UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
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| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2019
or
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| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-34846
RealPage, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 75-2788861 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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| 2201 Lakeside Boulevard | | 75082-4305 |
| Richardson | , | Texas | | |
| (Address of principal executive offices) | | (Zip Code) |
(972) 820-3000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: |
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.001 par value | RP | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): |
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| Large accelerated filer | ☒ | | | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | | | Smaller reporting company | ☐ |
| | | | | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. |
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| Class | | July 24, 2019 |
| Common Stock, $0.001 par value | | 94,759,239 |
Explanatory Note
This Amendment No. 1 on Form 10-Q/A (this "Amended Filing") amends our Quarterly Report on Form 10-Q for the period ended June 30, 2019 filed on August 9, 2019 (the "Original Filing"). The purpose of this Amendment No.1 is to revise Part I, Item 4 of the Original Filing to reflect management’s conclusion that our disclosure controls and procedures were not effective at June 30, 2019 due to a material weakness in our internal control over financial reporting identified subsequent to the filing of the Original Filing. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, we are also filing currently dated certifications by our Chief Executive Officer and Chief Financial Officer. The material weakness did not result in any financial statement modifications and there have been no changes to our previously disclosed financial results.
Subsequent to the filing of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, the Public Company Accounting Oversight Board (“PCAOB”) conducted an inspection of Ernst & Young LLP’s (“EY”) audit of the Company’s consolidated financial statements for the year ended December 31, 2018. In connection with this inspection, EY performed additional testing related to certain controls pertaining to our information technology (“IT”) systems and subsequently requested a reevaluation by management of those controls. As a result of this reevaluation, management identified, and we concluded, that certain individual control deficiencies over our information technology general controls (“ITGCs”), when viewed in combination, aggregated to a material weakness as of December 31, 2018. Specifically, we did not maintain effective controls over user access to certain IT systems and related changes to IT programs and data.
Except as described above, this Amended Filing does not modify, amend or update in any way the financial statements and other disclosures set forth in our Original Filing and does not intend to reflect any information or events subsequent to the filing date of the Original Filing. As such, the Company’s unaudited consolidated financial statements as of and for the six months ended June 30, 2019, which were included in the Original Filing, have not changed as a result of the identification of the material weakness. This Amended Filing should be read in conjunction with the Original Filing and our reports filed with the U.S. Securities and Exchange Commission (“SEC”) subsequent to the Original Filing, including any amendments to those filings.
PART I—FINANCIAL INFORMATION
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Pursuant to Rule 13a-15(b) and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation, with the participation of our management, and under the supervision of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined under Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2019. At the time our Quarterly Report on Form 10-Q for the six-month period ended June 30, 2019 was filed on August 9, 2019, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2019. Subsequent to that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2019 because of certain individual control deficiencies related to our information technology general controls (“ITGCs”) that, when viewed in combination, aggregated to a material weakness in internal control over financial reporting. Specifically, we did not maintain effective controls over user access to certain IT systems and related changes to IT programs and data, and, as a result, the effective functioning of certain process-level automated and IT-dependent controls may have been affected. Management’s assessment of the effectiveness of our disclosure controls and procedures is expressed at the level of reasonable assurance because management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives.
Remediation Plan
Upon identifying the individual control deficiencies, management has been taking actions to remediate the deficiencies that in combination resulted in the material weakness and to improve the design and effectiveness of our ITGCs. The remedial activities include the following:
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| • | Expanding the management and governance over IT system controls. |
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| • | Implementing enhanced process controls around internal user access management including provisioning, removal, and periodic review. |
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| • | Further restricting privileged access and improving segregation of duties within IT environments based on roles and responsibilities. |
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| • | Strengthening the security environment around certain applications, IT programs or databases. |
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| • | Strengthening internal user authentication mechanisms following established policy requirements. |
We have completed certain of such remediation activities as of the date of this Amended Filing and believe that we have strengthened our ITGCs to address the identified material weakness. However, control weaknesses are not considered remediated until new internal controls have been operational for a period of time, are tested, and management concludes that these controls are operating effectively. We will continue to monitor the effectiveness of these remediation measures, and we will make any changes to the design of this plan and take such other actions that we deem appropriate given the circumstances. We expect to complete the remediation process by the end of the fourth quarter of 2019.
Changes in Internal Controls
Other than the material weakness described in this Item 4., there were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations of Internal Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
PART II—OTHER INFORMATION
Item 6. Exhibits
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| Exhibit | | | | Incorporated by Reference | | Included |
| Number | | Exhibit Description | | Form | | Date | | Number | | Herewith |
| | Amended and Restated Certificate of Incorporation of the Registrant, as amended | | 10-Q | | 8/6/2018 | | 3.1 | | |
| | Amended and Restated Bylaws of the Registrant | | S-1/A | | 7/26/2010 | | 3.4 | | |
| | Form of Common Stock certificate of the Registrant | | S-1/A | | 7/26/2010 | | 4.1 | | |
| | Shareholders’ Agreement among the Registrant and certain stockholders, dated December 1, 1998, as amended July 16, 1999 and November 3, 2000 | | S-1 | | 4/29/2010 | | 4.2 | | |
| | Second Amended and Restated Registration Rights Agreement among the Registrant and certain stockholders, dated February 22, 2008 | | S-1 | | 4/29/2010 | | 4.3 | | |
| | Indenture between the Registrant and Wells Fargo Bank, National Association, dated May 23, 2017 | | 10-Q | | 8/4/2017 | | 4.4 | | |
| | Form of Global Note to represent the 1.50% Convertible Senior Notes due 2022, of the Registrant | | 10-Q | | 8/4/2017 | | 4.5 | | |
| | Form of Warrant Confirmation in connection with 1.50% Convertible Senior Notes due 2022, of the Registrant | | 10-Q | | 8/4/2017 | | 4.6 | | |
| | Form of Call Option Confirmation in connection with 1.50% Convertible Senior Notes due 2022, of the Registrant | | 10-Q | | 8/4/2017 | | 4.7 | | |
| | Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | | | | | X |
| | Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | | | | | X |
| | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | | | | | | | | X |
| | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | | | | | | | | X |
| 101.INS | | Instance - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | | | | | | | |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema | | | | | | | | X |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation | | | | | | | | X |
| 101.LAB | | Inline XBRL Taxonomy Extension Labels | | | | | | | | X |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation | | | | | | | | X |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition | | | | | | | | X |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | | | | | | | X |
* Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: November 4, 2019
RealPage, Inc.
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| By: | | /s/ Thomas C. Ernst, Jr. |
| | | Thomas C. Ernst, Jr. |
| | | Executive Vice President, Chief Financial Officer and Treasurer |
