 3,694,000 | |||||
Trade names | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Impairment of identified intangible assets | $ 800,000 | $ 500,000 | ||||||
Indefinite-lived Intangible Assets, Transfers | $ 0 | $ 2,212,000 | ||||||
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 Intangible62
Goodwill and Other Intangible Assets - Estimated Amortization of Intangible Assets (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,018 | $ 52,059 |
2,019 | 47,118 |
2,020 | 37,998 |
2,021 | 31,941 |
2,022 | $ 23,164 |
Debt - Line of Credit Narrativ
Debt - Line of Credit Narrative (Details) | Jun. 30, 2020USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2017USD ($) | Jun. 30, 2017USD ($) | Apr. 03, 2017 | Feb. 29, 2016USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2019 | Dec. 05, 2017USD ($) | Feb. 28, 2017USD ($) |
Line of Credit Facility [Line Items] | ||||||||||||
Consolidated net coverage ratio following permitted acquisition | 3.50 | 3.50 | ||||||||||
Interest coverage ratio | 3 | 3 | ||||||||||
Revolving Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Aggregate principal amount | $ 200,000,000 | |||||||||||
Additional borrowing capacity | $ 150,000,000 | |||||||||||
Consolidated net coverage ratio following permitted acquisition | 3.25 | |||||||||||
Letter 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 Facility | Revolving Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Funds drawn | $ 50,000,000 | $ 50,000,000 | $ 0 | |||||||||
Available credit | 150,000,000 | $ 150,000,000 | ||||||||||
Weighted average interest rate on short term debt | 3.14% | 1.75% | ||||||||||
Unamortized discount | 0 | $ 0 | $ 0 | |||||||||
Delayed Draw Term Loan | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Additional borrowing capacity | $ 200,000,000 | |||||||||||
Periodic payment | $ 800,000 | |||||||||||
Gross debt issuance costs | $ 1,300,000 | |||||||||||
Delayed Draw Term Loan | Revolving Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Aggregate principal amount | $ 125,000,000 | |||||||||||
Gross debt issuance costs | $ 700,000 | |||||||||||
Delayed Draw Term Loan | Term Loan | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Periodic principal payment | 1,300,000 | |||||||||||
Funds drawn | 197,439,000 | 197,439,000 | $ 200,000,000 | |||||||||
Unamortized discount | $ 821,000 | $ 821,000 | ||||||||||
Fourth Amendment | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Consolidated net coverage ratio following permitted acquisition | 3.75 | 3.75 | ||||||||||
Acquisition completion period | 1 year | |||||||||||
Fourth Amendment | Convertible Debt | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Consolidated net leverage ratio, minimum principal amount | $ 150,000,000 | $ 150,000,000 | ||||||||||
Consolidated net leverage ratio, minimum principal amount for one time leverage extension | 50,000,000 | 50,000,000 | ||||||||||
Minimum | Fourth Amendment | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Unsecured debt issuance threshold | $ 225,000,000 | $ 225,000,000 | ||||||||||
Base Rate | Delayed Draw Term Loan | Revolving Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Consolidated net coverage ratio following permitted acquisition | 4 | 4 | ||||||||||
Base Rate | Fourth Amendment | Revolving Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Consolidated net coverage ratio following permitted acquisition | 5 | 4 | 5 | |||||||||
Base Rate | Minimum | Revolving Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Basis spread on variable rate | 0.25% | 0.25% | 0.25% | |||||||||
Base Rate | Maximum | Revolving Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Basis spread on variable rate | 1.25% | 1.00% | 0.75% | |||||||||
Federal Funds Effective Swap Rate | Revolving Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Basis spread on variable rate | 0.50% | |||||||||||
LIBOR | Revolving Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Basis spread on variable rate | 1.00% | |||||||||||
LIBOR | Minimum | Revolving Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Basis spread on variable rate | 1.25% | 1.25% | 1.25% | |||||||||
LIBOR | Maximum | Revolving Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Basis spread on variable rate | 2.25% | 2.00% | 1.75% | |||||||||
Scenario, Forecast | Delayed Draw Term Loan | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Periodic payment | $ 3,100,000 | $ 1,500,000 | ||||||||||
Scenario, Forecast | Delayed Draw Term Loan | Term Loan | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Periodic principal payment | $ 5,000,000 | $ 2,500,000 | ||||||||||
Scenario, Forecast | Base Rate | Fourth Amendment | Revolving Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Consolidated net coverage ratio following permitted acquisition | 4 | |||||||||||
Other assets | Revolving Facility | Revolving Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Unamortized discount | $ 600,000 | $ 600,000 | $ 800,000 |
Debt - Schedule of Long Term D
Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 05, 2017 | Dec. 31, 2016 |
Revolving Facility | Revolving Facility | |||
Debt Instrument [Line Items] | |||
Principal outstanding | $ 50,000 | $ 0 | |
Unamortized discount | 0 | 0 | |
Unamortized debt issuance costs | 0 | 0 | |
Carrying value | 50,000 | 0 | |
Term Loan | |||
Debt Instrument [Line Items] | |||
Principal outstanding | 120,356 | 122,657 | |
Unamortized discount | (233) | (295) | |
Unamortized debt issuance costs | (185) | (236) | |
Carrying value | 119,938 | $ 122,126 | |
Delayed Draw Term Loan | Term Loan | |||
Debt Instrument [Line Items] | |||
Principal outstanding | 198,750 | ||
Unamortized discount | (821) | ||
Unamortized debt issuance costs | (490) | ||
Carrying value | $ 197,439 | $ 200,000 |
Debt - Schedule of Maturities
Debt - Schedule of Maturities of Long Term Debt (Details) - Term Loans $ in Thousands | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | |
2,018 | $ 14,116 |
2,019 | 16,133 |
2,020 | 28,232 |
2,021 | 32,266 |
Thereafter | 228,359 |
Total long-term debt | $ 319,106 |
Debt - Convertible Debt Narrat
Debt - Convertible Debt Narrative (Details) $ / shares in Units, $ in Thousands | May 23, 2017USD ($)$ / sharesshares | Dec. 31, 2017USD ($)daytradingdaysshares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | May 31, 2017USD ($) |
Debt Instrument [Line Items] | |||||
Proceeds from borrowings on convertible senior notes | $ 345,000 | $ 0 | $ 0 | ||
Convertible notes, net | 281,199 | 0 | |||
Proceeds from issuance of warrants | $ 31,500 | 31,499 | $ 0 | $ 0 | |
Number of securities called by warrants (in shares) | shares | 8,200,000 | ||||
Purchases of convertible note hedges | $ 62,500 | $ 62,549 | |||
Exercise price of warrants (in dollars per share) | $ / shares | $ 57.58 | ||||
Warrants exercised (in shares) | shares | 0 | ||||
Maximum | |||||
Debt Instrument [Line Items] | |||||
Number of securities called by warrants (in shares) | shares | 8,200,000 | ||||
Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Proceeds from borrowings on convertible senior notes | $ 304,200 | ||||
Convertible Notes | Convertible Senior Notes Due November 2022 | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 345,000 | $ 345,000 | |||
Interest rate stated percentage | 1.50% | ||||
Conversion ratio (in shares) | 0.02384 | ||||
Conversion price (in dollars per share) | $ / shares | $ 41.95 | ||||
Threshold trading days | day | 20 | ||||
Threshold consecutive trading days | day | 30 | ||||
Measurement period threshold trading days | tradingdays | 5 | ||||
Measurement period threshold consecutive trading days | day | 5 | ||||
Redemption price | 100.00% | ||||
Convertible notes, net | $ 281,199 | 282,500 | |||
Equity component, net of issuance costs and deferred tax: | $ 61,390 | 62,500 | |||
Gross debt issuance costs | 9,800 | ||||
Convertible Notes | Convertible Senior Notes Due November 2022 | Minimum | |||||
Debt Instrument [Line Items] | |||||
Threshold percentage of stock price trigger | 130.00% | ||||
Ratio of trading price per $1000 principle amount | 98.00% | ||||
Percentage of debt held by individual owner | 25.00% | ||||
Convertible Notes | Over-Allotment Option | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 45,000 |
Debt - Schedule of Convertible
Debt - Schedule of Convertible Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | May 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||
Convertible notes, net | $ 281,199 | $ 0 | |
Convertible Notes | Convertible Senior Notes Due November 2022 | |||
Debt Instrument [Line Items] | |||
Principal amount | 345,000 | $ 345,000 | |
Unamortized discount | (56,557) | ||
Unamortized debt issuance costs | (7,244) | ||
Convertible notes, net | 281,199 | 282,500 | |
Equity component, net of issuance costs and deferred tax: | $ 61,390 | $ 62,500 |
Debt - Schedule of Interest on
Debt - Schedule of Interest on Convertible Notes (Details) - Convertible Notes - Convertible Senior Notes Due November 2022 $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Debt Instrument [Line Items] | |
Contractual interest expense | $ 3,119 |
Amortization of debt discount | 5,991 |
Amortization of debt issuance costs | 766 |
Total interest expense | $ 9,876 |
Effective interest rate of the liability component | 5.87% |
Stock-based Expense - Additiona
Stock-based Expense - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Jan. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options granted (in shares) | 0 | ||||
Stock-based expense | $ 45,835 | $ 36,852 | $ 38,122 | ||
Unrecognized compensation cost | $ 48,200 | ||||
Unrecognized non-vested stock awards recognition period | 1 year 11 months 24 days | ||||
Cash proceeds from stock-based compensation arrangements | $ 27,000 | 28,500 | 12,100 | ||
Aggregate intrinsic value of stock options | $ 25,100 | $ 11,300 | $ 5,000 | ||
Forfeiture rate | 0.00% | ||||
Expected dividend rate | 0.00% | ||||
Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
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 | $ 22,600 | $ 16,900 | $ 21,500 | ||
Performance-Based Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Requisite service period (in months) | 1 year | ||||
Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options granted (in shares) | 27,634,259 | 27,634,259 |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Shares | |||
Number of Shares, Beginning Balance | 3,607,089 | 5,801,873 | 5,566,888 |
Number of Shares, Granted | 2,434,198 | ||
Number of Shares, Exercised | (1,344,569) | (1,568,699) | (809,303) |
Number of Shares, Forfeited/cancelled | (61,892) | (625,431) | (1,389,910) |
Number of Shares, Expired | (163) | (654) | |
Number of Shares, ending balance | 2,200,465 | 3,607,089 | 5,801,873 |
Range of Exercise Prices | |||
Range of exercise prices beginning balance, lower limit (in dollars per share) | $ 2.55 | $ 0.91 | $ 0.91 |
Range of exercise prices beginning balance, upper limit (in dollars per share) | 29.50 | 29.50 | 29.50 |
Range of exercise prices, Granted lower limit (in dollars per share) | 18.79 | ||
Range of exercise prices, Granted upper limit (in dollars per share) | 23.10 | ||
Range of exercise prices Exercised, lower limit (in dollars per share) | 5.04 | 1.68 | 0.91 |
Range of exercise prices Exercised, upper limit (in dollars per share) | 29.50 | 27.18 | 21.60 |
Range of exercise prices Forfeited/cancelled, lower limit (in dollars per share) | 15.19 | 4.28 | 5.04 |
Range of exercise prices Forfeited/cancelled, upper limit (in dollars per share) | 25.70 | 29.50 | 29.50 |
Range of exercise prices Expired, lower limit (in dollars per share) | 2.55 | 0.91 | |
Range of exercise prices Expired, upper limit (in dollars per share) | 2.82 | 0.91 | |
Range of exercise prices Ending Balance, lower limit (in dollars per share) | 4.28 | 2.55 | 0.91 |
Range of exercise prices Ending Balance, upper limit (in dollars per share) | 29.50 | 29.50 | 29.50 |
Weighted-Average Exercise Price | |||
Weighted average exercise price, Beginning Balance (in dollars per share) | 19.58 | 19.43 | 18.89 |
Weighted average exercise price, Granted (in dollars per share) | 19.81 | ||
Weighted average exercise price, Exercised (in dollars per share) | 20.09 | 18.16 | 14.97 |
Weighted average exercise price, Forfeited/cancelled (in dollars per share) | 19.66 | 21.77 | 20.54 |
Weighted average exercise price, Expired (in dollars per share) | 2.73 | 0.91 | |
Weighted average exercise price, Ending Balance (in dollars per share) | $ 19.26 | $ 19.58 | $ 19.43 |
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, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number of options, options fully vested and expected to vest | 2,200,465 | 3,606,462 |
Weighted average remaining contractual life (in years), options fully vested and expected to vest | 5 years 6 months | 6 years 6 months |
Weighted average exercise price, options fully vested and expected to vest (in dollars per share) | $ 19.26 | $ 19.58 |
Aggregate intrinsic value, options fully vested and expected to vest | $ 55,106 | $ 37,581 |
Number of shares options, options exercisable | 1,999,278 | 2,477,474 |
Weighted average remaining contractual life (in years), options exercisable | 5 years 3 months 18 days | 5 years 10 months 24 days |
Weighted average exercise price, options exercisable (in dollars per share) | $ 19.16 | $ 19.24 |
Aggregate intrinsic value, options exercisable | $ 50,257 | $ 26,659 |
Stock-based Expense - Awards Gr
Stock-based Expense - Awards Granted Assumptions (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.50% | ||
Expected option life (in years) | 4 years 7 months 6 days | ||
Forfeiture rate | 0.00% | ||
Expected volatility | 42.30% | ||
Weighted-average grant date fair value (in dollars per share) | $ 7.42 | ||
Market Based Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.80% | 1.10% | 1.10% |
Expected volatility | 31.60% | 41.50% | 38.70% |
Stock-based Expense - Summary73
Stock-based Expense - Summary of Time-Based Restricted Share Awards' Activity (Detail) - Restricted Stock - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Shares | |||
Beginning Balance (in shares) | 1,633,501 | 1,068,706 | 1,624,519 |
Granted (in shares) | 1,359,578 | 1,793,257 | 913,077 |
Vested (in shares) | (953,749) | (841,983) | (1,077,102) |
Forfeited/cancelled (in shares) | (283,342) | (386,479) | (391,788) |
Ending Balance (in shares) | 1,755,988 | 1,633,501 | 1,068,706 |
Weighted-Average price | |||
Beginning of Period (in dollars per share) | $ 20.78 | $ 20.05 | $ 20.01 |
Granted (in dollars per share) | 36.25 | 20.79 | 19.84 |
Vested (in dollars per share) | 23.73 | 20.14 | 19.78 |
Forfeited/cancelled (in dollars per share) | 28.01 | 20.21 | 18.65 |
Ending of Period (in dollars per share) | $ 30.05 | $ 20.78 | $ 20.05 |
Stock-based Expense - Performan
Stock-based Expense - Performance-Based Restricted Share Awards Activity (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Market Based Restricted Stock | |||
Number of Shares | |||
Beginning Balance (in shares) | 1,564,160 | 1,015,095 | 520,000 |
Granted (in shares) | 535,441 | 794,025 | 691,165 |
Vested (in shares) | (1,407,133) | (51,250) | |
Forfeited/cancelled (in shares) | (2,303) | (193,710) | (196,070) |
Ending Balance (in shares) | 690,165 | 1,564,160 | 1,015,095 |
Weighted-Average price | |||
Beginning of Period (in dollars per share) | $ 12.73 | $ 11.85 | $ 11.26 |
Granted (in dollars per share) | 28.18 | 13.58 | 11.59 |
Vested (in dollars per share) | 13.69 | 12.52 | |
Forfeited/cancelled (in dollars per share) | 13.34 | 11.61 | 9.39 |
Ending of Period (in dollars per share) | $ 22.76 | $ 12.73 | $ 11.85 |
Performance Based Restricted Stock | |||
Number of Shares | |||
Beginning Balance (in shares) | 0 | 20,000 | 0 |
Granted (in shares) | 0 | 20,000 | |
Forfeited/cancelled (in shares) | (20,000) | ||
Ending Balance (in shares) | 0 | 0 | 20,000 |
Weighted-Average price | |||
Beginning of Period (in dollars per share) | $ 0 | $ 18.79 | $ 0 |
Granted (in dollars per share) | 0 | 18.79 | |
Forfeited/cancelled (in dollars per share) | 18.79 | ||
Ending of Period (in dollars per share) | $ 0 | $ 0 | $ 18.79 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||
May 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Loss Contingencies [Line Items] | ||||
Rent expense | $ 13,800,000 | $ 14,700,000 | $ 10,900,000 | |
Richardson, Texas | Office Space | ||||
Loss Contingencies [Line Items] | ||||
Term of lease (in years) | 12 years | |||
Indemnification Agreement | ||||
Loss Contingencies [Line Items] | ||||
Guarantor obligations, current carrying value | $ 0 | $ 0 |
Commitments and Contingencies76
Commitments and Contingencies - Operating Lease Minimum Commitments (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Minimum Lease Commitments | |
2,018 | $ 15,344 |
2,019 | 13,798 |
2,020 | 11,603 |
2,021 | 10,920 |
2,022 | 9,336 |
Thereafter | 46,121 |
Total Minimum Lease Payments | $ 107,122 |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Additional Information (Detail) - $ / shares | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 23, 2017 | |
Earnings Per Share [Abstract] | ||||
Shares excluded from dilutive shares outstanding because their effect was anti-dilutive | 193,274 | 220,473 | 912,257 | |
Exercise price of warrants (in dollars per share) | $ 57.58 |
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, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator: | |||||||||||
Net income (loss) | $ (20,865) | $ 6,834 | $ 6,213 | $ 8,195 | $ 7,361 | $ 4,210 | $ 2,083 | $ 2,996 | $ 377 | $ 16,650 | $ (9,218) |
Basic: | |||||||||||
Weighted average shares used in computing basic net income (loss) per share: | 79,433 | 76,854 | 76,689 | ||||||||
Diluted: | |||||||||||
Weighted average shares used in computing basic net income (loss) per share: | 79,433 | 76,854 | 76,689 | ||||||||
Add weighted average effect of dilutive securities: | |||||||||||
Stock options and restricted stock | 2,884 | 989 | 0 | ||||||||
Convertible notes | 81 | 0 | 0 | ||||||||
Weighted average shares used in computing diluted net income (loss) per share: | 82,398 | 77,843 | 76,689 | ||||||||
Net income (loss) per share attributable to common stockholders: | |||||||||||
Basic (in dollars per share) | $ (0.26) | $ 0.09 | $ 0.08 | $ 0.10 | $ 0.09 | $ 0.05 | $ 0.03 | $ 0.04 | $ 0 | $ 0.22 | $ (0.12) |
Diluted (in dollars per share) | $ (0.26) | $ 0.08 | $ 0.08 | $ 0.10 | $ 0.09 | $ 0.05 | $ 0.03 | $ 0.04 | $ 0 | $ 0.21 | $ (0.12) |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 12,424 | $ 23,817 | $ (15,777) |
Foreign | 2,817 | 3,669 | 2,713 |
Income (loss) before income taxes | $ 15,241 | $ 27,486 | $ (13,064) |
Income Taxes - Benefit for Inco
Income Taxes - Benefit for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | |||
Federal | $ 36 | $ 401 | $ 162 |
State | 578 | 756 | 797 |
Foreign | 313 | 449 | 414 |
Total current income tax expense | 927 | 1,606 | 1,373 |
Deferred: | |||
Federal | 14,620 | 9,055 | (5,075) |
State | (900) | 235 | 156 |
Foreign | 217 | (60) | (300) |
Total deferred income tax expense (benefit) | 13,937 | 9,230 | (5,219) |
Total income tax expense (benefit) | $ 14,864 | $ 10,836 | $ (3,846) |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Expense derived by applying the Federal income tax rate to income (loss) before income taxes | $ 5,335 | $ 9,620 | $ (4,572) |
State income tax, net of federal benefit | 135 | 735 | 561 |
Foreign income tax | (631) | (922) | (813) |
Nondeductible expenses | 1,606 | 545 | 418 |
Fair value adjustment on stock acquisition | (17) | 150 | (52) |
Stock-based expense | (19,080) | 285 | 209 |
Reduction in available Federal NOL | 0 | 255 | 350 |
Federal income tax rate reduction | 25,070 | 0 | 0 |
Deemed repatriation of foreign earnings | 2,211 | 0 | 0 |
Other | 235 | 168 | 53 |
Total income tax benefit | $ 14,864 | $ 10,836 | $ (3,846) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Reserves, deferred revenue and accrued liabilities | $ 16,443 | $ 22,518 |
Stock-based expense | 8,912 | 17,184 |
Net operating loss carryforwards and tax credits | 42,119 | 16,193 |
Total deferred tax assets, net of valuation allowance | 67,474 | 55,895 |
Valuation allowance | (517) | 0 |
Total deferred tax assets, net of valuation allowance | 66,957 | 55,895 |
Deferred tax liabilities: | ||
Property, equipment, and software | (15,378) | (25,626) |
Intangible assets | (3,940) | (10,514) |
Other | (2,752) | (4,090) |
Total deferred tax liabilities | (22,070) | (40,230) |
Net deferred tax assets | $ 44,887 | $ 15,665 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | Nov. 30, 2016project | Jul. 08, 2013 | Jul. 31, 2015USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2017USD ($)jurisdictionproject | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Mar. 31, 2013USD ($) | Mar. 31, 2012USD ($) | Oct. 31, 2017USD ($) | Sep. 30, 2017USD ($) | May 31, 2016USD ($) | Mar. 31, 2016USD ($) |
Schedule Of Income Taxes [Line Items] | |||||||||||||
Cumulative effect of adoption of ASU 2016-09 | $ 43,843,000 | ||||||||||||
Valuation allowance | $ (517,000) | $ (517,000) | 0 | ||||||||||
Deferred tax liabilities | 22,070,000 | 22,070,000 | 40,230,000 | ||||||||||
Income tax expense (benefit) | 14,864,000 | 10,836,000 | $ (3,846,000) | ||||||||||
Deferred tax assets, net | 44,887,000 | 44,887,000 | 15,665,000 | ||||||||||
Deferred tax assets operating loss carryforwards, federal | 36,200,000 | 36,200,000 | |||||||||||
Deferred tax assets operating loss carryforwards, state | 3,900,000 | 3,900,000 | |||||||||||
Deferred Tax Assets, Operating Loss Carryforwards, Foreign | 200,000 | 200,000 | |||||||||||
Deferred tax liability related to intangibles not amortizable for tax purposes | 3,940,000 | 3,940,000 | 10,514,000 | ||||||||||
Deferred tax asset related to net operating loss carryforwards | 42,119,000 | 42,119,000 | 16,193,000 | ||||||||||
Provisional income tax due to change in tax rate | 25,100,000 | ||||||||||||
NOL carryforwards subject to expiration | 19,100,000 | $ 19,100,000 | |||||||||||
Net operating loss expiration period | 5 years | ||||||||||||
Tax credits subject to expiration in 2026 | 100,000 | $ 100,000 | |||||||||||
Tax credit carryforwards fully realizable by 2021 | 1,300,000 | 1,300,000 | |||||||||||
Unrecognized benefit from equity compensation | 8,912,000 | 8,912,000 | 17,184,000 | ||||||||||
Excess stock compensation benefits | 3,100,000 | 400,000 | |||||||||||
Net operating income (loss) | 30,010,000 | 31,244,000 | (11,615,000) | ||||||||||
Stock-based expense | (19,080,000) | 285,000 | 209,000 | ||||||||||
Number of PEZA projects with tax holidays expiring | project | 1 | ||||||||||||
Transition tax for accumulated foreign earnings | 2,200,000 | ||||||||||||
Unrecognized tax benefits | 0 | 0 | 0 | ||||||||||
Penalties and interest accrued | 0 | $ 0 | 0 | ||||||||||
Foreign tax jurisdictions | jurisdiction | 5 | ||||||||||||
Income tax examinations and adjustments minimum year | 3 years | ||||||||||||
Decrease in NOL deferred tax asset | $ 600,000 | ||||||||||||
PEX | |||||||||||||
Schedule Of Income Taxes [Line Items] | |||||||||||||
Deferred tax liabilities | $ 100,000 | ||||||||||||
On-Site | |||||||||||||
Schedule Of Income Taxes [Line Items] | |||||||||||||
Deferred tax liability related to intangibles not amortizable for tax purposes | $ 1,200,000 | ||||||||||||
NWP | |||||||||||||
Schedule Of Income Taxes [Line Items] | |||||||||||||
Deferred tax assets, net | $ 11,200,000 | ||||||||||||
Deferred tax assets operating loss carryforwards, federal | 9,600,000 | ||||||||||||
Deferred tax assets operating loss carryforwards, state | 300,000 | ||||||||||||
Property, equipment, and software, net | 3,300,000 | ||||||||||||
Deferred tax liability related to intangibles not amortizable for tax purposes | $ 2,000,000 | ||||||||||||
AssetEye | |||||||||||||
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 | ||||||||||||
Federal and State | |||||||||||||
Schedule Of Income Taxes [Line Items] | |||||||||||||
Tax credits | 1,800,000 | $ 1,800,000 | |||||||||||
Federal | |||||||||||||
Schedule Of Income Taxes [Line Items] | |||||||||||||
NOL carryforwards subject to expiration | 172,500,000 | $ 172,500,000 | |||||||||||
Net operating loss carryforwards, expiration year | 2,024 | ||||||||||||
Income tax year no longer subject to examinations | 2,014 | ||||||||||||
State | |||||||||||||
Schedule Of Income Taxes [Line Items] | |||||||||||||
NOL carryforwards subject to expiration | $ 60,200,000 | $ 60,200,000 | |||||||||||
Income tax year no longer subject to examinations | 2,013 | ||||||||||||
INDIA | |||||||||||||
Schedule Of Income Taxes [Line Items] | |||||||||||||
Tax holiday expiration date | March 31, 2011 | ||||||||||||
Tax holiday period | 5 years | ||||||||||||
Holiday tax savings | $ 400,000 | 200,000 | 400,000 | ||||||||||
Tax adjustments, settlements, and unusual provisions | $ 200,000 | $ 900,000 | |||||||||||
Philippine Economic Zone Authority | |||||||||||||
Schedule Of Income Taxes [Line Items] | |||||||||||||
Number of PEZA projects | project | 4 | ||||||||||||
PHILIPPINES | |||||||||||||
Schedule Of Income Taxes [Line Items] | |||||||||||||
Holiday tax savings | $ 200,000 | 400,000 | $ 300,000 | ||||||||||
Subsidiaries before acquisition | |||||||||||||
Schedule Of Income Taxes [Line Items] | |||||||||||||
Net operating income (loss) | (30,400,000) | ||||||||||||
Valuation Allowance, Operating Loss Carryforwards | State | |||||||||||||
Schedule Of Income Taxes [Line Items] | |||||||||||||
Income tax expense (benefit) | 0 | ||||||||||||
Valuation Allowance, Operating Loss Carryforwards | Foreign | |||||||||||||
Schedule Of Income Taxes [Line Items] | |||||||||||||
Income tax expense (benefit) | $ 200,000 | ||||||||||||
Accounting Standards Update 2016-09, Excess Tax Benefit Component | |||||||||||||
Schedule Of Income Taxes [Line Items] | |||||||||||||
Valuation allowance | (300,000) | ||||||||||||
Accumulated Deficit | |||||||||||||
Schedule Of Income Taxes [Line Items] | |||||||||||||
Cumulative effect of adoption of ASU 2016-09 | 43,837,000 | ||||||||||||
Accumulated Deficit | Accounting Standards Update 2016-09, Excess Tax Benefit Component | |||||||||||||
Schedule Of Income Taxes [Line Items] | |||||||||||||
Cumulative effect of adoption of ASU 2016-09 | $ 43,800,000 |
Fair Value Measurements - Valua
Fair Value Measurements - Valuation Inputs (Details) - Contingent Consideration - Recurring | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Discount rates | 16.30% | |
Volatility rates | 24.00% | 29.90% |
Risk free rate of return | 1.60% | 0.70% |
Minimum | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Discount rates | 14.80% | |
Maximum | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Discount rates | 27.80% |
Fair Value Measurements - Conti
Fair Value Measurements - Contingent Consideration (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Recurring | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | $ 414 | $ 541 | |
Recurring | Level 1 | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 0 | 0 | |
Recurring | Level 2 | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 0 | 0 | |
Recurring | Level 3 | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 414 | 541 | |
Contingent Consideration | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 414 | 541 | $ 841 |
Contingent Consideration | Recurring | AssetEye | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 247 | 539 | |
Contingent Consideration | Recurring | Axiometrics | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 167 | ||
Contingent Consideration | Recurring | Indatus | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 2 | ||
Contingent Consideration | Recurring | Level 1 | AssetEye | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 0 | 0 | |
Contingent Consideration | Recurring | Level 1 | Axiometrics | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 0 | ||
Contingent Consideration | Recurring | Level 1 | Indatus | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 0 | ||
Contingent Consideration | Recurring | Level 2 | AssetEye | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 0 | 0 | |
Contingent Consideration | Recurring | Level 2 | Axiometrics | |||
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 3 | AssetEye | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 247 | 539 | |
Contingent Consideration | Recurring | Level 3 | Axiometrics | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 167 | ||
Contingent Consideration | Recurring | Level 3 | Indatus | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Liability measured at fair value | 2 | ||
Interest rate swap agreements | Recurring | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Interest rate swap agreements | 1,329 | 1,098 | |
Interest rate swap agreements | Recurring | Level 1 | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Interest rate swap agreements | 0 | 0 | |
Interest rate swap agreements | Recurring | Level 2 | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Interest rate swap agreements | 1,329 | 1,098 | |
Interest rate swap agreements | Recurring | Level 3 | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Interest rate swap agreements | $ 0 | $ 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, 2017 | Dec. 31, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 541 | $ 841 |
Initial contingent consideration | 812 | 245 |
Net gain on change in fair value | (939) | (545) |
Ending balance | $ 414 | $ 541 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Millions | Sep. 30, 2016USD ($) |
Trade names | Nonrecurring | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value of intangible asset | $ 5 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Convertible Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Term Loans | Fair Value | Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 303,806 | $ 122,532 |
Term Loans | Carrying Value | Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 317,377 | 122,126 |
Revolving Facility | Revolving Facility | Fair Value | Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 49,427 | 0 |
Revolving Facility | Revolving Facility | Carrying Value | Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 50,000 | 0 |
Convertible Notes | Fair Value | Nonrecurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 430,301 | 0 |
Convertible Notes | Carrying Value | Nonrecurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 281,199 | $ 0 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Apr. 28, 2017 | May 06, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | May 06, 2015 |
Class of Stock [Line Items] | |||||
Stock repurchase program, extension of period in force | 1 year | 1 year | 1 year | 1 year | |
Common Stock | |||||
Class of Stock [Line Items] | |||||
Amount authorized to be repurchased | $ 50,000,000 | $ 50,000,000 | |||
Number of shares repurchased (in shares) | 1,012,823 | 1,798,199 | |||
Weighted average cost per share (in dollars per share) | $ 20.98 | $ 19.51 | |||
Stock repurchased during period | $ 21,244,000 | $ 35,083,000 |
Derivative Financial Instrume90
Derivative Financial Instruments (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Mar. 31, 2016derivative_instrument | |
Swap agreements as of December 31, 2017 | |||
Derivative [Line Items] | |||
Number of instruments held | derivative_instrument | 2 | ||
Fixed interest rate | 0.89% | ||
Derivatives, contract termination value | $ 1,300 | ||
Other assets | Swap agreements as of December 31, 2017 | |||
Derivative [Line Items] | |||
Notional | 75,000 | $ 75,000 | |
Derivative Asset | 1,329 | $ 1,098 | |
Reclassification out of Accumulated Other Comprehensive Income | |||
Derivative [Line Items] | |||
Cash flow hedge gain (loss) to be reclassified within 12 months | $ (700) |
Derivative Financial Instrume91
Derivative Financial Instruments - Gain (Loss) on Derivatives (Details) - Swap agreements as of December 31, 2017 - Cash Flow Hedging - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Derivative [Line Items] | ||
Gain (Loss) Recognized in OCI | $ 318 | $ 400 |
Interest expense and other | ||
Derivative [Line Items] | ||
Gain (Loss) Recognized in Income | (77) | 136 |
Gain (Loss) Recognized in Income | $ (54) | $ 152 |
Comprehensive Income (Loss) (De
Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning Balance | $ 384,763 | $ 326,452 | $ 328,780 |
Ending Balance | 501,875 | 384,763 | 326,452 |
Foreign Currency | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning Balance | (589) | (546) | (209) |
Other comprehensive loss, net | (337) | ||
Other comprehensive income, net | 55 | (43) | |
Reclassification into earnings | 0 | 0 | |
Income tax provision | 0 | 0 | |
Ending Balance | (534) | (589) | (546) |
Swap Agreements | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning Balance | 536 | 0 | 0 |
Other comprehensive loss, net | 0 | ||
Other comprehensive income, net | 427 | 720 | |
Reclassification into earnings | (141) | 226 | |
Income tax provision | (45) | (410) | |
Ending Balance | 777 | 536 | 0 |
Accumulated Other Comprehensive Loss | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning Balance | (53) | (546) | (209) |
Other comprehensive loss, net | (337) | ||
Other comprehensive income, net | 482 | 677 | |
Reclassification into earnings | (141) | 226 | |
Income tax provision | (45) | (410) | |
Ending Balance | $ 243 | $ (53) | $ (546) |
Customer Deposits Held in Res93
Customer Deposits Held in Restricted Accounts - Additional information (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Tenant funds deposited in custodial account | $ 74,800 | $ 76,400 |
Customer deposits | 96,057 | 83,590 |
Restricted cash | 96,002 | 83,654 |
Payment Processing Services | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Customer deposits | 74,900 | 76,400 |
Insurance Products | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Customer deposits | 6,600 | 1,500 |
Restricted cash | 6,600 | 1,500 |
Non-Insurance Services | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Customer deposits | 14,600 | 5,700 |
Restricted cash | $ 14,600 | $ 5,800 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Retirement Benefits [Abstract] | |||
Contributions to employee benefit plans | $ 2.9 | $ 2.4 | $ 1.9 |
Accrued liabilities related to employee obligations | $ 1.2 | $ 0.9 | $ 0.7 |
Cost Method Investments (Detail
Cost Method Investments (Details) - Series A-1 - Convertible Preferred Stock - Compstak - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Aug. 31, 2016 |
Other assets | |||
Schedule of Cost-method Investments [Line Items] | |||
Cost method investments | $ 3 | $ 3 | |
Maximum | |||
Schedule of Cost-method Investments [Line Items] | |||
Cost method investment, ownership percentage (less than) | 20.00% |
Selected Quarterly Financial 96
Selected Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue: | |||||||||||
On demand | $ 180,104 | $ 161,578 | $ 154,727 | $ 146,213 | $ 141,627 | $ 140,883 | $ 136,610 | $ 123,411 | $ 642,622 | $ 542,531 | $ 450,962 |
On premise | 662 | 648 | 659 | 675 | 695 | 682 | 687 | 772 | 2,644 | 2,836 | 2,970 |
Professional and other | 6,914 | 6,832 | 5,920 | 6,031 | 6,749 | 6,390 | 5,422 | 4,200 | 25,697 | 22,761 | 14,588 |
Total revenue | 187,680 | 169,058 | 161,306 | 152,919 | 149,071 | 147,955 | 142,719 | 128,383 | 670,963 | 568,128 | 468,520 |
Gross profit | 114,167 | 99,710 | 93,762 | 89,877 | 87,707 | 83,844 | 80,641 | 73,635 | 397,516 | 325,827 | 269,907 |
Net income (loss) | $ (20,865) | $ 6,834 | $ 6,213 | $ 8,195 | $ 7,361 | $ 4,210 | $ 2,083 | $ 2,996 | $ 377 | $ 16,650 | $ (9,218) |
Net (loss) income per share attributable to common stockholders | |||||||||||
Basic (in dollars per share) | $ (0.26) | $ 0.09 | $ 0.08 | $ 0.10 | $ 0.09 | $ 0.05 | $ 0.03 | $ 0.04 | $ 0 | $ 0.22 | $ (0.12) |
Diluted (in dollars per share) | $ (0.26) | $ 0.08 | $ 0.08 | $ 0.10 | $ 0.09 | $ 0.05 | $ 0.03 | $ 0.04 | $ 0 | $ 0.21 | $ (0.12) |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - Convertible Debt Securities - WayBlazer Note - Subsequent Event $ in Millions | 1 Months Ended |
Jan. 31, 2018USD ($) | |
Subsequent Event [Line Items] | |
Cost method investments, original cost | $ 2 |
Interest rate stated percentage | 8.00% |
Cost method investment, ownership percentage (less than) | 8.00% |
License term | 5 years |
SCHEDULE II - VALUATION AND Q98
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Changes In Allowance For Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Valuation and Qualifying Accounts [Abstract] | |||
Balance at Beginning of Year | $ 2,468 | $ 2,318 | $ 2,363 |
Additions Charged to Income | 4,458 | 4,786 | 3,377 |
Deductions | 2,975 | 4,636 | 3,422 |
Balance at End of Year | $ 3,951 | $ 2,468 | $ 2,318 |