Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 24, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | RP | |
Entity Registrant Name | REALPAGE INC | |
Entity Central Index Key | 0001286225 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding | 94,593,387 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 252,657 | $ 228,159 |
Restricted cash | 103,768 | 154,599 |
Accounts receivable, less allowances of $7,943 and $8,850 at March 31, 2019 and December 31, 2018, respectively | 125,068 | 123,596 |
Prepaid expenses | 19,702 | 19,214 |
Other current assets | 11,383 | 15,185 |
Total current assets | 512,578 | 540,753 |
Property, equipment, and software, net | 153,956 | 153,528 |
Right-of-use assets | 91,023 | |
Goodwill | 1,052,725 | 1,053,119 |
Intangible assets, net | 271,642 | 287,378 |
Deferred tax assets, net | 40,295 | 42,602 |
Other assets | 22,197 | 20,393 |
Total assets | 2,144,416 | 2,097,773 |
Current liabilities: | ||
Accounts payable | 29,756 | 25,312 |
Accrued expenses and other current liabilities | 85,956 | 95,482 |
Current portion of deferred revenue | 121,536 | 120,704 |
Current portion of term loans | 16,133 | 16,133 |
Convertible notes, net | 295,862 | 0 |
Customer deposits held in restricted accounts | 103,763 | 154,601 |
Total current liabilities | 653,006 | 412,232 |
Deferred revenue | 4,160 | 4,902 |
Term loans, net | 283,659 | 287,582 |
Convertible notes, net | 0 | 292,843 |
Lease liabilities, net of current portion | 105,795 | |
Other long-term liabilities | 12,421 | 37,190 |
Total liabilities | 1,059,041 | 1,034,749 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value: 10,000,000 shares authorized and zero shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively | 0 | 0 |
Common stock, $0.001 par value: 250,000,000 shares authorized, 95,998,176 and 95,991,162 shares issued and 94,733,242 and 93,650,127 shares outstanding at March 31, 2019 and December 31, 2018, respectively | 96 | 96 |
Additional paid-in capital | 1,167,950 | 1,187,683 |
Treasury stock, at cost: 1,264,934 and 2,341,035 shares at March 31, 2019 and December 31, 2018, respectively | (33,753) | (65,470) |
Accumulated deficit | (47,546) | (58,793) |
Accumulated other comprehensive loss | (1,372) | (492) |
Total stockholders’ equity | 1,085,375 | 1,063,024 |
Total liabilities and stockholders’ equity | $ 2,144,416 | $ 2,097,773 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 7,943 | $ 8,850 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
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) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 250,000,000 | 125,000,000 |
Common stock, shares issued (in shares) | 95,998,176 | 95,991,162 |
Common stock, shares outstanding (in shares) | 94,733,242 | 93,650,127 |
Treasury stock (in shares) | 1,264,934 | 2,341,035 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue | ||
Total revenue | $ 234,306 | $ 201,301 |
Amortization of product technologies | 9,514 | 8,295 |
Gross profit | 134,598 | 120,169 |
Operating expenses: | ||
Product development | 29,897 | 29,040 |
Sales and marketing | 44,823 | 37,680 |
General and administrative | 28,143 | 27,090 |
Amortization of intangible assets | 9,836 | 8,089 |
Total operating expenses | 112,699 | 101,899 |
Operating income | 21,899 | 18,270 |
Interest expense and other, net | (5,980) | (7,670) |
Income before income taxes | 15,919 | 10,600 |
Income tax expense (benefit) | 4,647 | (301) |
Net income | $ 11,272 | $ 10,901 |
Net income per share attributable to common stockholders: | ||
Basic (in dollars per share) | $ 0.12 | $ 0.13 |
Diluted (in dollars per share) | $ 0.12 | $ 0.13 |
Weighted average common shares outstanding: | ||
Basic (in shares) | 91,490 | 81,166 |
Diluted (in shares) | 95,561 | 84,817 |
On demand | ||
Revenue | ||
Total revenue | $ 226,519 | $ 193,300 |
Professional and other | ||
Revenue | ||
Total revenue | 7,787 | 8,001 |
Service | ||
Revenue | ||
Total revenue | 234,306 | 201,301 |
Cost of revenue | $ 90,194 | $ 72,837 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 11,272 | $ 10,901 |
Unrealized (loss) gain on derivative instruments, net of tax | (586) | |
Unrealized (loss) gain on derivative instruments, net of tax | 258 | |
Reclassification adjustment for gains included in earnings on derivative instruments, net of tax | (220) | |
Reclassification adjustment for gains included in earnings on derivative instruments, net of tax | (99) | |
Foreign currency translation | (99) | (127) |
Other comprehensive (loss) income, net of tax | (905) | 32 |
Comprehensive income | $ 10,367 | $ 10,933 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - 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, 2017 | 87,153 | 3,973 | ||||
Beginning Balance at Dec. 31, 2017 | $ 501,875 | $ 87 | $ 637,851 | $ 243 | $ (75,046) | $ (61,260) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock option exercises (in shares) | 7 | 241 | ||||
Stock option exercises | 5,038 | 5,038 | $ 0 | |||
Issuance of restricted stock (in shares) | (1,336) | |||||
Issuance of restricted stock | 0 | (1,303) | $ 1,303 | |||
Treasury stock purchase, at cost (in shares) | 257 | |||||
Treasury stock purchased, at cost | (8,450) | 0 | $ (8,450) | |||
Stock-based compensation | 10,410 | 10,410 | ||||
Other comprehensive income - derivative instruments | 159 | 159 | ||||
Foreign currency translation | (127) | (127) | ||||
Net income | 10,901 | 10,901 | ||||
Ending Balance (in shares) at Mar. 31, 2018 | 87,160 | 2,653 | ||||
Ending Balance at Mar. 31, 2018 | 522,027 | $ 87 | 651,996 | 275 | (61,924) | $ (68,407) |
Beginning Balance (in shares) at Dec. 31, 2018 | 95,991 | 2,341 | ||||
Beginning Balance at Dec. 31, 2018 | 1,063,024 | $ 96 | 1,187,683 | (492) | (58,793) | $ (65,470) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock option exercises (in shares) | 7 | 89 | ||||
Stock option exercises | 1,877 | (837) | $ 2,714 | |||
Issuance of restricted stock (in shares) | (1,130) | |||||
Issuance of restricted stock | 0 | (34,456) | $ 34,456 | |||
Treasury stock purchase, at cost (in shares) | 143 | |||||
Treasury stock purchased, at cost | (5,016) | 437 | $ (5,453) | |||
Stock-based compensation | 15,123 | 15,123 | ||||
Other comprehensive income - derivative instruments | (806) | (806) | ||||
Foreign currency translation | (99) | (99) | ||||
Net income | 11,272 | 11,272 | ||||
Ending Balance (in shares) at Mar. 31, 2019 | 95,998 | 1,265 | ||||
Ending Balance at Mar. 31, 2019 | $ 1,085,375 | $ 96 | $ 1,167,950 | $ (1,372) | $ (47,546) | $ (33,753) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 11,272 | $ 10,901 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 27,824 | 23,260 |
Amortization of debt discount and issuance costs | 3,234 | 3,012 |
Amortization of right-of-use assets | 3,005 | |
Deferred taxes | 2,550 | (1,154) |
Stock-based expense | 14,913 | 10,318 |
Loss on disposal and impairment of other long-lived assets | 286 | 942 |
Change in fair value of equity investment | (2,600) | 0 |
Acquisition-related consideration | 405 | 402 |
Changes in assets and liabilities, net of assets acquired and liabilities assumed in business combinations: | ||
Accounts receivable | (983) | 15,648 |
Prepaid expenses and other current assets | 3,197 | (3,738) |
Other assets | 185 | (1,015) |
Accounts payable | 4,001 | 6,943 |
Accrued compensation, taxes, and benefits | (10,603) | (7,391) |
Deferred revenue | 90 | (3,031) |
Customer deposits | (50,252) | 16,277 |
Other current and long-term liabilities | (2,532) | (603) |
Net cash provided by operating activities | 3,992 | 70,771 |
Cash flows from investing activities: | ||
Purchases of property, equipment, and software | (10,873) | (12,660) |
Purchase of other investment | 0 | (1,800) |
Net cash used in investing activities | (10,873) | (14,460) |
Cash flows from financing activities: | ||
Payments on term loans | (4,033) | (2,016) |
Payments of deferred financing costs | 0 | (1,087) |
Payments on finance lease obligations | (769) | |
Payments on finance lease obligations | (114) | |
Payments of acquisition-related consideration | (11,412) | (776) |
Proceeds from exercise of stock options | 1,877 | 5,038 |
Purchase of treasury stock related to stock-based compensation | (5,016) | (8,450) |
Net cash used in financing activities | (19,353) | (7,405) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (26,234) | 48,906 |
Effect of exchange rate on cash | (99) | (127) |
Cash, cash equivalents and restricted cash: | ||
Cash, cash equivalents and restricted cash at beginning of period | 382,758 | 165,345 |
Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash flows | 356,425 | 214,124 |
Supplemental cash flow information: | ||
Cash paid for interest | 1,378 | 2,886 |
Cash paid (received) for income taxes, net | 138 | (71) |
Non-cash investing activities: | ||
Accrued property, equipment, and software | 1,805 | 675 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 252,657 | |
Restricted cash | 103,768 | |
Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash flows | $ 356,425 | $ 214,124 |
The Company
The Company | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [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 | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements and footnotes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. We believe that the disclosures made are appropriate and conform to those rules and regulations, and that the condensed or omitted information is not misleading. The unaudited Condensed Consolidated Financial Statements included herein reflect all adjustments (consisting of normal, recurring adjustments) which are, in the opinion of management, necessary to state fairly the results for the interim periods presented. All intercompany balances and transactions have been eliminated in consolidation. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year. These financial statements should be read in conjunction with the financial statements and the notes thereto included in our Annual Report on Form 10-K filed with the SEC on February 27, 2019 (“Form 10-K”). 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 three months ended March 31, 2019 and 2018 was earned in the United States. Net property, equipment, and software located in the United States amounted to $144.7 million and $144.3 million at March 31, 2019 and December 31, 2018 , respectively. Net property, equipment, and software located in our international subsidiaries amounted to $9.3 million and $9.2 million at March 31, 2019 and December 31, 2018 , respectively. Substantially all of the net property, equipment, and software held in our international subsidiaries was located in the Philippines, India, and Spain at both March 31, 2019 and December 31, 2018 . Concentrations of Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. Our cash accounts are maintained at various high credit, quality financial institutions and may exceed federally insured limits. We have not experienced any losses in such accounts. Substantially all of our accounts receivable are derived from clients in the residential rental housing market. Concentrations of credit risk with respect to accounts receivable and revenue are limited due to a large, diverse customer base. 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 three months ended March 31, 2019 or 2018 . Use of Estimate s The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported and disclosed in the financial statements and accompanying notes. Such significant estimates include, but are not limited to, the determination of the allowances against our accounts receivable; useful lives of intangible assets; impairment assessments on long-lived assets (including goodwill); contingent commissions related to the sale of insurance products; fair value of acquired net assets and contingent consideration in connection with business combinations; the nature and timing of satisfaction of performance obligations and related reserves; fair values of stock-based awards; loss contingencies; and the recognition, measurement and valuation of current and deferred income taxes. Actual results could differ from these estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable, the result of which forms the basis for making judgments about the carrying value of assets and liabilities. For greater detail regarding these accounting policies and estimates, refer to our Form 10-K. Cash and Cash Equivalents and Restricted Cash We consider all highly liquid investments with an initial maturity of three months or less at the date of purchase to be cash equivalents. The fair value of our cash and cash equivalents approximates carrying value. 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 recorded at the invoiced amount, net of allowances, which are based on our historical experience, the aging of our trade receivables, and management judgment. Trade receivables are written off against the allowance when management determines a balance is uncollectible. During the three months ended March 31, 2019 and 2018 , we incurred bad debt expense of $1.1 million and $0.6 million , respectively. Business Combinations We allocate the fair value of the purchase consideration of our acquisitions to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. 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 a combination of up-front, deferred and contingent payments to be made at specified dates subsequent to the date of acquisition. These payments may include a combination of cash and equity. Deferred and contingent payments are included in the purchase consideration based on their fair value as of the acquisition date. Deferred obligations are generally subject to adjustments specified in the underlying purchase agreement related to the seller’s indemnification obligations. Contingent consideration is an obligation to make future payments to the seller contingent upon the achievement of future operational or financial targets. The fair value of these payments is estimated using a probability weighted discount model based on the achievement of the specified targets. The valuation of the net assets acquired as well as certain elements of purchase consideration requires management to make significant estimates and assumptions, especially with respect to future expected cash flows, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable but which are inherently uncertain; and, as a result, actual results may differ from estimates. During the measurement period, we may record adjustments to the assets acquired and liabilities assumed with a corresponding offset to goodwill. Changes to the fair value of contingent payments is reflected in “General and administrative” expenses in the accompanying Condensed Consolidated Statements of Operations. Acquisition costs are expensed as incurred and are included in “General and administrative” expenses in the accompanying Condensed 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. Deferred Revenue For several of our solutions, we invoice our clients in annual, monthly, or quarterly installments in advance of the commencement of the service period. Deferred revenue is recognized when billings are due or payments are received in advance of revenue recognition from our subscription and other services. Accordingly, the deferred revenue balance does not represent the total contract value of annual subscription agreements. Revenue Recognition Revenues are derived from on demand software solutions, professional services and other goods and services. We recognize revenue as we satisfy one or more service obligations under the terms of a contract, generally as control of goods and services are transferred to our clients. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. We include estimates of variable consideration in revenue to the extent that it is probable that a significant reversal of cumulative revenue will not occur. We estimate and accrue a reserve for credits and other adjustments as a reduction to revenue based on several factors, including past history. 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. We generally recognize revenue from subscription fees on a straight-line basis over the access period beginning on the date that we make our service available to the client. Our subscription agreements generally are non-cancellable, have an initial term of one year or longer and are billed either monthly, quarterly or annually in advance. Non-refundable upfront fees billed at the initial order date that are not associated with an upfront service obligation are recognized as revenue on a straight-line basis over the period in which the client is expected to benefit, which we consider to be three years. We recognize revenue from transaction fees in the month the related services are performed based on the amount we have the right to invoice. We offer risk mitigation services to our clients by acting as an insurance agent and derive commission revenue from the sale of insurance products to our clients’ residents. 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 contracts with our underwriting partners provide for contingent commissions to be paid to us in accordance with the agreements. Our estimate of contingent commission revenue considers the variable factors identified in the terms of the applicable agreement. We recognize commissions related to these services as earned ratably over the policy term and insurance commission receivable in “Accounts receivable, less allowances”. Professional and Other Revenue Professional services and other revenues generally consist of the fees we receive for providing implementation and consulting services, submeter equipment and ongoing maintenance of our existing on premise licenses. Professional services are billed either on a time and materials basis or on a fixed price basis, and revenue is recognized over time as we perform the obligation. Professional services are typically sold bundled in a contract with other on demand solutions but may be sold separately. Professional service contracts sold separately generally have terms of one year or less. For bundled arrangements, where we account for individual services as a separate performance obligation, the transaction price is allocated between separate services in the bundle based on their relative standalone selling prices. Other revenues consist primarily of submeter equipment sales that include related installation services. Such sales are considered bundled, and revenue from these bundled sales is recognized in proportion to the number of installed units completed to date as compared to the total contracted number of units to be provided and installed. For all other equipment sales, we generally recognize revenue when control of the hardware has transferred to our client. Revenue recognized for on premise software sales generally consists of annual maintenance renewals on existing term or perpetual license, which is recognized ratably over the service period. Contracts with Multiple Performance Obligations The majority of the contracts we enter into with clients, including multiple contracts entered into at or near the same time with the same client, require us to provide one or more on demand software solutions, professional services and may include equipment. For these contracts, we account for individual performance obligations separately: i) if they are distinct or ii) if the promised obligations represent a series of distinct services that are substantially the same and have the same pattern of transfer to the client. Once we determine the performance obligations, we determine the transaction price, which includes estimating the amount of variable consideration, if any, to be included in the transaction price. For contracts with multiple performance obligations, we allocate the transaction price to the separate performance obligations on a relative standalone selling price basis. The standalone selling prices of our service are estimated using a market assessment approach based on our overall pricing objectives taking into consideration market conditions and other factors including the number of solutions sold, client demographics and the number and types of users within our contracts. Sales, value add, and other taxes we collect from clients and remit to governmental authorities are excluded from revenues. Fair Value Measurements We measure our derivative financial instruments and acquisition-related contingent consideration obligations at fair value at each reporting period using a fair value hierarchy. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: 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 is based on the inputs described above and does not necessarily correspond to our perceived risk of that asset or liability. Moreover, the methods used by us may produce a fair value calculation that is not indicative of the net realizable value or reflective of future fair values. Furthermore, although we believe our 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. Certain financial instruments, which may include cash, cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses are recorded at their carrying amounts, which approximates their fair values due to their short-term nature. We hold an equity investment which does not have a readily determinable fair value. We measure this investment at cost less impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. Recently Adopted Accounting Standards Accounting Standards Update 2016-02 In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The new guidance requires lessees to recognize 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. It also requires disclosure of key information about leasing arrangements to increase transparency and comparability among organizations. We adopted ASU 2016-02 effective January 1, 2019 using the optional transition method provided for in ASU 2018-11, Leases - Targeted Improvements, which eliminated the requirement to restate amounts presented prior to January 1, 2019. We elected the practical expedients permitted under the transition guidance, which allowed us to adopt the guidance without reassessing whether arrangements contain leases, the lease classification and the determination of initial direct costs. The adoption of ASC 842 resulted in the recognition of right-of-use (“ROU”) assets and lease liabilities for operating leases of $73.9 million and $101.5 million , respectively at January 1, 2019 (the “Transition Date”) which included reclassifying deferred rent, lease incentives, and favorable and unfavorable leases associated with our acquisitions as a component of the ROU asset. As of the Transition Date, we had insignificant finance leases. We determine if an arrangement contains a lease at inception. Our ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. For our real estate contracts with lease and non-lease components, we have elected to combine the lease and non-lease components as a single lease component. The implicit rate within our leases are generally not readily determinable, and we use our incremental borrowing rate at the lease commencement date to determine the present value of lease payments. The determination of our incremental borrowing rate requires judgment. We determine our incremental borrowing rate for each lease using our current borrowing rate, adjusted for various factors including collateralization and term to align with the terms of the lease. We have elected not to recognize a lease liability or ROU asset for short-term leases, defined as those which have a term of twelve months or less. Certain of our leases include options to extend the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain we will exercise that option. Subsequent to the Transition Date, we determined we were reasonably certain to renew the building lease for our corporate headquarters, and as a result, we reassessed the classification of the lease and determined the building lease met the criteria of a finance lease under ASC 842. As a result, an operating ROU asset and lease liability of $36.4 million and $58.6 million , respectively, were reclassified and remeasured to a finance ROU asset and lease liability of $58.2 million and $80.4 million , respectively. See Note 6 for additional disclosures related to the impact of adopting the new lease standard . Accounting Standards Update 2017-12 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. Certain of the amendments in this ASU as they relate to cash flow hedges, eliminate the requirement to separately record hedge ineffectiveness currently in earnings. Instead, the entire change in the fair value of the hedging instrument is recorded in Other Comprehensive Income (“OCI”), and amounts deferred in OCI will be reclassified to earnings in the same income statement line item in which the earnings effect of the hedged item is reported. Additionally, this ASU simplifies the hedge documentation and effectiveness assessment requirements under the previous guidance. This ASU must 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. We adopted ASU 2017-12 effective January 1, 2019. As a result of our adoption, we now recognize the entire change in the fair value of our interest rate swaps in OCI. Similar to our treatment of the effective portion of a change in fair value, the ineffective portion is now reclassified into interest expense as interest payments are made on our variable rate debt. Recently Issued Accounting Standards In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. This ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption is permitted. The amendments in this update will be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We are currently evaluating the impact of this ASU on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The amendments in this ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted in fiscal years beginning after December 15, 2018. The amendments in this ASU are to be applied through a cumulative-effect adjustment to retained earnings as of the first reporting period in which the ASU is effective. We are currently evaluating the impact of adopting ASU 2016-13 on our consolidated financial statements. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions 2019 Acquisitions No acquisitions were completed during the three months ended March 31, 2019 . 2018 Acquisitions We completed four acquisitions during fiscal year 2018 . For the acquisitions in the table below, the estimated fair values of assets acquired and liabilities assumed are provisional. 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 allocation of each purchase price, including effects of measurement period adjustments recorded as of March 31, 2019 , is as follows: Date of Acquisition Aggregate Purchase Price Closing Cash Payment, Net of Cash Acquired Net Tangible Assets Acquired (Liabilities Assumed) Identified Intangible Assets Goodwill Recognized (in thousands) ClickPay Services, Inc. April 2018 $ 221,063 $ 138,983 $ (4,550 ) $ 52,700 $ 172,913 Blu Trend, LLC July 2018 $ 8,500 $ 8,500 $ 343 $ 4,270 $ 3,887 LeaseLabs, Inc. September 2018 $ 112,892 $ 84,498 $ 1,188 $ 27,200 $ 84,504 Rentlytics, Inc. October 2018 $ 55,391 $ 47,895 $ 726 $ 12,200 $ 42,465 Purchase consideration for LeaseLabs, Inc. included contingent consideration of up to $9.9 million based on the collection of acquisition date accounts receivable balances during the six -month period after the acquisition date. The fair value of the contingent consideration was $7.0 million on the date of acquisition. The final contingent consideration amount of $6.0 million was paid in April 2019. Refer to Note 13 for additional information regarding our contingent consideration obligation. Deferred Obligations and Contingent Consideration Activity The following table presents changes in the Company’s deferred cash and stock obligations and contingent consideration for the three months ended March 31, 2019 and the year ended December 31, 2018 : Deferred Cash and Stock Obligations Contingent Consideration Total (in thousands) Balance at January 1, 2018 $ 47,016 $ 414 $ 47,430 Additions, net of fair value discount 36,313 7,000 43,313 Cash payments (29,600 ) (247 ) (29,847 ) Accretion expense 1,970 — 1,970 Change in fair value — (1,167 ) (1,167 ) Indemnification claims and other adjustments (3,557 ) — (3,557 ) Balance at December 31, 2018 52,142 6,000 58,142 Cash payments (11,729 ) — (11,729 ) Accretion expense 662 — 662 Indemnification claims and other adjustments (3 ) — (3 ) Balance at March 31, 2019 $ 41,072 $ 6,000 $ 47,072 In May 2019, in connection with our April 2018 acquisitions of NovelPay, LLC (“NovelPay”) and ClickPay Services, Inc. (collectively with NovelPay, “ClickPay”), we issued an aggregate of 154,281 shares of our common stock to certain of the equity holders of ClickPay. These shares are subject to a holdback in respect of indemnification and post-closing purchase price adjustments pursuant to the acquisition agreements. Pro Forma Results of Acquisitions The following table presents unaudited pro forma results of operations for the three months ended March 31, 2018 , as if the aforementioned 2018 acquisitions had occurred as of January 1, 2017 . The pro forma information includes the business combination accounting effects resulting from these acquisitions, including interest expense, tax expense or benefit, issuance of shares of our common stock, 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 the periods presented, or of future results. Three Months Ended (unaudited) (in thousands, except per share amounts) Total revenue $ 216,151 Net income $ 7,888 Net income per share: Basic $ 0.10 Diluted $ 0.09 No pro forma results of operations are presented for the three months ended March 31, 2019 , as no acquisitions were completed during the first quarter of 2019 . |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Disaggregation of Revenue The following table presents our revenues disaggregated by major revenue source. Sales and usage-based taxes are excluded from revenues. Three Months Ended March 31, 2019 2018 (in thousands) On demand Property management $ 49,914 $ 45,319 Resident services 96,804 77,177 Leasing and marketing 44,270 39,416 Asset optimization 35,531 31,388 Total on demand revenue 226,519 193,300 Professional and other 7,787 8,001 Total revenue $ 234,306 $ 201,301 On Demand Revenue We generate the majority of our on demand revenue by licensing software-as-a-service (“SaaS”) solutions to our clients on a subscription basis. Our SaaS solutions are provided pursuant to contractual commitments that typically include a promise that we will stand ready, on a monthly basis, to deliver access to our technology platform over defined service delivery periods. These solutions represent a series of distinct services that are substantially the same and have the same pattern of transfer to the client. Revenue from our SaaS solutions is generally recognized ratably over the term of the arrangement. Consideration for our on demand subscription services consist of fixed, variable and usage-based fees. We invoice a portion of our fees at the initial order date and then monthly or annually thereafter. Subscription fees are generally fixed based on the number of sites and the level of services selected by the client. We sell certain usage-based services, primarily within our property management, resident services and leasing and marketing solutions, to clients based on a fixed rate per transaction. Revenues are calculated based on the number of transactions processed monthly and will vary from month to month based on actual usage of these transaction-based services over the contract term, which is typically one year in duration. The fees for usage-based services are not associated with every distinct service promised in the series of distinct services we provide our clients. As a result, we allocate variable usage-based fees only to the related transactions and recognize them in the month that usage occurs. As part of our resident services offerings, we offer risk mitigation services to our clients by acting as an insurance agent and derive commission revenue from the sale of insurance products to our clients’ residents. The commissions are based upon a percentage of the premium that the insurance company underwriting partners charge to the policyholder and are subject to forfeiture in instances where a policyholder cancels prior to the end of the policy. The overall insurance services we provide represent a single performance obligation that qualifies as a separate series in accordance with the new revenue standard. Our contracts with our underwriting partners also provide for contingent commissions to be paid to us in accordance with the agreements. The contingent commissions are not associated with every distinct service promised in the series of distinct insurance services we provide. We generally accrue and recognize contingent commissions monthly based on estimates of the variable factors identified in the terms of the applicable agreements. Professional Services and Other Revenues Professional services and other revenues generally consist of the fees we receive for providing implementation and consulting services, submeter equipment and ongoing maintenance of our existing on premise licenses. Professional services revenues primarily consist of fees for implementation services, consulting services and training. Professional services are billed either on a fixed rate per hour (time) and materials basis or on a fixed price basis. Professional services are typically sold bundled in a contract with other on demand solutions but may be sold separately. For bundled arrangements, we allocate the transaction price to separate services based on their relative standalone selling prices if a service is separately identifiable from other items in the bundled arrangement and if a client can benefit from it on its own or with other resources readily available to the client. Other revenues consist of submeter equipment sales that include related installation services, sales of other equipment and on premise software sales. Submeter hardware and installation services are considered to be part of a single performance obligation due to the significance of the integration and interdependency of the installation services with the meter equipment. Our typical payment terms for submeter installations require a percentage of the overall transaction price to be paid upfront, with the remainder billed as progress payments. We recognize submeter revenue in proportion to the number of fully installed units completed to date as compared to the total contracted number of units to be provided and installed. For all other equipment sales, we generally recognize revenue when control of the hardware has transferred to our client, which occurs at a point in time, typically upon delivery to the client. The majority of on premise revenue consists of maintenance renewals from clients who renew for an additional one-year term. Maintenance renewal revenue is recognized ratably over the service period based upon the standalone selling price of that service obligation. Contract Balances Contract assets generally consist of amounts recognized as revenue before they can be invoiced to clients or amounts invoiced to clients prior to the period in which the service is provided where the right to payment is subject to conditions other than just the passage of time. These contract assets are included in “Accounts receivable” in the accompanying Condensed Consolidated Financial Statements and related disclosures. Contract liabilities are comprised of billings or payments received from our clients in advance of performance under the contract. We refer to these contract liabilities as “Deferred revenue” in the accompanying Condensed Consolidated Financial Statements and related disclosures. We recognized $74.1 million of revenue during the three months ended March 31, 2019 , which was included in the line “Deferred revenue” in the accompanying Condensed Consolidated Balance Sheet as of the beginning of the period. Contract Acquisition Costs We capitalize certain commissions as incremental costs of obtaining a contract with a client if we expect to recover those costs. The commissions are capitalized and amortized over a period of benefit determined to be three years. Below is a summary of our capitalized commissions costs and their respective locations in the accompanying Condensed Consolidated Balance Sheets: Balance Sheet Location March 31, 2019 December 31, 2018 (in thousands) Capitalized commissions costs - current Other current assets $ 7,761 $ 6,679 Capitalized commissions costs - noncurrent Other assets 8,216 7,757 Total capitalized commissions costs $ 15,977 $ 14,436 During the three months ended March 31, 2019 and 2018 , we amortized commission costs totaling $1.8 million and $0.8 million , respectively. No impairment loss was recognized in relation to these capitalized costs. Remaining Performance Obligations Certain clients commit to purchase our solutions for terms ranging from two to seven years. We expect to recognize approximately $424.8 million of revenue in the future related to performance obligations for on demand contracts with an original duration greater than one year that were unsatisfied or partially unsatisfied as of March 31, 2019 . Our estimate does not include amounts related to: • professional and usage-based services that are billed and recognized based on services performed in a certain period; • amounts attributable to unexercised contract renewals that represent a material right; or • amounts attributable to unexercised client options to purchase services that do not represent a material right. We expect to recognize revenue on approximately 68.6% of the remaining performance obligations over the next 24 months, with the remainder recognized thereafter. Revenue from remaining performance obligations for professional service contracts as of March 31, 2019 was immaterial. |
Property, Equipment and Softwar
Property, Equipment and Software | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment and Software | Property, Equipment, and Software Property, equipment, and software consisted of the following at March 31, 2019 and December 31, 2018 : March 31, 2019 December 31, 2018 (in thousands) Leasehold improvements $ 64,135 $ 63,391 Data processing and communications equipment 71,197 68,015 Furniture, fixtures, and other equipment 34,057 33,840 Software 137,907 131,437 Property, equipment, and software, gross 307,296 296,683 Less: Accumulated depreciation and amortization (153,340 ) (143,155 ) Property, equipment, and software, net $ 153,956 $ 153,528 Depreciation and amortization expense for property, equipment, and purchased software was $7.5 million and $6.9 million for the three months ended March 31, 2019 and 2018 , respectively. The unamortized amount of capitalized software development costs was $57.1 million and $54.9 million at March 31, 2019 and December 31, 2018 , respectively. Amortization expense related to capitalized software development costs totaled $3.2 million and $2.6 million for the three months ended March 31, 2019 and 2018 , respectively. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases We adopted ASU 2016-02 effective January 1, 2019 using the modified retrospective approach. Prior period amounts have not been adjusted and continue to be reported in accordance with our historic accounting under ASC Topic 840. Our leases are primarily comprised of real estate leases of office facilities and equipment under operating leases that expire on various dates through 2033. In May 2015, we entered into a lease agreement for office space located in Richardson, Texas to serve as our 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. The components of lease costs for the three months ended March 31, 2019 were as follows, in thousands: Operating lease cost $ 3,486 Finance lease cost: Depreciation of finance lease asset $ 992 Interest on lease liabilities 1,045 Total finance lease cost $ 2,037 Rent expense for short-term leases in the first quarter of 2019 was not material. Supplemental balance sheet information related to leases at March 31, 2019 , was as follows: Operating leases Finance leases Total leases (in thousands, except lease term and discount rate) Right-of-use assets $ 33,806 $ 57,217 $ 91,023 Lease liabilities, current (1) $ 10,492 $ 3,115 $ 13,607 Lease liabilities, net of current portion 29,283 76,512 105,795 Total lease liabilities $ 39,775 $ 79,627 $ 119,402 Weighted average remaining term (in years) 5.4 14.4 Weighted average discount rate 5.2 % 5.4 % (1) Included in the line “Accrued expenses and other current liabilities” in the accompanying Condensed Consolidated Balance Sheets. Supplemental cash flow information related to leases for the three months ended March 31, 2019 , was as follows, in thousands: Cash payments for lease liabilities within operating activities: Operating leases $ 3,658 Finance leases $ 1,045 At March 31, 2019 , future maturities of lease liabilities due under these lease agreements were as follows for the years ending December 31, in thousands: Operating leases Finance leases Total leases 2019 $ 12,240 $ 7,325 $ 19,565 2020 7,905 7,425 15,330 2021 6,873 7,530 14,403 2022 5,668 7,635 13,303 2023 5,126 7,740 12,866 Thereafter 8,009 78,087 86,096 Total undiscounted lease payments 45,821 115,742 161,563 Present value adjustment (6,046 ) (36,115 ) (42,161 ) Present value of lease payments $ 39,775 $ 79,627 $ 119,402 |
Leases | Leases We adopted ASU 2016-02 effective January 1, 2019 using the modified retrospective approach. Prior period amounts have not been adjusted and continue to be reported in accordance with our historic accounting under ASC Topic 840. Our leases are primarily comprised of real estate leases of office facilities and equipment under operating leases that expire on various dates through 2033. In May 2015, we entered into a lease agreement for office space located in Richardson, Texas to serve as our 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. The components of lease costs for the three months ended March 31, 2019 were as follows, in thousands: Operating lease cost $ 3,486 Finance lease cost: Depreciation of finance lease asset $ 992 Interest on lease liabilities 1,045 Total finance lease cost $ 2,037 Rent expense for short-term leases in the first quarter of 2019 was not material. Supplemental balance sheet information related to leases at March 31, 2019 , was as follows: Operating leases Finance leases Total leases (in thousands, except lease term and discount rate) Right-of-use assets $ 33,806 $ 57,217 $ 91,023 Lease liabilities, current (1) $ 10,492 $ 3,115 $ 13,607 Lease liabilities, net of current portion 29,283 76,512 105,795 Total lease liabilities $ 39,775 $ 79,627 $ 119,402 Weighted average remaining term (in years) 5.4 14.4 Weighted average discount rate 5.2 % 5.4 % (1) Included in the line “Accrued expenses and other current liabilities” in the accompanying Condensed Consolidated Balance Sheets. Supplemental cash flow information related to leases for the three months ended March 31, 2019 , was as follows, in thousands: Cash payments for lease liabilities within operating activities: Operating leases $ 3,658 Finance leases $ 1,045 At March 31, 2019 , future maturities of lease liabilities due under these lease agreements were as follows for the years ending December 31, in thousands: Operating leases Finance leases Total leases 2019 $ 12,240 $ 7,325 $ 19,565 2020 7,905 7,425 15,330 2021 6,873 7,530 14,403 2022 5,668 7,635 13,303 2023 5,126 7,740 12,866 Thereafter 8,009 78,087 86,096 Total undiscounted lease payments 45,821 115,742 161,563 Present value adjustment (6,046 ) (36,115 ) (42,161 ) Present value of lease payments $ 39,775 $ 79,627 $ 119,402 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Changes in the carrying amount of goodwill during the three months ended March 31, 2019 were as follows, in thousands: Balance as of January 1, 2019 $ 1,053,119 Measurement period adjustments (394 ) Balance as of March 31, 2019 $ 1,052,725 Identified intangible assets consisted of the following at March 31, 2019 and December 31, 2018 : March 31, 2019 December 31, 2018 Carrying Amount Accumulated Amortization Net Carrying Amount Accumulated Amortization Net (in thousands) Finite-lived intangible assets: Developed technologies $ 207,638 $ (106,675 ) $ 100,963 $ 207,310 $ (100,445 ) $ 106,865 Client relationships 264,228 (115,052 ) 149,176 264,228 (107,155 ) 157,073 Vendor relationships 5,650 (5,650 ) — 5,650 (5,650 ) — Trade names 22,956 (12,423 ) 10,533 22,956 (10,682 ) 12,274 Non-compete agreements 4,173 (1,593 ) 2,580 4,173 (1,395 ) 2,778 Total finite-lived intangible assets 504,645 (241,393 ) 263,252 504,317 (225,327 ) 278,990 Indefinite-lived intangible assets: Trade names 8,390 — 8,390 8,388 — 8,388 Total intangible assets $ 513,035 $ (241,393 ) $ 271,642 $ 512,705 $ (225,327 ) $ 287,378 Amortization expense related to finite-lived intangible assets was $16.1 million and $13.8 million for the three months ended March 31, 2019 and 2018 , respectively. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt Credit Facility On September 30, 2014 , we entered into an agreement for a secured credit facility to refinance our outstanding revolving loans. The credit facility agreement was subsequently amended during 2016, 2017, and 2018 (inclusive of these amendments, the “Credit Facility”). For more information regarding these amendments, refer to our 2017 and 2018 Form 10-K. The Credit Facility matures on February 27, 2022 , and includes the following: Revolving Facility: The Credit Facility provides $350.0 million in aggregate commitments for revolving loans, with sublimits of $10.0 million for the issuance of letters of credit and $20.0 million for swingline loans (“Revolving Facility”). Term Loan: In February 2016 , we originated a term loan in the original principal amount of $125.0 million under the Credit Facility (“Term Loan”). We made quarterly principal payments of $0.8 million through March 31, 2018 , which increased to $1.5 million beginning on June 30, 2018 , and will increase again to $3.1 million beginning on June 30, 2020 . Delayed Draw Term Loan: In December 2017 , we drew funds of $200.0 million available under the delayed draw term loan (“Delayed Draw Term Loan”). Subsequent to disbursal of the Delayed Draw Term Loan funds, we began making quarterly principal payments on the Delayed Draw Term Loan equal to an initial amount of $1.3 million through March 31, 2018. The quarterly principal payments increased to $2.5 million beginning on June 30, 2018 , and will increase again to $5.0 million beginning on June 30, 2020 . 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. 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. We may prepay the Term Loans in whole or in part at any time, without premium or penalty. Accordion Feature: The Credit Facility also 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 3.50 to 1.00 . At our option, amounts outstanding under the Credit Facility accrue interest at a per annum rate equal to either LIBOR, plus a margin ranging from 1.25% to 2.25% , or the Base Rate, plus a margin ranging from 0.25% to 1.25% (“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. Accrued 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. 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, which limit our and certain of our subsidiaries’ ability to, among other things, incur additional indebtedness or guarantee indebtedness of others; grant liens on our assets; enter into mergers or consolidations; dispose of assets; prepay certain indebtedness; make changes to our governing documents and certain of our agreements; pay dividends and make other distributions on our capital stock and redeem and repurchase our capital stock; make investments, including acquisitions; and enter into transactions with affiliates. Our covenants also include requirements that we comply with the following financial ratios: Consolidated Net Leverage Ratio : The Consolidated Net Leverage Ratio (“Net Leverage Ratio”), defined as a 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, of no greater than 5.00 to 1.00 . Consolidated Interest Coverage Ratio : The Consolidated Interest Coverage Ratio (“Interest Coverage Ratio”), defined as a ratio of the sum of the four previous fiscal quarters’ consolidated EBITDA to our interest expense for the same period, excluding non-cash interest attributable to the Convertible Notes, as defined below, of no less than 3.00 to 1.00 . Consolidated Senior Secured Net Leverage Ratio : The Consolidated Senior Secured Net Leverage Ratio (“Senior Leverage Ratio”), defined as a 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, of no greater than 3.75 to 1.00 . As of March 31, 2019 , we were in compliance with the covenants under our Credit Facility. The Credit Facility contains customary events of default, subject to customary cure periods for certain defaults. In the event of a default, the obligations under the Credit Facility could be accelerated, the applicable interest rate could be increased, the loan commitments could be terminated, our subsidiary guarantors could be required to pay the obligations in full and our lenders would be permitted to exercise remedies with respect to all of the collateral that is securing the Credit Facility. Any such default that is not cured or waived could have a material adverse effect on our liquidity and financial condition. As of March 31, 2019 and December 31, 2018 , we had $350.0 million of available credit under our Revolving Facility and there were no outstanding borrowings. We incur commitment fees on the unused portion of the Revolving Facility. The carrying value of the Revolving Facility approximates its fair value. Unamortized debt issuance costs for the Revolving Facility were $1.2 million and $1.3 million at March 31, 2019 and December 31, 2018 , respectively, and are included in the line “Other assets” in the Condensed Consolidated Balance Sheets. Principal outstanding, and unamortized debt issuance costs for the Term Loans, were as follows at March 31, 2019 and December 31, 2018 : March 31, 2019 December 31, 2018 Term Loan Delayed Draw Term Loan Term Loan Delayed Draw Term Loan (in thousands) Principal outstanding $ 113,457 $ 187,500 $ 114,990 $ 190,000 Unamortized issuance costs (157 ) (553 ) (171 ) (606 ) Unamortized discount (125 ) (330 ) (137 ) (361 ) Carrying value $ 113,175 $ 186,617 $ 114,682 $ 189,033 The fair value of the Term Loans on March 31, 2019 and December 31, 2018 was $294.3 million and $298.9 million , respectively. The fair value 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. Future maturities of principal under the Term Loans are as follows for the years ending December 31, in thousands: Term Loans 2019 $ 12,100 2020 28,232 2021 32,266 2022 228,359 $ 300,957 Convertible Notes In May 2017 , we 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 us 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. 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 our 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. Based on our closing stock price of $60.69 on March 31, 2019 , the if-converted value exceeded the aggregate principal amount of the Convertible Notes by $154.1 million . 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 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, we 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 payments 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 of 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, we 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. During the first quarter of 2019, the closing price of our common stock exceeded 130% of the conversion price of the Convertible Notes for more than 20 trading days during the last 30 consecutive trading days of the quarter, thereby satisfying one of the early conversion events. As a result, the Convertible Notes are convertible at any time during the second quarter of 2019 . Accordingly, as of March 31, 2019 , the carrying amount of the Convertible Notes of $295.9 million was classified as a current liability in the accompanying Condensed Consolidated Balance Sheets . No gain or loss was recognized when the debt became convertible. The net carrying amount of the Convertible Notes at March 31, 2019 and December 31, 2018 , was as follows: March 31, 2019 December 31, 2018 (in thousands) Liability component: Principal amount $ 345,000 $ 345,000 Unamortized discount (43,559 ) (46,235 ) Unamortized debt issuance costs (5,579 ) (5,922 ) $ 295,862 $ 292,843 Equity component, net of issuance costs and deferred tax: $ 61,390 $ 61,390 The estimated fair value of the Convertible Notes at March 31, 2019 and December 31, 2018 was $532.6 million and $441.4 million , respectively. The estimated fair value is based on quoted market prices as of the last trading day for the three months ended March 31, 2019 ; 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 following table sets forth total interest expense related to the Convertible Notes for the three months ended March 31, 2019 and 2018 : Three Months Ended March 31, 2019 2018 (in thousands) Contractual interest expense $ 1,294 $ 1,294 Amortization of debt discount 2,676 2,524 Amortization of debt issuance costs 343 323 $ 4,313 $ 4,141 The effective interest rate of the liability component for the three months ended March 31, 2019 and 2018 was 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 Condensed Consolidated Financial Statements. On May 23, 2017 , we 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 Condensed 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. |
Stock-based Expense
Stock-based Expense | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Expense | Stock-based Expense During the three months ended March 31, 2019 , we made the following grants of time-based restricted stock: Three Months Ended March 31, 2019 Vesting 637,887 Shares vest ratably over a period of twelve quarters beginning on the first day of the second calendar quarter immediately following the grant date. 22,675 Shares fully vested on the first day of the calendar quarter immediately following the grant date. 1,380 Shares vest ratably over a period of four quarters beginning on the first day of the calendar quarter immediately following the grant date. During the three months ended March 31, 2019 , we granted 468,132 shares of restricted stock that become eligible to vest based on the achievement of certain market-based conditions, as described below: Three Months Ended March 31, 2019 Condition to Become Eligible to Vest 11,300 After the grant date and prior to July 1, 2022, the average closing price per share of our common stock equals or exceeds $60.84 for twenty consecutive trading days. 105,733 After the grant date and prior to July 1, 2022, the average closing price per share of our common stock equals or exceeds $60.89 for twenty consecutive trading days. 11,300 After the grant date and prior to July 1, 2022, the average closing price per share of our common stock equals or exceeds $66.92 for twenty consecutive trading days. 105,733 After the grant date and prior to July 1, 2022, the average closing price per share of our common stock equals or exceeds $66.98 for twenty consecutive trading days. 11,300 After the grant date and prior to July 1, 2022, the average closing price per share of our common stock equals or exceeds $73.01 for twenty consecutive trading days. 105,733 After the grant date and prior to July 1, 2022, the average closing price per share of our common stock equals or exceeds $73.07 for twenty consecutive trading days. 11,300 After the grant date and prior to July 1, 2022, the average closing price per share of our common stock equals or exceeds $85.17 for twenty consecutive trading days. 105,733 After the grant date and prior to July 1, 2022, the average closing price per share of our common stock equals or exceeds $85.24 for twenty consecutive trading days. Shares that become eligible to vest, if any, become Eligible Shares. These awards vest ratably over four calendar quarters beginning on the first day of the next calendar quarter immediately following the date on which 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. Grants of restricted stock may be fulfilled through the issuance of previously authorized but unissued common stock shares, or the reissuance of shares held in treasury. All awards were granted under the Amended and Restated 2010 Equity Incentive Plan. We capitalized stock-based expense for software development costs of $0.3 million and $0.2 million for the three months ended March 31, 2019 and 2018 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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 March 31, 2019 or December 31, 2018 . In the ordinary course of our business, we include standard indemnification provisions in our agreements with 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 any 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 March 31, 2019 or December 31, 2018 . 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 our 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. At March 31, 2019 and December 31, 2018 , we had accrued amounts for estimated settlement losses related to legal matters. We do 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, including purported class action lawsuits 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. Other Matters During May 2018 and as disclosed in our Form 10-K for the year ended December 31, 2018, we were the subject of a targeted email phishing campaign that led to a business email compromise, pursuant to which an unauthorized party gained access to an external third party system used by a subsidiary that we acquired in 2017. The incident resulted in the diversion of approximately $6.0 million , net of recovered funds, intended for disbursement to three clients. We immediately restored all funds to the client accounts. We maintain insurance coverage to limit our losses related to criminal and network security events. During January 2019, we received approximately $1.0 million from our primary insurance carrier as a partial repayment toward our losses from the business email compromise. We intend to vigorously pursue repayment of the remaining losses under such insurance coverage. Due to the uncertainty regarding timing and full collectability of the loss, we recorded an allowance of $5.0 million for the remaining amount of the loss during the fourth quarter of 2018. |
Net Income per Share
Net Income per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Income per Share | Net Income per Share Basic net income per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed by using the weighted average number of common shares outstanding, after giving effect to all potential dilutive common shares outstanding during the period. Included within diluted net income per share is 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 443,489 and 659,745 for the three months ended March 31, 2019 and 2018 , respectively, were excluded from the dilutive shares outstanding because their effect was anti-dilutive. For purposes of considering the Convertible Notes in determining diluted net income per share , it is our 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 (the “conversion premium”) in shares of our common stock. Therefore, only the impact of the conversion premium is included in total dilutive weighted average shares outstanding using the treasury stock method. The dilutive effect of the conversion premium for the three months ended March 31, 2019 and 2018 are shown in the table below. The Warrants sold in connection with the issuance of the Convertible Notes are considered to be dilutive when the average price of our common stock during the period exceeds the Warrants’ strike price of $57.58 per share, as described in Note 8 . The effect of the additional shares that may be issued upon exercise of the Warrants is included in total dilutive weighted average shares outstanding using the treasury stock method and, to the extent dilutive, is shown in the table below. The Note Hedges purchased in connection with the issuance of the Convertible Notes are considered to be anti-dilutive and therefore do not impact our calculation of diluted net income per share . Refer to Note 8 for further discussion regarding the Convertible Notes. We exclude common shares subject to a holdback pursuant to business combinations from the calculation of basic weighted average shares outstanding where the release of such shares is contingent upon an event not solely subject to the passage of time. As of March 31, 2019 , there were approximately 196,000 contingently returnable shares related to our acquisitions of ClickPay and BluTrend, which were excluded from the computation of basic net income per share as these shares are subject to sellers’ indemnification obligations and are subject to a holdback. There were no contingently returnable shares as of March 31, 2018 . Dilutive common shares outstanding include the weighted average contingently issuable shares discussed above that are subject to a holdback, as well as the weighted average contingently issuable shares to be issued subject to a holdback on the first anniversary dates of the ClickPay and BluTrend acquisitions. These shares are subject to release to the sellers on the first and second anniversary date of the acquisitions which are contingent on the sellers’ indemnification obligations. The following table presents the calculation of basic and diluted net income per share : Three Months Ended March 31, 2019 2018 (in thousands, except per share amounts) Numerator: Net income $ 11,272 $ 10,901 Denominator: Basic: Weighted average common shares used in computing basic net income per share 91,490 81,166 Diluted: Add weighted average effect of dilutive securities: Stock options and restricted stock 1,509 2,332 Convertible Notes 2,207 1,319 Contingently issuable shares in connection with our acquisitions 355 — Weighted average common shares used in computing diluted net income per share 95,561 84,817 Net income per share: Basic $ 0.12 $ 0.13 Diluted $ 0.12 $ 0.13 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We make estimates and judgments in determining our provision for income taxes for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities that arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. Our provision for income taxes in interim periods is based on our estimated annual effective tax rate. We record cumulative adjustments in the quarter in which a change in the estimated annual effective rate is determined. The estimated annual effective tax rate calculation does not include the effect of discrete events that may occur during the year. The effect of these events, if any, is recorded in the quarter in which the event occurs. Our effective income tax rate was 29.2% and (2.8)% for the three months ended March 31, 2019 and 2018 , respectively. Our effective rate is higher than the statutory rate for the three months ended March 31, 2019, primarily because of the effect of the base erosion and anti-abuse tax (“the BEAT tax”), state taxes and certain non-deductible expenses, offset, in part, by $1.7 million of excess tax benefits from stock-based compensation recognized as discrete items as required by ASU 2016-09. Our effective rate is lower than the statutory rate for the three months ended March 31, 2018 , primarily because of $4.2 million of excess tax benefits from stock-based compensation recognized as discrete items, as required by ASU 2016-09. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets and liabilities measured at fair value on a recurring basis: Interest rate swap agreements: The fair value of our 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. We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. Although the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy. We have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of our interest rate swaps. As a result, we determined that our interest rate swap valuation in its entirety is classified in Level 2 of the fair value hierarchy. Contingent consideration obligation: The fair value of the contingent consideration obligation includes inputs not observable in the market and thus represents a Level 3 measurement. The contingent consideration obligation consists of a potential obligation related to our LeaseLabs acquisition. The amount to be paid under this obligation is contingent upon the achievement of stipulated operational or financial targets by the business subsequent to acquisition. The fair value for our contingent consideration obligation is estimated based on management’s assessment of the probability of achievement of operational or financial targets. The fair value estimate considers the projected future operating or financial results for the factor upon which the respective contingent obligation is dependent. The fair value estimate is 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. The following tables disclose the assets and liabilities measured at fair value on a recurring basis as of March 31, 2019 and December 31, 2018 , by the fair value hierarchy levels as described above: Fair value at March 31, 2019 Total Level 1 Level 2 Level 3 (in thousands) Assets: Interest rate swap agreements $ 590 $ — $ 590 $ — Liabilities: Interest rate swap agreements $ 1,129 $ — $ 1,129 $ — Contingent consideration related to the acquisition of: LeaseLabs 6,000 — — 6,000 Total liabilities measured at fair value $ 7,129 $ — $ 1,129 $ 6,000 Fair value at December 31, 2018 Total Level 1 Level 2 Level 3 (in thousands) Assets: Interest rate swap agreements $ 923 $ — $ 923 $ — Liabilities: Interest rate swap agreements $ 413 $ — $ 413 $ — Contingent consideration related to the acquisition of: LeaseLabs 6,000 — — 6,000 Total liabilities measured at fair value $ 6,413 $ — $ 413 $ 6,000 There were no transfers between Level 1 and Level 2, or between Level 2 and Level 3 measurements during the three months ended March 31, 2019 . Changes in the fair value of Level 3 measurements were as follows for the three months ended March 31, 2019 and 2018 : Three Months Ended March 31, 2019 2018 (in thousands) Balance at beginning of period $ 6,000 $ 414 Settlements through cash payments — (247 ) Net gain on change in fair value — (63 ) Balance at end of period $ 6,000 $ 104 Gains and losses recognized on the change in fair value of our Level 3 measurements are reflected in the line “General and administrative” in the accompanying Condensed Consolidated Statements of Operations. Assets and liabilities measured at fair value on a non-recurring basis: In August 2016, we acquired a $3.0 million noncontrolling interest in CompStak, Inc. (“CompStak”), which is an unrelated company that specializes in the aggregation of commercial lease data. We have elected the measurement alternative for the CompStak equity investment, whereby we measure the investment at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. During the three months ended March 31, 2019 , we recorded a gain of $2.6 million based on an observable price change, which is reflected in the line “Interest expense and other, net” in the accompanying Condensed Consolidated Statements of Operations. The factors considered in the remeasurement included the price at which the investee issued equity instruments similar to those of our investment and the rights and preferences of those equity instruments compared to ours. We concluded that this fair value measurement should be categorized within Level 2. The carrying value of this investment at March 31, 2019 and December 31, 2018 was $5.6 million and $3.0 million , respectively, and is included in “Other assets” in the accompanying Condensed Consolidated Balance Sheets. There were no liabilities measured at fair value on a non-recurring basis at March 31, 2019 and December 31, 2018 . |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity In May 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 2015, 2016 and 2017. This program expired in May 2018 . In October 2018, our board of directors approved a new share repurchase program authorizing the repurchase of up to $100.0 million of our outstanding common stock. The share purchase program is effective through October 25, 2019. Shares repurchased under the plan are retired. There was no repurchase activity during the three months ended March 31, 2019 and 2018 . |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments On March 31, 2016 , we entered into two interest rate swap agreements (collectively the “2016 Swap Agreements”), which are designed to mitigate our exposure to interest rate risk associated with a portion of our variable rate debt. The 2016 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% . On December 24, 2018 , we entered into two interest rate swap agreements (collectively the “2018 Swap Agreements”), which also are designed to mitigate our exposure to interest rate risk associated with a portion of our variable rate debt. The 2018 Swap Agreements cover an aggregate notional amount of $100.0 million from December 2018 to February 2022 by replacing the obligation’s variable rate with a blended fixed rate of 2.57% . We designated both the 2016 and 2018 Swap Agreements (collectively the “Swap Agreements”) as cash flow hedges of interest rate risk. The changes in the fair value of the Swap Agreements are recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects 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. We estimate that during the next twelve months, an additional $0.4 million will be reclassified to earnings as a decrease to interest expense. As of March 31, 2019 , the Swap Agreements were still outstanding. The table below presents the notional and fair value of the Swap Agreements as well as their classification in the Condensed Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018 : Balance Sheet Location Notional Fair Value (in thousands) Derivatives designated as cash flow hedging instruments: Swap agreements as of March 31, 2019 Other assets $ 75,000 $ 590 Swap agreements as of March 31, 2019 Other long-term liabilities $ 100,000 $ 1,129 Swap agreements as of December 31, 2018 Other assets $ 75,000 $ 923 Swap agreements as of December 31, 2018 Other long-term liabilities $ 100,000 $ 413 As of March 31, 2019 , we have not posted any collateral related to the Swap Agreements. If we had breached any of the Swap Agreement’s default provisions at March 31, 2019 , we could have been required to settle our obligations under the Swap Agreements at their termination value of $0.6 million . The tables below present the amount of gains and losses related to the Swap Agreements and their location in the Condensed Consolidated Statements of Operations and the Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2019 and 2018 , in thousands: Derivatives Designated as Cash Flow Hedges Gain (Loss) Recognized in OCI Location of Gain (Loss) Recognized in Income Gain (Loss) Recognized in Income Three months ended March 31, 2019: Swap agreements, net of tax $ (586 ) Interest expense and other $ 220 Three months ended March 31, 2018: Swap agreements, net of tax $ 258 Interest expense and other $ 99 Gains and losses on our cash flow hedges are net of income tax expense (benefit) of $0.2 million and $(0.1) million during the three months ended March 31, 2019 and 2018 , respectively. Cash flows from the Swap Agreements is included within the operating activities in the Condensed Consolidated Statements of Cash Flows, as the Company’s accounting policy is to present cash flows from hedging instruments in the same category as the item being hedged. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 11, 2019 , we acquired substantially all of the assets of LeaseTerm Insurance Group, LLC, a provider of alternatives to traditional renters’ insurance programs and tenant security deposit programs for the multifamily housing industry. Purchase consideration was comprised of $25.9 million of cash paid at closing and deferred cash obligations of up to $2.7 million . The deferred cash obligations are subject to any indemnification claims and will be released in part on the first anniversary of the closing with the remainder released on the second anniversary of the closing. Due to the timing of this acquisition, certain disclosures required by ASC 805, including the allocation of the purchase price, have been omitted because the initial accounting for the business combinations was incomplete as of the filing date of this report. Such information will be included in a subsequent Form 10-Q. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies - (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements and footnotes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. We believe that the disclosures made are appropriate and conform to those rules and regulations, and that the condensed or omitted information is not misleading. The unaudited Condensed Consolidated Financial Statements included herein reflect all adjustments (consisting of normal, recurring adjustments) which are, in the opinion of management, necessary to state fairly the results for the interim periods presented. All intercompany balances and transactions have been eliminated in consolidation. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year. These financial statements should be read in conjunction with the financial statements and the notes thereto included in our Annual Report on Form 10-K filed with the SEC on February 27, 2019 (“Form 10-K”). |
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. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. Our cash accounts are maintained at various high credit, quality financial institutions and may exceed federally insured limits. We have not experienced any losses in such accounts. Substantially all of our accounts receivable are derived from clients in the residential rental housing market. Concentrations of credit risk with respect to accounts receivable and revenue are limited due to a large, diverse customer base. We do not require collateral from clients. We maintain an allowance for doubtful accounts based upon the expected collectability of accounts receivable |
Use of Estimates | Use of Estimate s The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported and disclosed in the financial statements and accompanying notes. Such significant estimates include, but are not limited to, the determination of the allowances against our accounts receivable; useful lives of intangible assets; impairment assessments on long-lived assets (including goodwill); contingent commissions related to the sale of insurance products; fair value of acquired net assets and contingent consideration in connection with business combinations; the nature and timing of satisfaction of performance obligations and related reserves; fair values of stock-based awards; loss contingencies; and the recognition, measurement and valuation of current and deferred income taxes. Actual results could differ from these estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable, the result of which forms the basis for making judgments about the carrying value of assets and liabilities. For greater detail regarding these accounting policies and estimates, refer to our Form 10-K. |
Cash and Cash Equivalents | Cash and Cash Equivalents and Restricted Cash We consider all highly liquid investments with an initial maturity of three months or less at the date of purchase to be cash equivalents. The fair value of our cash and cash equivalents approximates carrying value. |
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 recorded at the invoiced amount, net of allowances, which are based on our historical experience, the aging of our trade receivables, and management judgment. Trade receivables are written off against the allowance when management determines a balance is uncollectible. |
Business Combinations | Business Combinations We allocate the fair value of the purchase consideration of our acquisitions to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. 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 a combination of up-front, deferred and contingent payments to be made at specified dates subsequent to the date of acquisition. These payments may include a combination of cash and equity. Deferred and contingent payments are included in the purchase consideration based on their fair value as of the acquisition date. Deferred obligations are generally subject to adjustments specified in the underlying purchase agreement related to the seller’s indemnification obligations. Contingent consideration is an obligation to make future payments to the seller contingent upon the achievement of future operational or financial targets. The fair value of these payments is estimated using a probability weighted discount model based on the achievement of the specified targets. The valuation of the net assets acquired as well as certain elements of purchase consideration requires management to make significant estimates and assumptions, especially with respect to future expected cash flows, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable but which are inherently uncertain; and, as a result, actual results may differ from estimates. During the measurement period, we may record adjustments to the assets acquired and liabilities assumed with a corresponding offset to goodwill. Changes to the fair value of contingent payments is reflected in “General and administrative” expenses in the accompanying Condensed Consolidated Statements of Operations. Acquisition costs are expensed as incurred and are included in “General and administrative” expenses in the accompanying Condensed 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. |
Deferred Revenue and Revenue Recognition | Deferred Revenue For several of our solutions, we invoice our clients in annual, monthly, or quarterly installments in advance of the commencement of the service period. Deferred revenue is recognized when billings are due or payments are received in advance of revenue recognition from our subscription and other services. Accordingly, the deferred revenue balance does not represent the total contract value of annual subscription agreements. Revenue Recognition Revenues are derived from on demand software solutions, professional services and other goods and services. We recognize revenue as we satisfy one or more service obligations under the terms of a contract, generally as control of goods and services are transferred to our clients. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. We include estimates of variable consideration in revenue to the extent that it is probable that a significant reversal of cumulative revenue will not occur. We estimate and accrue a reserve for credits and other adjustments as a reduction to revenue based on several factors, including past history. 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. We generally recognize revenue from subscription fees on a straight-line basis over the access period beginning on the date that we make our service available to the client. Our subscription agreements generally are non-cancellable, have an initial term of one year or longer and are billed either monthly, quarterly or annually in advance. Non-refundable upfront fees billed at the initial order date that are not associated with an upfront service obligation are recognized as revenue on a straight-line basis over the period in which the client is expected to benefit, which we consider to be three years. We recognize revenue from transaction fees in the month the related services are performed based on the amount we have the right to invoice. We offer risk mitigation services to our clients by acting as an insurance agent and derive commission revenue from the sale of insurance products to our clients’ residents. 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 contracts with our underwriting partners provide for contingent commissions to be paid to us in accordance with the agreements. Our estimate of contingent commission revenue considers the variable factors identified in the terms of the applicable agreement. We recognize commissions related to these services as earned ratably over the policy term and insurance commission receivable in “Accounts receivable, less allowances”. Professional and Other Revenue Professional services and other revenues generally consist of the fees we receive for providing implementation and consulting services, submeter equipment and ongoing maintenance of our existing on premise licenses. Professional services are billed either on a time and materials basis or on a fixed price basis, and revenue is recognized over time as we perform the obligation. Professional services are typically sold bundled in a contract with other on demand solutions but may be sold separately. Professional service contracts sold separately generally have terms of one year or less. For bundled arrangements, where we account for individual services as a separate performance obligation, the transaction price is allocated between separate services in the bundle based on their relative standalone selling prices. Other revenues consist primarily of submeter equipment sales that include related installation services. Such sales are considered bundled, and revenue from these bundled sales is recognized in proportion to the number of installed units completed to date as compared to the total contracted number of units to be provided and installed. For all other equipment sales, we generally recognize revenue when control of the hardware has transferred to our client. Revenue recognized for on premise software sales generally consists of annual maintenance renewals on existing term or perpetual license, which is recognized ratably over the service period. Contracts with Multiple Performance Obligations The majority of the contracts we enter into with clients, including multiple contracts entered into at or near the same time with the same client, require us to provide one or more on demand software solutions, professional services and may include equipment. For these contracts, we account for individual performance obligations separately: i) if they are distinct or ii) if the promised obligations represent a series of distinct services that are substantially the same and have the same pattern of transfer to the client. Once we determine the performance obligations, we determine the transaction price, which includes estimating the amount of variable consideration, if any, to be included in the transaction price. For contracts with multiple performance obligations, we allocate the transaction price to the separate performance obligations on a relative standalone selling price basis. The standalone selling prices of our service are estimated using a market assessment approach based on our overall pricing objectives taking into consideration market conditions and other factors including the number of solutions sold, client demographics and the number and types of users within our contracts. Sales, value add, and other taxes we collect from clients and remit to governmental authorities are excluded from revenues. Disaggregation of Revenue The following table presents our revenues disaggregated by major revenue source. Sales and usage-based taxes are excluded from revenues. Three Months Ended March 31, 2019 2018 (in thousands) On demand Property management $ 49,914 $ 45,319 Resident services 96,804 77,177 Leasing and marketing 44,270 39,416 Asset optimization 35,531 31,388 Total on demand revenue 226,519 193,300 Professional and other 7,787 8,001 Total revenue $ 234,306 $ 201,301 On Demand Revenue We generate the majority of our on demand revenue by licensing software-as-a-service (“SaaS”) solutions to our clients on a subscription basis. Our SaaS solutions are provided pursuant to contractual commitments that typically include a promise that we will stand ready, on a monthly basis, to deliver access to our technology platform over defined service delivery periods. These solutions represent a series of distinct services that are substantially the same and have the same pattern of transfer to the client. Revenue from our SaaS solutions is generally recognized ratably over the term of the arrangement. Consideration for our on demand subscription services consist of fixed, variable and usage-based fees. We invoice a portion of our fees at the initial order date and then monthly or annually thereafter. Subscription fees are generally fixed based on the number of sites and the level of services selected by the client. We sell certain usage-based services, primarily within our property management, resident services and leasing and marketing solutions, to clients based on a fixed rate per transaction. Revenues are calculated based on the number of transactions processed monthly and will vary from month to month based on actual usage of these transaction-based services over the contract term, which is typically one year in duration. The fees for usage-based services are not associated with every distinct service promised in the series of distinct services we provide our clients. As a result, we allocate variable usage-based fees only to the related transactions and recognize them in the month that usage occurs. As part of our resident services offerings, we offer risk mitigation services to our clients by acting as an insurance agent and derive commission revenue from the sale of insurance products to our clients’ residents. The commissions are based upon a percentage of the premium that the insurance company underwriting partners charge to the policyholder and are subject to forfeiture in instances where a policyholder cancels prior to the end of the policy. The overall insurance services we provide represent a single performance obligation that qualifies as a separate series in accordance with the new revenue standard. Our contracts with our underwriting partners also provide for contingent commissions to be paid to us in accordance with the agreements. The contingent commissions are not associated with every distinct service promised in the series of distinct insurance services we provide. We generally accrue and recognize contingent commissions monthly based on estimates of the variable factors identified in the terms of the applicable agreements. Professional Services and Other Revenues Professional services and other revenues generally consist of the fees we receive for providing implementation and consulting services, submeter equipment and ongoing maintenance of our existing on premise licenses. Professional services revenues primarily consist of fees for implementation services, consulting services and training. Professional services are billed either on a fixed rate per hour (time) and materials basis or on a fixed price basis. Professional services are typically sold bundled in a contract with other on demand solutions but may be sold separately. For bundled arrangements, we allocate the transaction price to separate services based on their relative standalone selling prices if a service is separately identifiable from other items in the bundled arrangement and if a client can benefit from it on its own or with other resources readily available to the client. Other revenues consist of submeter equipment sales that include related installation services, sales of other equipment and on premise software sales. Submeter hardware and installation services are considered to be part of a single performance obligation due to the significance of the integration and interdependency of the installation services with the meter equipment. Our typical payment terms for submeter installations require a percentage of the overall transaction price to be paid upfront, with the remainder billed as progress payments. We recognize submeter revenue in proportion to the number of fully installed units completed to date as compared to the total contracted number of units to be provided and installed. For all other equipment sales, we generally recognize revenue when control of the hardware has transferred to our client, which occurs at a point in time, typically upon delivery to the client. The majority of on premise revenue consists of maintenance renewals from clients who renew for an additional one-year term. Maintenance renewal revenue is recognized ratably over the service period based upon the standalone selling price of that service obligation. Contract Balances Contract assets generally consist of amounts recognized as revenue before they can be invoiced to clients or amounts invoiced to clients prior to the period in which the service is provided where the right to payment is subject to conditions other than just the passage of time. These contract assets are included in “Accounts receivable” in the accompanying Condensed Consolidated Financial Statements and related disclosures. Contract liabilities are comprised of billings or payments received from our clients in advance of performance under the contract. We refer to these contract liabilities as “Deferred revenue” in the accompanying Condensed Consolidated Financial Statements and related disclosures. We recognized $74.1 million of revenue during the three months ended March 31, 2019 , which was included in the line “Deferred revenue” in the accompanying Condensed Consolidated Balance Sheet as of the beginning of the period. Contract Acquisition Costs We capitalize certain commissions as incremental costs of obtaining a contract with a client if we expect to recover those costs. The commissions are capitalized and amortized over a period of benefit determined to be three years. Below is a summary of our capitalized commissions costs and their respective locations in the accompanying Condensed Consolidated Balance Sheets: Balance Sheet Location March 31, 2019 December 31, 2018 (in thousands) Capitalized commissions costs - current Other current assets $ 7,761 $ 6,679 Capitalized commissions costs - noncurrent Other assets 8,216 7,757 Total capitalized commissions costs $ 15,977 $ 14,436 During the three months ended March 31, 2019 and 2018 , we amortized commission costs totaling $1.8 million and $0.8 million , respectively. No impairment loss was recognized in relation to these capitalized costs. Remaining Performance Obligations Certain clients commit to purchase our solutions for terms ranging from two to seven years. We expect to recognize approximately $424.8 million of revenue in the future related to performance obligations for on demand contracts with an original duration greater than one year that were unsatisfied or partially unsatisfied as of March 31, 2019 . Our estimate does not include amounts related to: • professional and usage-based services that are billed and recognized based on services performed in a certain period; • amounts attributable to unexercised contract renewals that represent a material right; or • amounts attributable to unexercised client options to purchase services that do not represent a material right. We expect to recognize revenue on approximately 68.6% of the remaining performance obligations over the next 24 months, with the remainder recognized thereafter. Revenue from remaining performance obligations for professional service contracts as of March 31, 2019 was immaterial. |
Fair Value Measurements | Fair Value Measurements We measure our derivative financial instruments and acquisition-related contingent consideration obligations at fair value at each reporting period using a fair value hierarchy. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: 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 is based on the inputs described above and does not necessarily correspond to our perceived risk of that asset or liability. Moreover, the methods used by us may produce a fair value calculation that is not indicative of the net realizable value or reflective of future fair values. Furthermore, although we believe our 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. Certain financial instruments, which may include cash, cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses are recorded at their carrying amounts, which approximates their fair values due to their short-term nature. |
Recently Adopted/Issued Accounting Standards | Recently Adopted Accounting Standards Accounting Standards Update 2016-02 In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The new guidance requires lessees to recognize 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. It also requires disclosure of key information about leasing arrangements to increase transparency and comparability among organizations. We adopted ASU 2016-02 effective January 1, 2019 using the optional transition method provided for in ASU 2018-11, Leases - Targeted Improvements, which eliminated the requirement to restate amounts presented prior to January 1, 2019. We elected the practical expedients permitted under the transition guidance, which allowed us to adopt the guidance without reassessing whether arrangements contain leases, the lease classification and the determination of initial direct costs. The adoption of ASC 842 resulted in the recognition of right-of-use (“ROU”) assets and lease liabilities for operating leases of $73.9 million and $101.5 million , respectively at January 1, 2019 (the “Transition Date”) which included reclassifying deferred rent, lease incentives, and favorable and unfavorable leases associated with our acquisitions as a component of the ROU asset. As of the Transition Date, we had insignificant finance leases. We determine if an arrangement contains a lease at inception. Our ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. For our real estate contracts with lease and non-lease components, we have elected to combine the lease and non-lease components as a single lease component. The implicit rate within our leases are generally not readily determinable, and we use our incremental borrowing rate at the lease commencement date to determine the present value of lease payments. The determination of our incremental borrowing rate requires judgment. We determine our incremental borrowing rate for each lease using our current borrowing rate, adjusted for various factors including collateralization and term to align with the terms of the lease. We have elected not to recognize a lease liability or ROU asset for short-term leases, defined as those which have a term of twelve months or less. Certain of our leases include options to extend the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain we will exercise that option. Subsequent to the Transition Date, we determined we were reasonably certain to renew the building lease for our corporate headquarters, and as a result, we reassessed the classification of the lease and determined the building lease met the criteria of a finance lease under ASC 842. As a result, an operating ROU asset and lease liability of $36.4 million and $58.6 million , respectively, were reclassified and remeasured to a finance ROU asset and lease liability of $58.2 million and $80.4 million , respectively. See Note 6 for additional disclosures related to the impact of adopting the new lease standard . Accounting Standards Update 2017-12 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. Certain of the amendments in this ASU as they relate to cash flow hedges, eliminate the requirement to separately record hedge ineffectiveness currently in earnings. Instead, the entire change in the fair value of the hedging instrument is recorded in Other Comprehensive Income (“OCI”), and amounts deferred in OCI will be reclassified to earnings in the same income statement line item in which the earnings effect of the hedged item is reported. Additionally, this ASU simplifies the hedge documentation and effectiveness assessment requirements under the previous guidance. This ASU must 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. We adopted ASU 2017-12 effective January 1, 2019. As a result of our adoption, we now recognize the entire change in the fair value of our interest rate swaps in OCI. Similar to our treatment of the effective portion of a change in fair value, the ineffective portion is now reclassified into interest expense as interest payments are made on our variable rate debt. Recently Issued Accounting Standards In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. This ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption is permitted. The amendments in this update will be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We are currently evaluating the impact of this ASU on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The amendments in this ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted in fiscal years beginning after December 15, 2018. The amendments in this ASU are to be applied through a cumulative-effect adjustment to retained earnings as of the first reporting period in which the ASU is effective. We are currently evaluating the impact of adopting ASU 2016-13 on our consolidated financial statements. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Allocated Purchase Price | The allocation of each purchase price, including effects of measurement period adjustments recorded as of March 31, 2019 , is as follows: Date of Acquisition Aggregate Purchase Price Closing Cash Payment, Net of Cash Acquired Net Tangible Assets Acquired (Liabilities Assumed) Identified Intangible Assets Goodwill Recognized (in thousands) ClickPay Services, Inc. April 2018 $ 221,063 $ 138,983 $ (4,550 ) $ 52,700 $ 172,913 Blu Trend, LLC July 2018 $ 8,500 $ 8,500 $ 343 $ 4,270 $ 3,887 LeaseLabs, Inc. September 2018 $ 112,892 $ 84,498 $ 1,188 $ 27,200 $ 84,504 Rentlytics, Inc. October 2018 $ 55,391 $ 47,895 $ 726 $ 12,200 $ 42,465 |
Schedule of Business Acquisitions Contingent Consideration | The following table presents changes in the Company’s deferred cash and stock obligations and contingent consideration for the three months ended March 31, 2019 and the year ended December 31, 2018 : Deferred Cash and Stock Obligations Contingent Consideration Total (in thousands) Balance at January 1, 2018 $ 47,016 $ 414 $ 47,430 Additions, net of fair value discount 36,313 7,000 43,313 Cash payments (29,600 ) (247 ) (29,847 ) Accretion expense 1,970 — 1,970 Change in fair value — (1,167 ) (1,167 ) Indemnification claims and other adjustments (3,557 ) — (3,557 ) Balance at December 31, 2018 52,142 6,000 58,142 Cash payments (11,729 ) — (11,729 ) Accretion expense 662 — 662 Indemnification claims and other adjustments (3 ) — (3 ) Balance at March 31, 2019 $ 41,072 $ 6,000 $ 47,072 |
Pro Forma Financial Information | The following table presents unaudited pro forma results of operations for the three months ended March 31, 2018 , as if the aforementioned 2018 acquisitions had occurred as of January 1, 2017 . The pro forma information includes the business combination accounting effects resulting from these acquisitions, including interest expense, tax expense or benefit, issuance of shares of our common stock, 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 the periods presented, or of future results. Three Months Ended (unaudited) (in thousands, except per share amounts) Total revenue $ 216,151 Net income $ 7,888 Net income per share: Basic $ 0.10 Diluted $ 0.09 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents our revenues disaggregated by major revenue source. Sales and usage-based taxes are excluded from revenues. Three Months Ended March 31, 2019 2018 (in thousands) On demand Property management $ 49,914 $ 45,319 Resident services 96,804 77,177 Leasing and marketing 44,270 39,416 Asset optimization 35,531 31,388 Total on demand revenue 226,519 193,300 Professional and other 7,787 8,001 Total revenue $ 234,306 $ 201,301 |
Capitalized Contract Cost | Below is a summary of our capitalized commissions costs and their respective locations in the accompanying Condensed Consolidated Balance Sheets: Balance Sheet Location March 31, 2019 December 31, 2018 (in thousands) Capitalized commissions costs - current Other current assets $ 7,761 $ 6,679 Capitalized commissions costs - noncurrent Other assets 8,216 7,757 Total capitalized commissions costs $ 15,977 $ 14,436 |
Property, Equipment and Softw_2
Property, Equipment and Software (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Components of Property, Equipment and Software | Property, equipment, and software consisted of the following at March 31, 2019 and December 31, 2018 : March 31, 2019 December 31, 2018 (in thousands) Leasehold improvements $ 64,135 $ 63,391 Data processing and communications equipment 71,197 68,015 Furniture, fixtures, and other equipment 34,057 33,840 Software 137,907 131,437 Property, equipment, and software, gross 307,296 296,683 Less: Accumulated depreciation and amortization (153,340 ) (143,155 ) Property, equipment, and software, net $ 153,956 $ 153,528 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Lease, Cost | The components of lease costs for the three months ended March 31, 2019 were as follows, in thousands: Operating lease cost $ 3,486 Finance lease cost: Depreciation of finance lease asset $ 992 Interest on lease liabilities 1,045 Total finance lease cost $ 2,037 Supplemental cash flow information related to leases for the three months ended March 31, 2019 , was as follows, in thousands: Cash payments for lease liabilities within operating activities: Operating leases $ 3,658 Finance leases $ 1,045 |
Assets And Liabilities, Lessee | Supplemental balance sheet information related to leases at March 31, 2019 , was as follows: Operating leases Finance leases Total leases (in thousands, except lease term and discount rate) Right-of-use assets $ 33,806 $ 57,217 $ 91,023 Lease liabilities, current (1) $ 10,492 $ 3,115 $ 13,607 Lease liabilities, net of current portion 29,283 76,512 105,795 Total lease liabilities $ 39,775 $ 79,627 $ 119,402 Weighted average remaining term (in years) 5.4 14.4 Weighted average discount rate 5.2 % 5.4 % (1) Included in the line “Accrued expenses and other current liabilities” in the accompanying Condensed Consolidated Balance Sheets. |
Finance Lease, Liability, Maturity | At March 31, 2019 , future maturities of lease liabilities due under these lease agreements were as follows for the years ending December 31, in thousands: Operating leases Finance leases Total leases 2019 $ 12,240 $ 7,325 $ 19,565 2020 7,905 7,425 15,330 2021 6,873 7,530 14,403 2022 5,668 7,635 13,303 2023 5,126 7,740 12,866 Thereafter 8,009 78,087 86,096 Total undiscounted lease payments 45,821 115,742 161,563 Present value adjustment (6,046 ) (36,115 ) (42,161 ) Present value of lease payments $ 39,775 $ 79,627 $ 119,402 |
Lessee, Operating Lease, Liability, Maturity | At March 31, 2019 , future maturities of lease liabilities due under these lease agreements were as follows for the years ending December 31, in thousands: Operating leases Finance leases Total leases 2019 $ 12,240 $ 7,325 $ 19,565 2020 7,905 7,425 15,330 2021 6,873 7,530 14,403 2022 5,668 7,635 13,303 2023 5,126 7,740 12,866 Thereafter 8,009 78,087 86,096 Total undiscounted lease payments 45,821 115,742 161,563 Present value adjustment (6,046 ) (36,115 ) (42,161 ) Present value of lease payments $ 39,775 $ 79,627 $ 119,402 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Change in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill during the three months ended March 31, 2019 were as follows, in thousands: Balance as of January 1, 2019 $ 1,053,119 Measurement period adjustments (394 ) Balance as of March 31, 2019 $ 1,052,725 |
Other Intangible Assets | Identified intangible assets consisted of the following at March 31, 2019 and December 31, 2018 : March 31, 2019 December 31, 2018 Carrying Amount Accumulated Amortization Net Carrying Amount Accumulated Amortization Net (in thousands) Finite-lived intangible assets: Developed technologies $ 207,638 $ (106,675 ) $ 100,963 $ 207,310 $ (100,445 ) $ 106,865 Client relationships 264,228 (115,052 ) 149,176 264,228 (107,155 ) 157,073 Vendor relationships 5,650 (5,650 ) — 5,650 (5,650 ) — Trade names 22,956 (12,423 ) 10,533 22,956 (10,682 ) 12,274 Non-compete agreements 4,173 (1,593 ) 2,580 4,173 (1,395 ) 2,778 Total finite-lived intangible assets 504,645 (241,393 ) 263,252 504,317 (225,327 ) 278,990 Indefinite-lived intangible assets: Trade names 8,390 — 8,390 8,388 — 8,388 Total intangible assets $ 513,035 $ (241,393 ) $ 271,642 $ 512,705 $ (225,327 ) $ 287,378 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Principal outstanding, and unamortized debt issuance costs for the Term Loans, were as follows at March 31, 2019 and December 31, 2018 : March 31, 2019 December 31, 2018 Term Loan Delayed Draw Term Loan Term Loan Delayed Draw Term Loan (in thousands) Principal outstanding $ 113,457 $ 187,500 $ 114,990 $ 190,000 Unamortized issuance costs (157 ) (553 ) (171 ) (606 ) Unamortized discount (125 ) (330 ) (137 ) (361 ) Carrying value $ 113,175 $ 186,617 $ 114,682 $ 189,033 |
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 2019 $ 12,100 2020 28,232 2021 32,266 2022 228,359 $ 300,957 |
Convertible Debt | The net carrying amount of the Convertible Notes at March 31, 2019 and December 31, 2018 , was as follows: March 31, 2019 December 31, 2018 (in thousands) Liability component: Principal amount $ 345,000 $ 345,000 Unamortized discount (43,559 ) (46,235 ) Unamortized debt issuance costs (5,579 ) (5,922 ) $ 295,862 $ 292,843 Equity component, net of issuance costs and deferred tax: $ 61,390 $ 61,390 The following table sets forth total interest expense related to the Convertible Notes for the three months ended March 31, 2019 and 2018 : Three Months Ended March 31, 2019 2018 (in thousands) Contractual interest expense $ 1,294 $ 1,294 Amortization of debt discount 2,676 2,524 Amortization of debt issuance costs 343 323 $ 4,313 $ 4,141 |
Stock-based Expense (Tables)
Stock-based Expense (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Restricted Stock Activity | During the three months ended March 31, 2019 , we made the following grants of time-based restricted stock: Three Months Ended March 31, 2019 Vesting 637,887 Shares vest ratably over a period of twelve quarters beginning on the first day of the second calendar quarter immediately following the grant date. 22,675 Shares fully vested on the first day of the calendar quarter immediately following the grant date. 1,380 Shares vest ratably over a period of four quarters beginning on the first day of the calendar quarter immediately following the grant date. During the three months ended March 31, 2019 , we granted 468,132 shares of restricted stock that become eligible to vest based on the achievement of certain market-based conditions, as described below: Three Months Ended March 31, 2019 Condition to Become Eligible to Vest 11,300 After the grant date and prior to July 1, 2022, the average closing price per share of our common stock equals or exceeds $60.84 for twenty consecutive trading days. 105,733 After the grant date and prior to July 1, 2022, the average closing price per share of our common stock equals or exceeds $60.89 for twenty consecutive trading days. 11,300 After the grant date and prior to July 1, 2022, the average closing price per share of our common stock equals or exceeds $66.92 for twenty consecutive trading days. 105,733 After the grant date and prior to July 1, 2022, the average closing price per share of our common stock equals or exceeds $66.98 for twenty consecutive trading days. 11,300 After the grant date and prior to July 1, 2022, the average closing price per share of our common stock equals or exceeds $73.01 for twenty consecutive trading days. 105,733 After the grant date and prior to July 1, 2022, the average closing price per share of our common stock equals or exceeds $73.07 for twenty consecutive trading days. 11,300 After the grant date and prior to July 1, 2022, the average closing price per share of our common stock equals or exceeds $85.17 for twenty consecutive trading days. 105,733 After the grant date and prior to July 1, 2022, the average closing price per share of our common stock equals or exceeds $85.24 for twenty consecutive trading days. |
Net Income per Share (Tables)
Net Income per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Net Income Per Share | The following table presents the calculation of basic and diluted net income per share : Three Months Ended March 31, 2019 2018 (in thousands, except per share amounts) Numerator: Net income $ 11,272 $ 10,901 Denominator: Basic: Weighted average common shares used in computing basic net income per share 91,490 81,166 Diluted: Add weighted average effect of dilutive securities: Stock options and restricted stock 1,509 2,332 Convertible Notes 2,207 1,319 Contingently issuable shares in connection with our acquisitions 355 — Weighted average common shares used in computing diluted net income per share 95,561 84,817 Net income per share: Basic $ 0.12 $ 0.13 Diluted $ 0.12 $ 0.13 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of assets and liabilities | The following tables disclose the assets and liabilities measured at fair value on a recurring basis as of March 31, 2019 and December 31, 2018 , by the fair value hierarchy levels as described above: Fair value at March 31, 2019 Total Level 1 Level 2 Level 3 (in thousands) Assets: Interest rate swap agreements $ 590 $ — $ 590 $ — Liabilities: Interest rate swap agreements $ 1,129 $ — $ 1,129 $ — Contingent consideration related to the acquisition of: LeaseLabs 6,000 — — 6,000 Total liabilities measured at fair value $ 7,129 $ — $ 1,129 $ 6,000 Fair value at December 31, 2018 Total Level 1 Level 2 Level 3 (in thousands) Assets: Interest rate swap agreements $ 923 $ — $ 923 $ — Liabilities: Interest rate swap agreements $ 413 $ — $ 413 $ — Contingent consideration related to the acquisition of: LeaseLabs 6,000 — — 6,000 Total liabilities measured at fair value $ 6,413 $ — $ 413 $ 6,000 |
Schedule of change in level 3 fair values | Changes in the fair value of Level 3 measurements were as follows for the three months ended March 31, 2019 and 2018 : Three Months Ended March 31, 2019 2018 (in thousands) Balance at beginning of period $ 6,000 $ 414 Settlements through cash payments — (247 ) Net gain on change in fair value — (63 ) Balance at end of period $ 6,000 $ 104 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Cash flow hedging derivatives on the Balance Sheet | The table below presents the notional and fair value of the Swap Agreements as well as their classification in the Condensed Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018 : Balance Sheet Location Notional Fair Value (in thousands) Derivatives designated as cash flow hedging instruments: Swap agreements as of March 31, 2019 Other assets $ 75,000 $ 590 Swap agreements as of March 31, 2019 Other long-term liabilities $ 100,000 $ 1,129 Swap agreements as of December 31, 2018 Other assets $ 75,000 $ 923 Swap agreements as of December 31, 2018 Other long-term liabilities $ 100,000 $ 413 |
Gain (loss) on Derivatives | The tables below present the amount of gains and losses related to the Swap Agreements and their location in the Condensed Consolidated Statements of Operations and the Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2019 and 2018 , in thousands: Derivatives Designated as Cash Flow Hedges Gain (Loss) Recognized in OCI Location of Gain (Loss) Recognized in Income Gain (Loss) Recognized in Income Three months ended March 31, 2019: Swap agreements, net of tax $ (586 ) Interest expense and other $ 220 Three months ended March 31, 2018: Swap agreements, net of tax $ 258 Interest expense and other $ 99 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Jan. 01, 2019 | Dec. 31, 2018 | |
Schedule Of Significant Accounting Policies [Line Items] | ||||
Property, equipment, and software, net | $ 153,956 | $ 153,528 | ||
Bad debt expense | 1,100 | $ 600 | ||
Right-of-use assets | 33,806 | |||
Present value of lease payments | 39,775 | |||
Right-of-use assets | 57,217 | |||
Present value of lease payments | $ 79,627 | |||
Length of Expected Customer Benefit of License Fees Billed at Initial Order Date | ||||
Schedule Of Significant Accounting Policies [Line Items] | ||||
Expected length of time of benefit from license fees | 3 years | |||
United States | ||||
Schedule Of Significant Accounting Policies [Line Items] | ||||
Property, equipment, and software, net | $ 144,700 | 144,300 | ||
International Subsidiaries | ||||
Schedule Of Significant Accounting Policies [Line Items] | ||||
Property, equipment, and software, net | 9,300 | $ 9,200 | ||
Accounting Standards Update 2016-02 | ||||
Schedule Of Significant Accounting Policies [Line Items] | ||||
Right-of-use assets | (36,400) | $ 73,900 | ||
Present value of lease payments | (58,600) | $ 101,500 | ||
Right-of-use assets | 58,200 | |||
Present value of lease payments | $ 80,400 |
Acquisitions - 2019 Acquisition
Acquisitions - 2019 Acquisitions (Details) - acquisition | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Business Combinations [Abstract] | ||
Number of acquisitions | 0 | 4 |
Acquisitions - 2018 Acquisition
Acquisitions - 2018 Acquisitions (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Apr. 30, 2019USD ($) | Oct. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jul. 31, 2018USD ($) | Apr. 30, 2018USD ($) | Mar. 31, 2019USD ($)acquisition | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($)acquisition | |
Business Acquisition [Line Items] | ||||||||
Number of acquisitions | acquisition | 0 | 4 | ||||||
Goodwill | $ 1,052,725 | $ 1,053,119 | ||||||
Payments of acquisition-related consideration | $ 11,412 | $ 776 | ||||||
ClickPay | ||||||||
Business Acquisition [Line Items] | ||||||||
Total purchase price | $ 221,063 | |||||||
Closing Cash Payment, Net of Cash Acquired | 138,983 | |||||||
Net Tangible Assets Acquired (Liabilities Assumed) | (4,550) | |||||||
Identified Intangible Assets | 52,700 | |||||||
Goodwill | $ 172,913 | |||||||
BluTrend | ||||||||
Business Acquisition [Line Items] | ||||||||
Total purchase price | $ 8,500 | |||||||
Closing Cash Payment, Net of Cash Acquired | 8,500 | |||||||
Net Tangible Assets Acquired (Liabilities Assumed) | 343 | |||||||
Identified Intangible Assets | 4,270 | |||||||
Goodwill | $ 3,887 | |||||||
LeaseLabs | ||||||||
Business Acquisition [Line Items] | ||||||||
Total purchase price | $ 112,892 | |||||||
Closing Cash Payment, Net of Cash Acquired | 84,498 | |||||||
Net Tangible Assets Acquired (Liabilities Assumed) | 1,188 | |||||||
Identified Intangible Assets | 27,200 | |||||||
Goodwill | 84,504 | |||||||
Contingent consideration (up to) | $ 9,900 | |||||||
Deferred cash payment period | 6 months | |||||||
Contingent consideration fair value | $ 7,000 | |||||||
Rentlytics | ||||||||
Business Acquisition [Line Items] | ||||||||
Total purchase price | $ 55,391 | |||||||
Closing Cash Payment, Net of Cash Acquired | 47,895 | |||||||
Net Tangible Assets Acquired (Liabilities Assumed) | 726 | |||||||
Identified Intangible Assets | 12,200 | |||||||
Goodwill | $ 42,465 | |||||||
Subsequent Event | LeaseLabs | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments of acquisition-related consideration | $ 6,000 |
Acquisitions - Schedule of Cont
Acquisitions - Schedule of Contingent Consideration Rollforward (Details) - USD ($) $ in Thousands | May 07, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Deferred Cash and Stock Obligations | |||
Deferred Cash and Stock Obligations Beginning Balance | $ 52,142 | $ 47,016 | |
Additions, net of fair value discount | 36,313 | ||
Cash payments | (11,729) | (29,600) | |
Accretion expense | 662 | 1,970 | |
Change in fair value | 0 | ||
Indemnification claims and other adjustments | (3) | (3,557) | |
Deferred Cash and Stock Obligations Ending Balance | 41,072 | 52,142 | |
Contingent Consideration | |||
Contingent Consideration Beginning Balance | 6,000 | 414 | |
Additions, net of fair value discount | 7,000 | ||
Cash payments | 0 | (247) | |
Accretion expense | 0 | 0 | |
Change in fair value | (1,167) | ||
Indemnification claims and other adjustments | 0 | 0 | |
Contingent Consideration Ending Balance | 6,000 | 6,000 | |
Total | |||
Total Beginning Balance | 58,142 | 47,430 | |
Additions, net of fair value discount | 43,313 | ||
Cash payments | (11,729) | (29,847) | |
Accretion expense | 662 | 1,970 | |
Change in fair value | (1,167) | ||
Indemnification claims and other adjustments | (3) | (3,557) | |
Total Ending Liability | $ 47,072 | $ 58,142 | |
Subsequent Event | NovelPay And ClickPay | |||
Business Acquisition [Line Items] | |||
Shares issued for 2018 acquisitions (in shares) | 154,281 |
Acquisitions - Pro Forma Financ
Acquisitions - Pro Forma Financial Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019acquisition | Mar. 31, 2018USD ($)$ / shares | Dec. 31, 2018acquisition | |
Business Combinations [Abstract] | |||
Total revenue | $ | $ 216,151 | ||
Net income | $ | $ 7,888 | ||
Net income per share: | |||
Basic net income per share (in dollars per share) | $ / shares | $ 0.10 | ||
Diluted net income per share (in dollars per share) | $ / shares | $ 0.09 | ||
Number of acquisitions | acquisition | 0 | 4 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 234,306 | $ 201,301 |
Property management | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 49,914 | 45,319 |
Resident services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 96,804 | 77,177 |
Leasing and marketing | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 44,270 | 39,416 |
Asset optimization | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 35,531 | 31,388 |
Total on demand revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 226,519 | 193,300 |
Professional and other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 7,787 | $ 8,001 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Contract term | Revenues are calculated based on the number of transactions processed monthly and will vary from month to month based on actual usage of these transaction-based services over the contract term, which is typically one year in duration. | |
On demand revenue | $ 74,100,000 | |
Deferred commissions period of benefit | 3 years | |
Amortized commission costs | $ 1,800,000 | $ 800,000 |
Capitalized commissions impairment loss | $ 0 | $ 0 |
Remaining performance obligation percentage | 68.60% | |
Period for satisfying 75% of remaining obligation | 24 months | |
On demand | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Contract term | Certain clients commit to purchase our solutions for terms ranging from two to seven years. | |
Remaining performance obligation | $ 424,800,000 |
Revenue Recognition - Capitaliz
Revenue Recognition - Capitalized Contract Cost (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Revenue from Contract with Customer [Abstract] | ||
Capitalized commissions costs - current | $ 7,761 | $ 6,679 |
Capitalized commissions costs - noncurrent | 8,216 | 7,757 |
Total capitalized commissions costs | $ 15,977 | $ 14,436 |
Property, Equipment and Softw_3
Property, Equipment and Software - Components of Property, Equipment and Software (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and software, gross | $ 307,296 | $ 296,683 |
Less: Accumulated depreciation and amortization | (153,340) | (143,155) |
Property, equipment, and software, net | 153,956 | 153,528 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and software, gross | 64,135 | 63,391 |
Data processing and communications equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and software, gross | 71,197 | 68,015 |
Furniture, fixtures, and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and software, gross | 34,057 | 33,840 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and software, gross | $ 137,907 | $ 131,437 |
Property, Equipment and Softw_4
Property, Equipment and Software - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense for property, equipment and software | $ 7.5 | $ 6.9 | |
Carrying amount of capitalized software development costs | 57.1 | $ 54.9 | |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense for property, equipment and software | $ 3.2 | $ 2.6 |
Leases - Narrative (Details)
Leases - Narrative (Details) | May 31, 2015 |
Headquarters, Richardson, TX | |
Lessee, Lease, Description [Line Items] | |
Lease term of contract | 12 years |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 3,486 |
Finance lease cost: | |
Depreciation of finance lease asset | 992 |
Interest on lease liabilities | 1,045 |
Total finance lease cost | $ 2,037 |
Leases - Assets and Liabilities
Leases - Assets and Liabilities of Lessee (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Operating leases | |
Right-of-use assets | $ 33,806 |
Lease liabilities, current | 10,492 |
Lease liabilities, net of current portion | 29,283 |
Total lease liabilities | $ 39,775 |
Weighted average remaining term (in years) | 5 years 4 months 24 days |
Weighted average discount rate | 5.20% |
Finance leases | |
Right-of-use assets | $ 57,217 |
Lease liabilities, current | 3,115 |
Lease liabilities, net of current portion | 76,512 |
Total lease liabilities | $ 79,627 |
Weighted average remaining term (in years) | 14 years 4 months 24 days |
Weighted average discount rate | 5.40% |
Total leases | |
Right-of-use assets | $ 91,023 |
Lease liabilities, current | 13,607 |
Lease liabilities, net of current portion | 105,795 |
Total lease liabilities | $ 119,402 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating leases | $ 3,658 |
Finance leases | $ 1,045 |
Leases - Schedule of Lease Matu
Leases - Schedule of Lease Maturity (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Operating leases | |
2019 | $ 12,240 |
2020 | 7,905 |
2021 | 6,873 |
2022 | 5,668 |
2023 | 5,126 |
Thereafter | 8,009 |
Total undiscounted lease payments | 45,821 |
Present value adjustment | (6,046) |
Present value of lease payments | 39,775 |
Finance leases | |
2019 | 7,325 |
2020 | 7,425 |
2021 | 7,530 |
2022 | 7,635 |
2023 | 7,740 |
Thereafter | 78,087 |
Total undiscounted lease payments | 115,742 |
Present value adjustment | (36,115) |
Present value of lease payments | 79,627 |
Total leases | |
2019 | 19,565 |
2020 | 15,330 |
2021 | 14,403 |
2022 | 13,303 |
2023 | 12,866 |
Thereafter | 86,096 |
Total undiscounted lease payments | 161,563 |
Present value adjustment | (42,161) |
Present value of lease payments | $ 119,402 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Change in Carrying Amount of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 1,053,119 |
Measurement period adjustments | (394) |
Ending balance | $ 1,052,725 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Identified Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Amount | $ 504,645 | $ 504,317 |
Accumulated Amortization | (241,393) | (225,327) |
Finite-lived intangible assets, net | 263,252 | 278,990 |
Total intangible assets, carrying amount | 513,035 | 512,705 |
Total identified intangible assets, net | 271,642 | 287,378 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 8,390 | 8,388 |
Developed technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Amount | 207,638 | 207,310 |
Accumulated Amortization | (106,675) | (100,445) |
Finite-lived intangible assets, net | 100,963 | 106,865 |
Client relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Amount | 264,228 | 264,228 |
Accumulated Amortization | (115,052) | (107,155) |
Finite-lived intangible assets, net | 149,176 | 157,073 |
Vendor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Amount | 5,650 | 5,650 |
Accumulated Amortization | (5,650) | (5,650) |
Finite-lived intangible assets, net | 0 | 0 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Amount | 22,956 | 22,956 |
Accumulated Amortization | (12,423) | (10,682) |
Finite-lived intangible assets, net | 10,533 | 12,274 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Amount | 4,173 | 4,173 |
Accumulated Amortization | (1,593) | (1,395) |
Finite-lived intangible assets, net | $ 2,580 | $ 2,778 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization | $ 16.1 | $ 13.8 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ / shares in Units, shares in Millions | Jun. 30, 2020USD ($) | Mar. 31, 2019USD ($)$ / shares | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | May 23, 2017USD ($)$ / sharesshares | Feb. 29, 2016USD ($) | Mar. 31, 2019USD ($)$ / sharesday | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | May 31, 2017USD ($) | Sep. 30, 2014USD ($) |
Line of Credit Facility [Line Items] | |||||||||||
Carrying value | $ 300,957,000 | $ 300,957,000 | |||||||||
Ratio of indebtedness | 3.75 | 3.75 | |||||||||
Covenant, interest coverage ratio | 3 | 3 | |||||||||
Convertible notes, net | $ 0 | $ 0 | $ 292,843,000 | ||||||||
Common stock warrants (in shares) | shares | 8.2 | ||||||||||
Purchases of convertible note hedges | $ 62,500,000 | ||||||||||
Proceeds from issuance of warrants | $ 31,500,000 | ||||||||||
Warrants strike price (in dollars per share) | $ / shares | $ 57.58 | ||||||||||
Maximum | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Common stock warrants (in shares) | shares | 8.2 | ||||||||||
Revolving Facility | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Line of credit facility, additional borrowing capacity | 150,000,000 | 150,000,000 | |||||||||
Revolving line of credit facility, available borrowing capacity | 350,000,000 | 350,000,000 | 350,000,000 | ||||||||
Unamortized debt issuance costs | $ (1,200,000) | $ (1,200,000) | (1,300,000) | ||||||||
Revolving Facility | Maximum | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Ratio of indebtedness | 3.50 | 3.50 | |||||||||
Revolving Facility | LIBOR | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Basis spread on interest rate | 1.00% | ||||||||||
Revolving Facility | LIBOR | Minimum | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Basis spread on interest rate | 1.25% | ||||||||||
Revolving Facility | LIBOR | Maximum | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Basis spread on interest rate | 2.25% | ||||||||||
Revolving Facility | Federal Funds Rate | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Basis spread on interest rate | 0.50% | ||||||||||
Revolving Facility | Base Rate | Minimum | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Basis spread on interest rate | 0.25% | ||||||||||
Revolving Facility | Base Rate | Maximum | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Basis spread on interest rate | 1.25% | ||||||||||
Letters of credit | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 350,000,000 | ||||||||||
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 | ||||||||||
Convertible Senior Notes | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Proceeds from borrowings on convertible notes | $ 304,200,000 | ||||||||||
Delayed Draw Term Loan | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Periodic payment | $ 1,500,000 | $ 800,000 | |||||||||
Delayed Draw Term Loan | Line of Credit | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 125,000,000 | ||||||||||
Delayed Draw Term Loan | Line of Credit | Base Rate | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Ratio of indebtedness | 5 | 5 | |||||||||
Delayed Draw Term Loan | Term Loan | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Carrying value | $ 186,617,000 | $ 186,617,000 | 189,033,000 | $ 200,000,000 | |||||||
Periodic principal payment | $ 2,500,000 | $ 1,300,000 | |||||||||
Convertible Senior Notes Due November 2022 | Convertible Senior Notes | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Principal amount | 345,000,000 | $ 345,000,000 | $ 345,000,000 | 345,000,000 | |||||||
Interest rate stated percentage | 1.50% | ||||||||||
Conversion rate, convertible notes | 0.02384 | ||||||||||
Conversion price (in dollars per share) | $ / shares | $ 41.95 | ||||||||||
Long-term debt fair value | 154,100,000 | ||||||||||
Threshold trading days | day | 20 | ||||||||||
Threshold consecutive trading days | day | 30 | ||||||||||
Measurement period threshold trading days | day | 5 | ||||||||||
Measurement period threshold consecutive trading days | day | 5 | ||||||||||
Redemption price (percentage) | 100.00% | ||||||||||
Convertible notes, net | 295,862,000 | $ 295,862,000 | 292,843,000 | $ 282,500,000 | |||||||
Carrying amount of convertible debt equity component | $ 61,390,000 | $ 61,390,000 | 61,390,000 | 62,500,000 | |||||||
Debt issuance costs | $ 9,800,000 | ||||||||||
Effective interest rate of the liability component | 5.87% | 5.87% | 5.87% | ||||||||
Convertible Senior Notes Due November 2022 | Convertible Senior Notes | Minimum | |||||||||||
Line of Credit Facility [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% | ||||||||||
Over-Allotment Option | Convertible Senior Notes | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Principal amount | $ 45,000,000 | ||||||||||
Scenario, Forecast | Delayed Draw Term Loan | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Periodic payment | $ 3,100,000 | ||||||||||
Scenario, Forecast | Delayed Draw Term Loan | Term Loan | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Periodic principal payment | $ 5,000,000 | ||||||||||
Share Price | Convertible Senior Notes Due November 2022 | Convertible Senior Notes | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Debt instrument measurement input | $ / shares | 60.69 | 60.69 | |||||||||
Non recurring | Carrying Value | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Convertible debt fair value | $ 295,900,000 | $ 295,900,000 | |||||||||
Level 2 | Term Loan | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Long-term debt fair value | 294,300,000 | 294,300,000 | 298,900,000 | ||||||||
Level 2 | Convertible Senior Notes | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Convertible debt fair value | $ 532,600,000 | $ 532,600,000 | $ 441,400,000 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||
Carrying value | $ 300,957 | ||
Term Loan | |||
Debt Instrument [Line Items] | |||
Principal outstanding | 113,457 | $ 114,990 | |
Unamortized discount | (157) | (171) | |
Unamortized debt issuance costs | (125) | (137) | |
Carrying value | 113,175 | 114,682 | |
Term Loan | Delayed Draw Term Loan | |||
Debt Instrument [Line Items] | |||
Principal outstanding | 187,500 | 190,000 | |
Unamortized discount | (553) | (606) | |
Unamortized debt issuance costs | (330) | (361) | |
Carrying value | $ 186,617 | $ 189,033 | $ 200,000 |
Debt - Debt Maturities (Details
Debt - Debt Maturities (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
2019 | $ 12,100 |
2020 | 28,232 |
2021 | 32,266 |
2022 | 228,359 |
Total | $ 300,957 |
Debt - Convertible Debt (Detail
Debt - Convertible Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | May 31, 2017 | May 23, 2017 | |
Convertible Debt [Abstract] | |||||
Convertible notes payable, net | $ 0 | $ 292,843 | |||
Convertible Senior Notes | Convertible Senior Notes Due November 2022 | |||||
Convertible Debt [Abstract] | |||||
Principal amount | 345,000 | 345,000 | $ 345,000 | ||
Unamortized discount | (43,559) | (46,235) | |||
Unamortized debt issuance costs | (5,579) | (5,922) | |||
Convertible notes payable, net | 295,862 | 292,843 | $ 282,500 | ||
Equity component | 61,390 | $ 61,390 | $ 62,500 | ||
Interest Expense, Debt [Abstract] | |||||
Contractual interest expense | 1,294 | $ 1,294 | |||
Amortization of debt discount | 2,676 | 2,524 | |||
Amortization of debt issuance costs | 343 | 323 | |||
Interest expense, net | $ 4,313 | $ 4,141 |
Stock-based Expense - Schedule
Stock-based Expense - Schedule of Stock-based Expense (Details) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Performance-Based Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted shares of restricted stock (in shares) | 468,132 |
Performance-Based Restricted Stock | Vesting condition 1 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted shares of restricted stock (in shares) | 11,300 |
Number of consecutive trading days required to calculate average price per share (in days) | 20 days |
Minimum price per common stock for vesting eligibility (in dollars per share) | $ / shares | $ 60.84 |
Performance-Based Restricted Stock | Vesting condition 2 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted shares of restricted stock (in shares) | 105,733 |
Number of consecutive trading days required to calculate average price per share (in days) | 20 days |
Minimum price per common stock for vesting eligibility (in dollars per share) | $ / shares | $ 60.89 |
Performance-Based Restricted Stock | Vesting condition 3 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted shares of restricted stock (in shares) | 11,300 |
Number of consecutive trading days required to calculate average price per share (in days) | 20 days |
Minimum price per common stock for vesting eligibility (in dollars per share) | $ / shares | $ 66.92 |
Performance-Based Restricted Stock | Vesting condition 4 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted shares of restricted stock (in shares) | 105,733 |
Number of consecutive trading days required to calculate average price per share (in days) | 20 days |
Minimum price per common stock for vesting eligibility (in dollars per share) | $ / shares | $ 66.98 |
Performance-Based Restricted Stock | Vesting condition 5 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted shares of restricted stock (in shares) | 11,300 |
Number of consecutive trading days required to calculate average price per share (in days) | 20 days |
Minimum price per common stock for vesting eligibility (in dollars per share) | $ / shares | $ 73.01 |
Performance-Based Restricted Stock | Vesting condition 6 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted shares of restricted stock (in shares) | 105,733 |
Number of consecutive trading days required to calculate average price per share (in days) | 20 days |
Minimum price per common stock for vesting eligibility (in dollars per share) | $ / shares | $ 73.07 |
Performance-Based Restricted Stock | Vesting Condition 7 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted shares of restricted stock (in shares) | 11,300 |
Number of consecutive trading days required to calculate average price per share (in days) | 20 days |
Minimum price per common stock for vesting eligibility (in dollars per share) | $ / shares | $ 85.17 |
Performance-Based Restricted Stock | Vesting Condition 8 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted shares of restricted stock (in shares) | 105,733 |
Number of consecutive trading days required to calculate average price per share (in days) | 20 days |
Minimum price per common stock for vesting eligibility (in dollars per share) | $ / shares | $ 85.24 |
2010 Equity Incentive Plan | Restricted Stock | Vesting condition 1 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted shares of restricted stock (in shares) | 637,887 |
Vesting period (in years) | 3 years |
2010 Equity Incentive Plan | Restricted Stock | Vesting condition 2 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted shares of restricted stock (in shares) | 22,675 |
2010 Equity Incentive Plan | Restricted Stock | Vesting condition 3 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted shares of restricted stock (in shares) | 1,380 |
Vesting period (in years) | 1 year |
Stock-based Expense Narrative (
Stock-based Expense Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based expense | $ (0.3) | $ (0.2) |
Performance-Based Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted shares of restricted stock (in shares) | 468,132 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 1 Months Ended | ||
Jan. 31, 2019USD ($) | May 31, 2018USD ($)customer | Dec. 31, 2018USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |||
Client funds diverted | $ 6 | ||
Number of clients impacted | customer | 3 | ||
Proceeds from insurance settlement | $ 1 | ||
Receivable valuation allowance | $ 5 |
Net Income per Share - Addition
Net Income per Share - Additional Information (Details) - $ / shares | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | May 23, 2017 | |
Earnings Per Share [Abstract] | |||
Shares excluded from dilutive shares outstanding because their effect was anti-dilutive (in shares) | (443,489) | (659,745) | |
Warrants strike price (in dollars per share) | $ 57.58 | ||
ClickPay | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Contingently issuable shares (in shares) | 196,000 |
Net Income per Share - Calculat
Net Income per Share - Calculation of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator: | ||
Net income | $ 11,272 | $ 10,901 |
Basic: | ||
Weighted average common shares used in computing basic net income per share (in shares) | 91,490 | 81,166 |
Add weighted average effect of dilutive securities: | ||
Stock options and restricted stock (in shares) | 1,509 | 2,332 |
Convertible Notes (in shares) | 2,207 | 1,319 |
Contingently issuable shares in connection with our acquisitions (in shares) | 355 | 0 |
Weighted average common shares used in computing diluted net income per share (in shares) | 95,561 | 84,817 |
Net income per share: | ||
Basic (in dollars per share) | $ 0.12 | $ 0.13 |
Diluted (in dollars per share) | $ 0.12 | $ 0.13 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate reconciliation (percent) | 29.20% | (2.80%) |
Excess tax benefit amount | $ 1.7 | $ 4.2 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Contingent Consideration | Level 3 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Liabilities measured at fair value | $ 6,000 | $ 6,000 | $ 104 | $ 414 |
Recurring | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Liabilities measured at fair value | 7,129 | 6,413 | ||
Recurring | Level 1 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Liabilities measured at fair value | 0 | 0 | ||
Recurring | Level 2 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Liabilities measured at fair value | 1,129 | 413 | ||
Recurring | Level 3 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Liabilities measured at fair value | 6,000 | 6,000 | ||
Recurring | Contingent Consideration | LeaseLabs | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Liabilities measured at fair value | 6,000 | 6,000 | ||
Recurring | Contingent Consideration | LeaseLabs | Level 1 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Liabilities measured at fair value | 0 | 0 | ||
Recurring | Contingent Consideration | LeaseLabs | Level 2 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Liabilities measured at fair value | 0 | 0 | ||
Recurring | Contingent Consideration | LeaseLabs | Level 3 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Liabilities measured at fair value | 6,000 | 6,000 | ||
Recurring | Interest rate swap agreements | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Assets measured at fair value | 590 | 923 | ||
Liabilities measured at fair value | 1,129 | 413 | ||
Recurring | Interest rate swap agreements | Level 1 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Assets measured at fair value | 0 | 0 | ||
Liabilities measured at fair value | 0 | 0 | ||
Recurring | Interest rate swap agreements | Level 2 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Assets measured at fair value | 590 | 923 | ||
Liabilities measured at fair value | 1,129 | 413 | ||
Recurring | Interest rate swap agreements | Level 3 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Assets measured at fair value | 0 | 0 | ||
Liabilities measured at fair value | $ 0 | $ 0 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Level 3 Fair Values (Details) - Level 3 - Contingent Consideration - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $ 6,000 | $ 414 |
Settlements through cash payments | 0 | (247) |
Net gain on change in fair value | 0 | (63) |
Balance at end of period | $ 6,000 | $ 104 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - Compstak - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2018 | Aug. 31, 2016 | |
Convertible Preferred Stock | Other Assets | Series A-1 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Carrying value of investment | $ 5.6 | $ 3 | $ 3 |
Level 2 | Non recurring | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Investment gain | $ 2.6 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
May 31, 2014 | Mar. 31, 2019 | Mar. 31, 2018 | Oct. 31, 2018 | |
Class of Stock [Line Items] | ||||
Authorized amount of common stock repurchase | $ 50,000,000 | $ 100,000,000 | ||
Number of shares repurchased (in shares) | 0 | 0 | ||
Common Stock | ||||
Class of Stock [Line Items] | ||||
Repurchase period (in years) | 1 year |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 24, 2018USD ($)derivative_instrument | Mar. 31, 2016USD ($)derivative_instrument | |
Reclassification out of AOCI | ||||
Derivative [Line Items] | ||||
Cash flow hedge gain (loss) to be reclassified within twelve months | $ 400 | |||
Interest rate swap agreements | ||||
Derivative [Line Items] | ||||
Number of derivative instruments | derivative_instrument | 2 | 2 | ||
Blended fixed interest rate percentage | 2.57% | 0.89% | ||
Contract termination value | (600) | |||
Other Assets | Interest rate swap agreements | ||||
Derivative [Line Items] | ||||
Notional amount | $ 75,000 | |||
Other long-term liabilities | Interest rate swap agreements | ||||
Derivative [Line Items] | ||||
Notional amount | $ 100,000 | |||
Derivative Financial Instruments | Recurring | Other Assets | Level 2 | Interest rate swap agreements | ||||
Derivative [Line Items] | ||||
Notional amount | 75,000 | $ 75,000 | ||
Derivative Financial Instruments | Recurring | Other long-term liabilities | Level 2 | Interest rate swap agreements | ||||
Derivative [Line Items] | ||||
Notional amount | $ 100,000 | $ 100,000 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Gain (Loss) on Derivatives (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 24, 2018 | Mar. 31, 2016 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Cash flow hedge, gain (loss), tax | $ 200 | ||||
Net income | $ 11,272 | 10,901 | |||
Cash flow hedges, effect of tax | (100) | ||||
Interest rate swaps | Cash flow hedges | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Gain (Loss) Recognized in OCI | (586) | ||||
Gain (Loss) Recognized in OCI | 258 | ||||
Interest Expense and Other | Interest rate swaps | Cash flow hedges | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Gain (Loss) Recognized in Income | 220 | ||||
Gain (Loss) Recognized in Income | $ 99 | ||||
Other Assets | Interest rate swaps | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Notional amount | $ 75,000 | ||||
Other Assets | Level 2 | Derivative Financial Instruments | Recurring | Interest rate swaps | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Notional amount | 75,000 | $ 75,000 | |||
Fair Value | 590 | 923 | |||
Other long-term liabilities | Interest rate swaps | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Notional amount | $ 100,000 | ||||
Other long-term liabilities | Level 2 | Derivative Financial Instruments | Recurring | Interest rate swaps | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Notional amount | 100,000 | 100,000 | |||
Fair Value | $ 1,129 | $ 413 |
Subsequent Events - Narrative
Subsequent Events - Narrative (Details) - Lease Term Insurance Group LLC - Subsequent Event $ in Millions | Apr. 11, 2019USD ($) |
Subsequent Event [Line Items] | |
Closing Cash Payment, Net of Cash Acquired | $ 25.9 |
Deferred obligation | $ 2.7 |
Uncategorized Items - rp-201903
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 2,221,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 0 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 2,221,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (25,000) |
AOCI Attributable to Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 25,000 |