Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 14, 2020 | Jun. 30, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-34846 | ||
Entity Registrant Name | RealPage, Inc | ||
Entity Central Index Key | 0001286225 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 75-2788861 | ||
Entity Address, Address Line One | 2201 Lakeside Blvd. | ||
Entity Address, City or Town | Richardson | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75082-4305 | ||
City Area Code | 972 | ||
Local Phone Number | 820-3000 | ||
Title of 12(b) Security | Common Stock, $0.001 par value | ||
Trading Symbol | RP | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4,720,745,556 | ||
Entity Common Stock, Shares Outstanding | 94,689,393 | ||
Documents Incorporated by Reference | Portions of the Registrant’s definitive proxy statement for its 2020 Annual Meeting of Stockholders to be filed within 120 days of the Registrant’s fiscal year ended December 31, 2019 are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The discussion of historical items and year-to-year comparisons between 2018 and 2017 in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on February 27, 2019 and amended on November 5, 2019, are incorporated by reference into Part II of this Annual Report on Form 10-K. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 197,154 | $ 228,159 |
Restricted cash | 243,323 | 154,599 |
Accounts receivable, less allowances of $10,271 and $8,850 at December 31, 2019 and 2018, respectively | 143,127 | 123,596 |
Prepaid expenses | 24,539 | 19,214 |
Other current assets | 27,387 | 15,185 |
Total current assets | 635,530 | 540,753 |
Property, equipment, and software, net | 163,282 | 153,528 |
Right-of-use assets | 121,941 | |
Goodwill | 1,611,749 | 1,053,119 |
Intangible assets, net | 372,996 | 287,378 |
Deferred tax assets, net | 33,812 | 42,602 |
Other assets | 30,507 | 20,393 |
Total assets | 2,969,817 | 2,097,773 |
Current liabilities: | ||
Accounts payable | 40,092 | 25,312 |
Accrued expenses and other current liabilities | 89,038 | 95,482 |
Current portion of deferred revenue | 134,148 | 120,704 |
Current portion of term loans | 18,750 | 16,133 |
Customer deposits held in restricted accounts | 243,316 | 154,601 |
Total current liabilities | 525,344 | 412,232 |
Deferred revenue | 4,793 | 4,902 |
Revolving facility | 230,000 | 0 |
Term loans, net | 575,313 | 287,582 |
Convertible notes, net | 305,188 | 292,843 |
Lease liabilities, net of current portion | 133,313 | |
Other long-term liabilities | 22,940 | 37,190 |
Total liabilities | 1,796,891 | 1,034,749 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value: 10,000,000 shares authorized and zero shares issued and outstanding at December 31, 2019 and 2018, respectively | 0 | 0 |
Common stock, $0.001 par value: 250,000,000 and 125,000,000 shares authorized, 96,100,296 and 95,991,162 shares issued and 94,744,157 and 93,650,127 shares outstanding at December 31, 2019 and 2018, respectively | 96 | 96 |
Additional paid-in capital | 1,222,356 | 1,187,683 |
Treasury stock, at cost: 1,356,139 and 2,341,035 shares at December 31, 2019 and 2018, respectively | (39,483) | (65,470) |
Accumulated deficit | (7,695) | (58,793) |
Accumulated other comprehensive loss | (2,348) | (492) |
Total stockholders’ equity | 1,172,926 | 1,063,024 |
Total liabilities and stockholders’ equity | $ 2,969,817 | $ 2,097,773 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 10,271 | $ 8,850 |
Preferred stock, par value (in dollars per share) | $ 1 | $ 1 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued, (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, shares authorized (in shares) | 250,000,000 | 125,000,000 |
Common stock, shares issued (in shares) | 96,100,296 | 95,991,162 |
Common stock, shares outstanding (in shares) | 94,744,157 | 93,650,127 |
Treasury stock (in shares) | 1,356,139 | 2,341,035 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue: | |||
Total revenue | $ 988,136 | $ 869,480 | $ 670,963 |
Cost of revenue | 385,712 | 328,382 | 258,135 |
Amortization of product technologies | 40,461 | 35,797 | 22,163 |
Gross profit | 561,963 | 505,301 | 390,665 |
Operating expenses: | |||
Product development | 112,222 | 118,525 | 89,452 |
Sales and marketing | 193,962 | 166,607 | 140,473 |
General and administrative | 123,056 | 118,208 | 112,975 |
Amortization of intangible assets | 40,303 | 35,911 | 17,755 |
Total operating expenses | 469,543 | 439,251 | 360,655 |
Operating income | 92,420 | 66,050 | 30,010 |
Interest expense and other, net | (31,862) | (31,750) | (14,769) |
Income before income taxes | 60,558 | 34,300 | 15,241 |
Income tax expense (benefit) | 2,350 | (425) | 14,864 |
Net income | $ 58,208 | $ 34,725 | $ 377 |
Net income per share attributable to common stockholders: | |||
Basic (in dollars per share) | $ 0.63 | $ 0.40 | $ 0 |
Diluted (in dollars per share) | $ 0.60 | $ 0.38 | $ 0 |
Weighted average common shares outstanding: | |||
Basic (in shares) | 92,017 | 87,290 | 79,433 |
Diluted (in shares) | 96,282 | 91,531 | 82,398 |
On demand | |||
Revenue: | |||
Total revenue | $ 953,576 | $ 833,709 | $ 642,622 |
Professional and other | |||
Revenue: | |||
Total revenue | 34,560 | 35,771 | 28,341 |
Service | |||
Revenue: | |||
Total revenue | $ 988,136 | $ 869,480 | $ 670,963 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 58,208 | $ 34,725 | $ 377 |
Other comprehensive (loss) income: | |||
Unrealized (loss) gain on derivative instruments, net of tax | (1,233) | ||
Unrealized (loss) gain on derivative instruments, net of tax | 61 | 318 | |
Reclassification adjustment for gains included in earnings on derivative instruments, net of tax | (477) | ||
Reclassification adjustment for gains included in earnings on derivative instruments, net of tax | (613) | (77) | |
Foreign currency translation adjustment | (171) | (183) | 55 |
Other comprehensive (loss) income, net of tax | (1,881) | (735) | 296 |
Comprehensive income | $ 56,327 | $ 33,990 | $ 673 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Treasury Stock |
Beginning Balance (in shares) at Dec. 31, 2016 | 86,062,000 | 4,975,000 | ||||
Beginning Balance at Dec. 31, 2016 | $ 384,763 | $ 86 | $ 534,348 | $ (53) | $ (119,260) | $ (30,358) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock option exercises (in shares) | 1,344,569 | 991,000 | (354,000) | |||
Stock option exercises | $ 27,014 | $ 1 | 27,013 | $ 0 | ||
Issuance of restricted stock (in shares) | 100,000 | (1,795,000) | ||||
Issuance of restricted stock | 0 | (2) | $ 2 | |||
Treasury stock purchased, at cost (in shares) | 1,147,000 | |||||
Treasury stock purchased, at cost | (30,904) | $ (30,904) | ||||
Stock-based compensation | 46,146 | 46,146 | ||||
Other comprehensive income - derivative instruments | 241 | 241 | ||||
Foreign currency translation | 55 | 55 | ||||
Equity component of convertible notes, net of issuance costs and deferred tax | 61,390 | 61,390 | ||||
Purchases of convertible note hedges | (62,549) | (62,549) | ||||
Issuance of warrants | 31,499 | 31,499 | ||||
Net income | 377 | 377 | ||||
Ending Balance (in shares) at Dec. 31, 2017 | 87,153,000 | 3,973,000 | ||||
Ending Balance at Dec. 31, 2017 | 501,875 | $ 87 | 637,851 | 243 | (75,046) | $ (61,260) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Public offering of common stock, net of $16,949 of offering costs (in shares) | 8,050,000 | |||||
Public offering of common stock, net of $16,949 of offering costs | 441,901 | $ 8 | 441,893 | |||
Issuance of common stock in connection with our acquisitions (in shares) | 1,361,000 | |||||
Issuance of common stock in connection with our acquisitions | $ 75,150 | $ 2 | 75,148 | |||
Stock option exercises (in shares) | 658,564 | 27,000 | (632,000) | |||
Stock option exercises | $ 13,163 | 2,468 | $ 10,695 | |||
Issuance of restricted stock (in shares) | (1,807,000) | |||||
Issuance of restricted stock | 0 | (14,598) | $ 14,598 | |||
Treasury stock purchased, at cost (in shares) | 1,407,000 | |||||
Treasury stock purchased, at cost | (57,112) | 473 | $ (57,585) | |||
Retirement of treasury stock (in shares) | (600,000) | (600,000) | ||||
Retirement of treasury stock | 0 | $ (1) | (7,388) | (20,693) | $ 28,082 | |
Stock-based compensation | 51,836 | 51,836 | ||||
Other comprehensive income - derivative instruments | (552) | (552) | ||||
Foreign currency translation | (183) | (183) | ||||
Net income | 34,725 | 34,725 | ||||
Ending Balance (in shares) at Dec. 31, 2018 | 95,991,000 | 2,341,000 | ||||
Ending Balance at Dec. 31, 2018 | 1,063,024 | $ 96 | 1,187,683 | (492) | (58,793) | $ (65,470) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock in connection with our acquisitions (in shares) | 234,000 | |||||
Issuance of common stock in connection with our acquisitions | $ 14,846 | 14,846 | ||||
Stock option exercises (in shares) | 305,030 | 39,000 | (266,000) | |||
Stock option exercises | $ 5,833 | (2,490) | $ 8,323 | |||
Issuance of restricted stock (in shares) | 7,000 | (1,371,000) | ||||
Issuance of restricted stock | 499 | (41,904) | $ 42,403 | |||
Treasury stock purchased, at cost (in shares) | 823,000 | |||||
Treasury stock purchased, at cost | (29,358) | 4,615 | $ (33,973) | |||
Retirement of treasury stock (in shares) | (171,000) | (171,000) | ||||
Retirement of treasury stock | 0 | (2,149) | (7,085) | $ 9,234 | ||
Stock-based compensation | 61,755 | 61,755 | ||||
Other comprehensive income - derivative instruments | (1,710) | (1,710) | ||||
Foreign currency translation | (171) | (171) | ||||
Net income | 58,208 | 58,208 | ||||
Ending Balance (in shares) at Dec. 31, 2019 | 96,100,000 | 1,356,000 | ||||
Ending Balance at Dec. 31, 2019 | $ 1,172,926 | $ 96 | $ 1,222,356 | $ (2,348) | $ (7,695) | $ (39,483) |
Consolidated Statements of Sto
Consolidated Statements of Stockholders' Equity Consolidated Statements of Stockholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Offering costs | $ 16,949 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net income | $ 58,208 | $ 34,725 | $ 377 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 114,952 | 100,186 | 67,146 |
Amortization of debt discount and issuance costs | 13,700 | 12,464 | 7,296 |
Amortization of right-of-use assets | 11,433 | ||
Deferred taxes | 2,276 | (2,179) | 13,791 |
Stock-based expense | 62,563 | 50,641 | 45,835 |
Loss on disposal and impairment of long-lived assets | 2,536 | 6,733 | 524 |
Change in fair value of equity investment | (2,600) | 0 | 0 |
Acquisition-related consideration | 1,006 | 284 | 684 |
Changes in assets and liabilities, net of assets acquired and liabilities assumed in business combinations: | |||
Accounts receivable | (14,704) | (717) | (18,821) |
Prepaid expenses and other current assets | (13,786) | (11,894) | 945 |
Other assets | (5,107) | (4,543) | (717) |
Accounts payable | 9,318 | 1,266 | 268 |
Accrued compensation, taxes, and benefits | (1,150) | 3,288 | 3,438 |
Deferred revenue | 7,696 | 3,478 | 17,114 |
Customer deposits | 82,631 | 57,230 | 3,055 |
Other current and long-term liabilities | (11,999) | (6,155) | (672) |
Net cash provided by operating activities | 316,973 | 244,807 | 140,263 |
Cash flows from investing activities: | |||
Purchases of property, equipment, and software | (51,500) | (50,933) | (49,752) |
Acquisition of businesses, net of cash and restricted cash acquired | (665,844) | (278,563) | (649,910) |
Purchase of other investments | (1,750) | (1,800) | (200) |
Net cash used in investing activities | (719,094) | (331,296) | (699,862) |
Cash flows from financing activities: | |||
Proceeds from term loans | 600,000 | 0 | 199,400 |
Payments on term loans | (308,744) | (14,116) | (3,551) |
Proceeds from revolving credit facility | 230,000 | 140,000 | 50,000 |
Payments on revolving credit facility | 0 | (190,000) | 0 |
Proceeds from borrowings on convertible notes | 0 | 0 | 345,000 |
Purchase of convertible senior note hedges | 0 | 0 | (62,549) |
Proceeds from issuance of warrants | 0 | 0 | 31,499 |
Payments of deferred financing costs | (3,628) | (1,136) | (10,734) |
Payments on finance lease obligations | (3,651) | ||
Payments on finance lease obligations | (227) | (335) | |
Payments of acquisition-related consideration | (30,441) | (28,388) | (8,491) |
Proceeds from public offering, net of underwriters’ discount and offering costs | 0 | 441,901 | 0 |
Proceeds from exercise of stock options | 5,833 | 13,163 | 27,014 |
Purchase of treasury stock related to stock-based compensation | (20,867) | (29,030) | (30,904) |
Purchase of treasury stock under share repurchase program | (8,491) | (28,082) | 0 |
Net cash provided by financing activities | 460,011 | 304,085 | 536,349 |
Net increase (decrease) in cash and cash equivalents | 57,890 | 217,596 | (23,250) |
Effect of exchange rate on cash | (171) | (183) | 55 |
Cash, cash equivalents and restricted cash: | |||
Beginning of period | 382,758 | 165,345 | 188,540 |
End of period | 440,477 | 382,758 | 165,345 |
Supplemental cash flow information: | |||
Cash paid for interest | 16,073 | 18,204 | 6,754 |
Cash paid for income taxes, net of refunds | 2,074 | 3,121 | 1,855 |
Right-of-use assets obtained in exchange for operating lease obligations | 23,613 | ||
Non-cash investing and financing activities: | |||
Accrued property, equipment, and software | 2,608 | 1,447 | 5,777 |
Acquisition-related liabilities settled with equity | 14,846 | 0 | 0 |
Fair value of stock consideration in connection with acquisition of ClickPay | 0 | 53,334 | 0 |
Redemption of noncontrolling interest in connection with acquisition of ClickPay | 0 | 21,816 | 0 |
Reconciliation of Cash, Cash Equivalents, and Restricted Cash | |||
Cash and cash equivalents | 197,154 | 228,159 | 69,343 |
Restricted cash | 243,323 | 154,599 | 96,002 |
Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows | $ 382,758 | $ 382,758 | $ 165,345 |
The Company
The Company | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | The Company RealPage, Inc., a Delaware corporation (together with its subsidiaries, the “Company” or “we” or “us”), is a leading global provider of software and data analytics to the real estate industry. Our platform of data analytics and software solutions enables the rental real estate industry to manage property operations (such as marketing, pricing, screening, leasing, payment processing, and accounting), identify opportunities through market intelligence, and obtain data-driven insight for better operational and financial decision-making. Our integrated, on demand platform provides a single point of access and a massive repository of real-time lease transaction data, including prospect, renter, and property data. By leveraging data as well as integrating and streamlining a wide range of complex processes and interactions among the rental real estate ecosystem (owners, managers, prospects, renters, service providers, and investors), our platform helps our clients improve financial and operational performance and prudently place and harvest capital. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements and footnotes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of RealPage, Inc. and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts reported in our consolidated financial statements and notes thereto have been reclassified to conform to the current period’s presentation. Use of Estimates 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 and indefinite-lived intangibles); 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. Concentration 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 years ended December 31, 2019 , 2018 , or 2017 . Segment and Geographic Information Our chief operating decision maker is our Chief Executive Officer, who reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. Accordingly, we have determined we operate as a single operating segment. Principally, all of our revenue for the years ended December 31, 2019 , 2018 , and 2017 was earned in the United States. Net property, equipment, and software located in the United States amounted to $154.5 million and $144.3 million at December 31, 2019 and 2018 , respectively. Net property, equipment, and software located in our international subsidiaries amounted to $8.8 million and $9.2 million at December 31, 2019 and 2018 , respectively. Substantially all of the net property, equipment, and software held in our international subsidiaries was located in the Philippines, Spain, and India at December 31, 2019 and 2018 . Cash, 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 receivable are written off against the allowance when management determines a balance is uncollectible. During the years ended December 31, 2019 , 2018 , and 2017 , we incurred bad debt expense of $2.8 million , $3.7 million , and $3.2 million , respectively. Property, Equipment, and Software Property, equipment, and software are recorded at cost less accumulated depreciation and amortization, which are computed using the straight-line method over the following estimated useful lives: Data processing and communications equipment 3 - 5 years Furniture, fixtures, and other equipment 3 - 5 years Software 3 - 5 years Leasehold improvements Shorter of lease term or estimated useful life Software includes both purchased and internally developed software. Gains and losses from asset disposals are included in the line “General and administrative” in the Consolidated Statements of Operations. Internally Developed Software Costs incurred to develop software intended for our internal use are capitalized during the application development stage. Capitalization of such costs ceases once the project is substantially complete and ready for its intended use. We also capitalize costs related to specific upgrades and enhancements when it is probable the expenditure will result in additional functionality. Costs related to preliminary project activities and post-implementation operating activities are expensed as incurred. Internally developed software costs are included in “Property, equipment, and software, net” in the accompanying Consolidated Balance Sheets and are amortized on a straight-line basis over their expected useful lives. Amortization of internally developed software is included in “Amortization of product technologies” in the accompanying Consolidated Statements of Operations. Impairment of Long-Lived Assets Tangible long-lived assets held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors we consider important that could trigger an impairment review include, but are not limited to, significant under-performance relative to current and historical or projected future operating results, significant changes in the manner of our use of the asset, or significant changes in our overall business and/or product strategies. If circumstances require that a long-lived asset group be tested for impairment, determination of recoverability is based on an estimate of the undiscounted cash flows expected to be generated by that long-lived asset or asset group. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, we would recognize an impairment charge equal to the excess of the carrying value over its fair value. 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 determined to be purchase consideration are recorded at 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 valuation of the net assets acquired as well as certain elements of purchase consideration require 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” costs in the accompanying Consolidated Statements of Operations. Acquisition costs are expensed as incurred and are included in “General and administrative” in the accompanying Consolidated Statements of Operations. We include the results of operations from acquired businesses in our consolidated financial statements from the effective date of the acquisition. Goodwill and Indefinite-Lived Intangible Assets We test goodwill and indefinite-lived intangible assets for impairment separately on an annual basis in the fourth quarter of each year, or more frequently if circumstances indicate that the assets may not be recoverable. We evaluate impairment of goodwill either by assessing qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or by performing a quantitative assessment. Qualitative factors include industry and market considerations, overall financial performance, and other relevant events and circumstances affecting the reporting unit. If we choose to perform a qualitative assessment and after considering the totality of events or circumstances, we determine it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we would perform a quantitative fair value test. Our quantitative impairment assessment utilizes a weighted combination of a discounted cash flow model (known as the income approach) and comparisons to publicly traded companies engaged in similar businesses (known as the market approach). These approaches involve judgmental assumptions, including forecasted future cash flows expected to be generated by the business over an extended period of time, long-term growth rates, the identification of comparable companies, and our discount rate based on our weighted average cost of capital. These assumptions are predominately unobservable inputs and considered Level 3 measurements. To calculate any potential impairment, we compare the fair value of a reporting unit with its carrying amount, including goodwill. Any excess of the carrying amount of the reporting unit’s goodwill over its fair value is recognized as an impairment loss, and the carrying value of goodwill is written down. For purposes of goodwill impairment testing, we have one reporting unit. We quantitatively evaluate indefinite-lived intangible assets by estimating the fair value of those assets based on estimated future earnings derived from the assets using the income approach. Key assumptions for this assessment include forecasted future cash flows from estimated royalty rates and our discount rate based on our weighted average cost of capital. These assumptions are unobservable Level 3 measurements, as described in Note 14 of our Consolidated Financial Statements. Assets with indefinite lives that have been determined to be inseparable due to their interchangeable use are grouped into single units of accounting for purposes of testing for impairment. If the carrying amount of an identified intangible asset with an indefinite life exceeds its fair value, we would recognize an impairment loss equal to the excess of carrying value over fair value. Intangible Assets Intangible assets with determinable economic lives are carried at cost, less accumulated amortization. Our intangible assets are largely acquired in business combinations and include developed technologies, client relationships, vendor relationships, non-competition agreements and trade names. Intangible assets are amortized over the shorter of the contractual life or the estimated useful life. Intangible assets are amortized on a straight-line basis, except for client relationships which are amortized proportionately to the expected discounted cash flows derived from the asset. Estimated useful lives for intangible assets consist of the following: Developed technologies 3 - 7 years Client relationships 3 - 10 years Vendor relationships 7 years Trade names 1 - 7 years Non-competition agreements 5 - 10 years Amortization of acquired developed technologies is included in “Amortization of product technologies”, and amortization of acquired client relationships, vendor relationships, non-competition agreements and trade names is included in “Amortization of intangible assets” in the accompanying Consolidated Statements of Operations. Other Current and Long-Term Liabilities Accrued expenses and other current liabilities consisted of the following at December 31, 2019 and 2018 : December 31, 2019 2018 (in thousands) Accrued compensation, payroll taxes, and benefits $ 28,444 $ 29,405 Sales tax obligations 4,232 3,673 Current portion of liabilities related to acquisitions 23,431 47,173 Lease-related liabilities (1) 16,127 2,640 Other current liabilities 16,804 12,591 Total accrued expenses and other current liabilities $ 89,038 $ 95,482 Other long-term liabilities consisted of the following at December 31, 2019 and 2018 : December 31, 2019 2018 (in thousands) Deferred rent (1) $ — $ 25,207 Liabilities related to acquisitions 14,852 10,969 Deferred tax liabilities 2,353 — Other long-term liabilities 5,735 1,014 Total other long-term liabilities $ 22,940 $ 37,190 (1) We adopted ASU 2016-02, Leases (Topic 842) effective January 1, 2019. We used the optional transition method described in the Recently Adopted Accounting Standards section of Note 2, which eliminated the requirement to restate amounts presented prior to January 1, 2019. Refer to the accounting standards section below, and Note 7, for additional information. Leases We determine if an arrangement contains a lease at inception. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and the corresponding lease liabilities represent its obligation to make lease payments arising from the lease. 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. The ROU asset is reduced for tenant incentives and excludes any initial direct costs incurred. 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. Certain of our leases include options to extend the lease. Our lease values include options to extend the lease when it is reasonably certain we will exercise such options. Operating and finance leases are included in “Right-of-use assets”, “Accrued expenses and other current liabilities”, and “Lease liabilities, net of current portion” in the accompanying Consolidated Balance Sheets. Lease expenses for minimum lease payments for operating leases are recognized on a straight-line basis over the lease term. Amortization expense of the ROU asset for finance leases is recognized on a straight-line basis over the lease term and interest expense for finance leases is recognized based on the incremental borrowing rate. 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. 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 and payment processing 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 contract with our underwriting partner provides for contingent commissions to be paid to us in accordance with the agreement. 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. Contract 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 obligation represents 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. Cost of Revenue Cost of revenue consists primarily of salaries and related personnel expenses of our operations and support personnel, including training and implementation services; expenses related to the operation of our data centers; transaction processing fees; fees paid to third-party providers; allocations of facilities overhead costs; and depreciation. Sales and Marketing Expenses and Deferred Commissions Sales and marketing expenses consist primarily of personnel and related costs, including salaries, benefits, bonuses, commissions, travel, and stock-based compensation. Other costs included are marketing and promotional events, our annual user conference, and other online and product marketing costs. We amortize sales commissions that are directly attributable to a contract over an estimated customer benefit period of three years . Advertising costs are expensed as incurred and totaled $29.4 million , $26.4 million , and $22.8 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. Stock-Based Expense We recognize compensation expense related to stock options and restricted stock based on the estimated fair value of the awards on the date of grant. We generally grant time-based stock options and restricted stock awards, which vest over a specified period of time, and market-based awards, which become eligible to vest only after the achievement of a condition based upon the trading price of our common stock and vest over a specified period of time thereafter. The fair value of employee stock options is estimated on the date of grant using a binomial option pricing model, the Black-Scholes model. The fair value of time-based restricted stock awards is based on the closing price of our common stock on the date of grant. The fair value of market-based restricted stock awards is estimated using a discrete model based on multiple stock price-paths developed through the use of a Monte Carlo simulation. For time-based stock options and restricted stock awards, expense is recognized on a straight-line basis over the requisite service period. Expense associated with market-based awards is recognized over the requisite service period using the graded-vesting attribution method. Share-based compensation is reduced for forfeitures once they occur. Income Taxes Income taxes are recorded based on the liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. We recognize the effect of tax rate changes on current and accumulated deferred income taxes in the period in which the rate changes are enacted. Valuation allowances are provided when it is more likely than not that all or a portion of the deferred tax asset will not be realized. The factors used to assess the need for a valuation allowance include historical earnings, our latest forecast of taxable income, and available tax planning strategies that could be implemented to realize the net deferred tax assets. In projecting future taxable income, we begin with historical results and incorporate assumptions including the amount of future state, federal and foreign pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies, if any. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying businesses. We may recognize a tax benefit from uncertain tax positions only if it is at least more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement with the taxing authorities. Fair Value Measurements We measure our 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 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 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. Certain of our leases include options to extend the lease. Our lease values include options to extend the lease when it is reasonably certain we will exercise such options. Subsequent to the Transition Date and during the first quarter of 2019, 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 7 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. The effect of this adoption did not have a material impact to our financial statements. 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 Implementa |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Fiscal Year 2019 Buildium In November 2019, we entered into an Agreement and Plan of Merger and Stock Purchase Agreement (the “Merger Agreement”), by and among RealPage, Buildium, LLC (“Buildium”), and certain other parties named therein, to acquire all of the outstanding shares of capital stock of Buildium and the certain other parties named within the Merger Agreement. We closed the transaction on December 18, 2019 . Buildium is a SaaS real estate property management solution provider that targets the smaller multifamily, single-family, associations (homeowner and condominium) and commercial real estate market segments. Aggregate purchase consideration was $569.4 million , including deferred cash obligations of up to $3.4 million that will be released on the one year anniversary following the closing date, subject to any indemnification claims. The purchase agreement provides for up to $11.7 million of deferred compensation for key employees for which post-acquisition employment service is required. The deferred compensation was paid into escrow at closing and recorded as a prepaid asset that will amortize into compensation expense ratably over the two -year term of the arrangement. The funds will be released 50% on each of the first and second year anniversary dates of the acquisition. In addition, the purchase agreement provides for up to $15.0 million of restricted stock awards, which may be settled in stock or cash at our choosing, to be issued or settled at a future date and for which post-acquisition employment service is required. The $15.0 million of restricted stock awards are comprised of 1) up to $7.5 million of restricted stock with service requirements that will be issued on the first anniversary date of the closing and vest ratably beginning the subsequent quarter over the following twelve quarters, and 2) up to $7.5 million of restricted stock awards contingent on the achievement of performance targets in 2022. The expected achievement of the performance awards as of December 31, 2019 is $3.8 million . As these awards are also tied to employment services, we will record this amount as stock-based compensation expense over the requisite service period. The acquisition was financed using cash on hand and funds available under our Amended Credit Facility, as defined in Note 9. The acquired identified intangible assets consisted of developed technology, client relationships and trade names and were assigned estimated useful lives of five , ten and five years , respectively. Preliminary goodwill recognized of $468.8 million is primarily comprised of anticipated synergies from expected growth in market share in the SMB property management segment. Of this amount, approximately $193.9 million is expected to be deductible for tax purposes. Acquisition costs associated with this transaction totaled $2.4 million . IMS On December 11, 2019 , we entered into an Agreement and Plan of Merger whereby we acquired 100% of the ownership interests of Investor Management Services, LLC (“IMS”). IMS provides an investor relationship management platform. Aggregate purchase consideration was $55.6 million , including deferred cash obligations of up to $5.7 million that will be released over an eighteen -month period following the closing date, subject to any indemnification claims. The acquisition was financed using cash on hand. The acquired identified intangible assets consisted of developed technology, client relationships, trade names, and non-compete agreements and were assigned estimated useful lives of three , nine , three , and five years , respectively. Preliminary goodwill recognized of $39.4 million is primarily comprised of anticipated synergies from the expansion of our asset and investment managements solutions. Of this amount, approximately $34.8 million is expected to be deductible for tax purposes. Acquisition costs associated with this transaction totaled $1.0 million . Simple Bills On July 26, 2019 , we acquired substantially all of the assets of Simple Bills Corporation (“Simple Bills”), a provider of utility management services for the multi-family student housing market. Aggregate purchase consideration was $18.1 million , including deferred cash obligations of up to $3.4 million that will be released over a two -year period following the closing date, subject to any indemnification claims. In addition, the purchase agreement provides for up to $10.0 million of restricted stock awards contingent upon the achievement of performance targets during 2020 and 2021 for which post-acquisition employment service is required. As these awards are tied to employment services, we will record this amount as stock-based compensation expense over the requisite service period. The acquisition was financed using cash on hand. The acquired identified intangible assets consisted of developed technology, client relationships and trade names and were assigned estimated useful lives of seven , eight and five years , respectively. Preliminary goodwill recognized of $9.6 million is primarily comprised of anticipated synergies from the expansion of our utility billing solutions. Goodwill and the acquired identified intangible assets are deductible for tax purposes. Acquisition costs associated with this transaction totaled $0.1 million . Hipercept On July 10, 2019 , we acquired substantially all of the assets of CRE Global Enterprises LLC (“CRE”), and certain of its subsidiaries, including 100% of the shares outstanding in its subsidiaries in the UK, Canada and Colombia (collectively “Hipercept”). Hipercept is a provider of data services and data analytics solutions to institutional commercial real estate owners. Aggregate purchase consideration was $28.3 million , including deferred cash obligations of up to $4.0 million , subject to any indemnification claims, to be released on the first and second anniversary dates of the closing date, and contingent consideration of up to $28.0 million based on the achievement of certain financial objectives during the six months ended June 30, 2022. The $28.0 million of contingent consideration is comprised of 1) cash payments of up to $25.3 million to CRE, and 2) stock grants of up to $2.7 million to certain individuals for which post-acquisition employment service is required. The fair value of the contingent consideration recorded as purchase consideration was $6.7 million on the date of acquisition and we will record an estimated $0.8 million tied to employment services as stock-based compensation expense over the service period. The acquisition was financed using cash on hand. The fair value of the contingent consideration was $6.5 million as of December 31, 2019. Refer to Note 14 for additional information regarding our contingent consideration liabilities. The acquired identified intangible assets consisted of developed technology, client relationships and trade names and were assigned estimated useful lives of five , seven and three years , respectively. Preliminary goodwill recognized of $23.4 million is primarily comprised of anticipated synergies from the expansion of our asset and investment management solutions. Goodwill and the acquired identified intangible assets arising from the acquisition of Hipercept’s domestic assets are deductible for tax purposes and those arising from the acquisition of the international entities are not. Acquisition costs associated with this transaction totaled $0.3 million . LeaseTerm Solutions On April 11, 2019 , we acquired substantially all of the assets of LeaseTerm Insurance Group, LLC (“LeaseTerm Solutions”), a provider of alternatives to traditional renters’ insurance programs and tenant security deposit programs for the multifamily housing industry. Aggregate purchase consideration was $26.5 million , including deferred cash obligations of up to $2.7 million that will be released on the first and second anniversary dates of the closing date, subject to any indemnification claims, and $0.5 million of working capital adjustments. The acquisition was financed using cash on hand. The acquired identified intangible assets consisted of client relationships and trade names and were assigned estimated useful lives of seven and five years , respectively. Preliminary goodwill recognized of $18.6 million is primarily comprised of anticipated synergies from the expansion of our risk management solutions. Goodwill and the acquired identified intangible assets are deductible for tax purposes. Acquisition costs associated with this transaction totaled $0.3 million . Purchase Consideration and Purchase Price Allocations The estimated fair values of assets acquired and liabilities assumed are provisional and are based primarily on the information available as of the acquisition dates. We believe this information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but we are awaiting additional information necessary to finalize those values. Therefore, the provisional measurements of fair value are subject to change, and such changes could be significant. We expect to finalize the valuation of these assets and liabilities as soon as practicable, but no later than one year from the acquisition closing dates. The components of the purchase consideration and the preliminary allocation of each purchase price, including the effects of measurement period adjustments recorded as of December 31, 2019, are as follows: LeaseTerm Solutions Hipercept Simple Bills IMS Buildium (in thousands) Fair value of purchase consideration: Cash, net of cash acquired $ 23,417 $ 17,804 $ 14,875 $ 50,177 $ 566,241 Deferred obligations, net 3,095 3,799 3,274 5,428 3,190 Contingent consideration — 6,700 — — — Total fair value of purchase consideration $ 26,512 $ 28,303 $ 18,149 $ 55,605 $ 569,431 Fair value of net assets acquired: Restricted cash $ 5,889 $ — $ — $ — $ 781 Accounts receivable 491 846 809 830 1,359 Property, equipment, and software 400 171 82 832 1,630 Intangible assets: Developed product technologies — 1,700 4,000 7,300 57,000 Client relationships 7,100 3,000 5,200 7,500 55,000 Trade names 200 100 100 200 2,000 Non-compete agreements — — — 1,100 — Right-of-use assets 167 435 1,993 2,457 14,071 Goodwill 18,625 23,354 9,573 39,445 468,770 Other assets — 18 115 596 3,710 Accounts payable and accrued liabilities (342 ) (751 ) (1,497 ) (1,180 ) (8,389 ) Client deposits held in restricted accounts (5,889 ) — — — (781 ) Deferred revenue — (253 ) (547 ) (1,124 ) (3,715 ) Other long-term liabilities (129 ) (317 ) (1,679 ) (2,120 ) (11,893 ) Deferred tax liability, net — — — (231 ) (10,112 ) Total fair value of net assets acquired $ 26,512 $ 28,303 $ 18,149 $ 55,605 $ 569,431 Acquisitions Prior to 2019 We completed nine acquisitions during fiscal years 2018 and 2017 . A summary of each acquisition can be found in the table below: 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) Axiometrics LLC January 2017 $ 73,757 $ 66,050 $ (5,963 ) $ 25,530 $ 54,190 American Utility Management June 2017 $ 69,412 $ 64,775 $ 1,107 $ 22,398 $ 45,907 On-Site Manager, Inc. September 2017 $ 251,109 $ 225,300 $ 3,197 $ 65,320 $ 182,592 PEX Software Limited October 2017 $ 6,031 $ 5,103 $ (369 ) $ 3,100 $ 3,300 Lease Rent Options December 2017 $ 299,923 $ 298,040 $ 5,263 $ 91,666 $ 202,994 ClickPay Services, Inc. April 2018 $ 220,992 $ 138,983 $ (4,620 ) $ 52,700 $ 172,912 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 $ 54,815 $ 47,895 $ 892 $ 12,200 $ 41,723 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 14 for additional information regarding our contingent consideration obligation. Purchase consideration for Axiometrics included contingent consideration of up to $5.0 million payable if certain revenue targets were achieved during the twelve -month period ending December 31, 2018 . Based on information that was available at December 31, 2018 , management has determined the fair value of the contingent consideration to be zero . Deferred Obligations and Contingent Consideration Activity The following table presents changes in our deferred cash and stock obligations and contingent consideration for the fiscal years ended December 31, 2019 and 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 Additions, net of fair value discount 18,183 6,700 24,883 Cash payments (25,215 ) (5,963 ) (31,178 ) Settlements through common stock issued (14,846 ) — (14,846 ) Accretion expense 1,540 58 1,598 Change in fair value — (259 ) (259 ) Indemnification claims and other adjustments (57 ) — (57 ) Balance at December 31, 2019 $ 31,747 $ 6,536 $ 38,283 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 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. In September 2019, we settled a deferred equity obligation with regard to our September 2018 acquisition of LeaseLabs, Inc. through the issuance of 80,012 shares of our common stock. Pro Forma Results of Acquisitions The following table presents unaudited pro forma results of operations for the years ended December 31, 2019 and 2018 , as if the aforementioned 2019 and 2018 acquisitions had occurred as of January 1, 2018 and January 1, 2017 , respectively. The pro forma information includes the business combination accounting effects resulting from these acquisitions, including interest expense, tax expense or benefit, issuance of our common shares, 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. Year Ended December 31, 2019 2018 (unaudited) (in thousands, except per share amounts) Total revenue $ 1,059,141 $ 960,009 Net income (loss) $ 20,000 $ (15,297 ) Net income (loss) per share: Basic $ 0.22 $ (0.17 ) Diluted $ 0.21 $ (0.17 ) |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition On January 1, 2018, we adopted the new revenue standard using the modified retrospective method for those contracts with remaining service obligations as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under the new revenue standard, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. Disaggregation of Revenue The following table presents our revenues disaggregated by major revenue source. Sales and usage-based taxes are excluded from revenues. Year Ended December 31, 2019 2018 2017 (in thousands) On demand Property management $ 205,903 $ 186,975 $ 167,002 Resident services 421,075 350,457 272,176 Leasing and marketing 179,622 166,361 123,804 Asset optimization 146,976 129,916 79,640 Total on demand revenue 953,576 833,709 642,622 Professional and other 34,560 35,771 28,341 Total revenue $ 988,136 $ 869,480 $ 670,963 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 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 Consolidated Financial Statements and related disclosures. We recognized $117.2 million of on demand revenue during the year ended December 31, 2019 , which was included in the line “Deferred revenue” in the accompanying Consolidated Balance Sheets 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 Consolidated Balance Sheets: Balance Sheet Location December 31, 2019 December 31, 2018 (in thousands) Capitalized commissions costs - current Other current assets $ 9,870 $ 6,679 Capitalized commissions costs - noncurrent Other assets 8,463 7,757 Total capitalized commissions costs $ 18,333 $ 14,436 Amortization of the capitalized commissions was $8.7 million and $5.4 million for the years ended December 31, 2019 and 2018 , 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 $502.2 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 December 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 71.4% 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 December 31, 2019 was immaterial. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accounts Receivable | Accounts Receivable Accounts receivable consisted of the following at December 31, 2019 and 2018 : December 31, 2019 2018 (in thousands) Trade receivables from clients $ 137,039 $ 120,767 Insurance commissions receivable 16,359 11,679 Accounts receivable, gross 153,398 132,446 Less: Allowances (10,271 ) (8,850 ) Accounts receivable, net $ 143,127 $ 123,596 Trade receivables include amounts billed to our clients, primarily under our on demand subscription solutions. Trade receivables also includes amounts invoiced to clients prior to the period in which the service is provided and amounts for which we have met the requirements to recognize revenue in advance of invoicing the client. Insurance commissions receivable consists of commissions derived from the sale of insurance products to individuals and contingent commissions related to those policies. Contingent commissions are determined based on a calculation that considers earned agent commissions, a percent of premium retained by our underwriting partner, incurred losses, and profit retained by our underwriting partner during the time period. Contingent commissions receivables are recorded at their estimated net realizable value, based on estimates and considerations which include, but are not limited to, the historical and projected loss rates incurred by the underlying policies. |
Property, Equipment and Softwar
Property, Equipment and Software | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment and Software | Property, Equipment, and Software Property, equipment, and software consisted of the following at December 31, 2019 and 2018 : December 31, 2019 2018 (in thousands) Leasehold improvements $ 70,558 $ 63,391 Data processing and communications equipment 77,358 68,015 Furniture, fixtures, and other equipment 35,856 33,840 Software 157,832 131,437 Property, equipment, and software, gross 341,604 296,683 Less: Accumulated depreciation and amortization (178,322 ) (143,155 ) Property, equipment, and software, net $ 163,282 $ 153,528 Depreciation and amortization expense for property, equipment, and purchased software was $30.2 million , $28.5 million , and $27.2 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. The unamortized amount of capitalized software development costs was $66.5 million and $54.9 million at December 31, 2019 and 2018 , respectively. Amortization expense related to capitalized software development costs totaled $14.8 million , $11.9 million , and $8.0 million during the years ended December 31, 2019 , 2018 , and 2017 , respectively. |
Leases Leases
Leases Leases | 12 Months Ended |
Dec. 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 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, and is currently classified as a finance lease. The components of lease costs for the year ended December 31, 2019 were as follows: December 31, 2019 (in thousands) Operating lease cost $ 13,949 Finance lease cost: Depreciation of finance lease asset $ 3,969 Interest on lease liabilities 4,221 Total finance lease cost $ 8,190 Rent expense for short-term leases for the year ended December 31, 2019 was not material. Rent expense for operating leases for the year ended December 31, 2018 and 2017 was $15.8 million and $13.8 million , respectively. Supplemental balance sheet information related to leases at December 31, 2019 , was as follows: Operating leases Finance leases Total leases (in thousands, except lease term and discount rate) Right-of-use assets $ 67,700 $ 54,241 $ 121,941 Lease liabilities, current (1) $ 12,873 $ 3,254 $ 16,127 Lease liabilities, net of current portion 59,822 73,491 133,313 Total lease liabilities $ 72,695 $ 76,745 $ 149,440 Weighted average remaining term (in years) 6.1 13.7 Weighted average discount rate 4.8 % 5.4 % (1) Included in the line “Accrued expenses and other current liabilities” in the accompanying Consolidated Balance Sheets. Supplemental cash flow information related to leases for the twelve months ended December 31, 2019 , was as follows, in thousands: Cash payments for lease liabilities within operating activities: Operating leases $ 14,890 Finance leases $ 4,221 At December 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 2020 $ 14,727 $ 6,819 $ 21,546 2021 15,585 7,504 23,089 2022 13,579 7,609 21,188 2023 11,951 7,714 19,665 2024 9,955 7,819 17,774 Thereafter 18,488 72,215 90,703 Total undiscounted lease payments 84,285 109,680 193,965 Present value adjustment (11,590 ) (32,935 ) (44,525 ) Present value of lease payments $ 72,695 $ 76,745 $ 149,440 |
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 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, and is currently classified as a finance lease. The components of lease costs for the year ended December 31, 2019 were as follows: December 31, 2019 (in thousands) Operating lease cost $ 13,949 Finance lease cost: Depreciation of finance lease asset $ 3,969 Interest on lease liabilities 4,221 Total finance lease cost $ 8,190 Rent expense for short-term leases for the year ended December 31, 2019 was not material. Rent expense for operating leases for the year ended December 31, 2018 and 2017 was $15.8 million and $13.8 million , respectively. Supplemental balance sheet information related to leases at December 31, 2019 , was as follows: Operating leases Finance leases Total leases (in thousands, except lease term and discount rate) Right-of-use assets $ 67,700 $ 54,241 $ 121,941 Lease liabilities, current (1) $ 12,873 $ 3,254 $ 16,127 Lease liabilities, net of current portion 59,822 73,491 133,313 Total lease liabilities $ 72,695 $ 76,745 $ 149,440 Weighted average remaining term (in years) 6.1 13.7 Weighted average discount rate 4.8 % 5.4 % (1) Included in the line “Accrued expenses and other current liabilities” in the accompanying Consolidated Balance Sheets. Supplemental cash flow information related to leases for the twelve months ended December 31, 2019 , was as follows, in thousands: Cash payments for lease liabilities within operating activities: Operating leases $ 14,890 Finance leases $ 4,221 At December 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 2020 $ 14,727 $ 6,819 $ 21,546 2021 15,585 7,504 23,089 2022 13,579 7,609 21,188 2023 11,951 7,714 19,665 2024 9,955 7,819 17,774 Thereafter 18,488 72,215 90,703 Total undiscounted lease payments 84,285 109,680 193,965 Present value adjustment (11,590 ) (32,935 ) (44,525 ) Present value of lease payments $ 72,695 $ 76,745 $ 149,440 |
Goodwill and Identified Intangi
Goodwill and Identified Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Identified Intangible Assets | Goodwill and Identified Intangible Assets Changes in the carrying amount of goodwill during the years ended December 31, 2019 and 2018 , were as follows, in thousands: Balance at January 1, 2018 $ 751,052 Goodwill acquired 304,162 Measurement period and other adjustments (2,095 ) Balance at December 31, 2018 1,053,119 Goodwill acquired 558,977 Measurement period and other adjustments (347 ) Balance at December 31, 2019 $ 1,611,749 We completed our annual goodwill impairment test during the fourth quarter of the fiscal year ended December 31, 2019 . Based on the results of the qualitative analysis, we concluded that there was no impairment of goodwill. No impairment of goodwill was recognized during 2018 or 2017 . Intangible assets consisted of the following at December 31, 2019 and 2018 : December 31, 2019 December 31, 2018 Carrying Amount Accumulated Amortization Net Carrying Amount Accumulated Amortization Net (in thousands) Finite-lived intangible assets: Developed technologies $ 277,030 $ (125,537 ) $ 151,493 $ 207,310 $ (100,445 ) $ 106,865 Client relationships 341,438 (140,044 ) 201,394 264,228 (107,155 ) 157,073 Vendor relationships — — — 5,650 (5,650 ) — Trade names 25,557 (16,928 ) 8,629 22,956 (10,682 ) 12,274 Non-compete agreements 5,273 (2,186 ) 3,087 4,173 (1,395 ) 2,778 Total finite-lived intangible assets 649,298 (284,695 ) 364,603 504,317 (225,327 ) 278,990 Indefinite-lived intangible assets: Trade names 8,393 — 8,393 8,388 — 8,388 Total intangible assets $ 657,691 $ (284,695 ) $ 372,996 $ 512,705 $ (225,327 ) $ 287,378 Amortization expense for finite-lived intangible assets totaled $66.0 million , $59.8 million , and $31.9 million during the years ended December 31, 2019 , 2018 , and 2017 , respectively. The following table sets forth the estimated amortization of intangible assets for the years ending December 31, in thousands: 2020 $ 79,124 2021 71,091 2022 60,529 2023 52,702 2024 47,745 In the fourth quarter of 2019, we recorded an impairment charge of $2.0 million related to certain developed technology and customer relationship intangible assets associated with our international operations based on the excess of the carrying value over its estimated fair value. Fair value was estimated using a standard valuation methodology (the income approach) incorporating management’s assumptions on revenue growth rates and discount rates. There was no remaining carrying value for these intangible assets subsequent to the impairment charge. The method utilized to estimate the fair value incorporated significant unobservable inputs, and we concluded that the measurement should be classified within Level 3 of the fair value hierarchy. In 2018, we recorded an impairment of $2.7 million related to the indefinite-lived trade name of our 2010 acquisition of Level One, based on the excess of the carrying value over its estimated fair value. Impairment charges for the period ended December 31, 2019 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt On September 5, 2019 , we entered into a $1.2 billion Amended and Restated Credit Agreement (the “Amended Credit Facility”) to amend and restate our previous credit facility, originally dated as of September 30, 2014 (as previously amended, the “2014 Credit Facility”). The Amended Credit Facility was entered into by and among the Company, the lenders from time to time party thereto (the “Lenders”), and Wells Fargo Bank, National Association, as administrative agent (the “Agent”). The Amended Credit Facility extends the maturity date of the 2014 Credit Facility from February 27, 2022 to September 5, 2024 (subject to early maturity provisions in certain circumstances, as described below), reduces our borrowing costs, provides additional borrowing capacity, and increases covenant flexibility. The Amended Credit Facility provides for the following: Revolving Facility: The Amended Credit Facility provides $600.0 million in aggregate commitments for secured revolving loans, with sublimits of $10.0 million for the issuance of letters of credit and $20.0 million for swingline loans (“Revolving Facility”). During the fourth quarter of 2019, we borrowed $230.0 million of revolving loans, the proceeds of which were used to fund acquisition activity. Initial Term Loan: An initial term loan of $300.0 million was borrowed on the closing date for the Amended Credit Facility (the “Term Loan”). The proceeds of the Term Loan were used to repay the term loan balances outstanding under the 2014 Credit Facility. Delayed Draw Term Loan: In December 2019, we drew funds of $300.0 million available under the delayed draw term loan (“Delayed Draw Term Loan”). Revolving loans under the Amended 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 equal to an initial amount of $3.8 million , which increases to $7.5 million beginning on December 31, 2020 , increases to $11.3 million beginning on December 31, 2022 , and increases to $15.0 million beginning on December 31, 2023 . Once repaid or prepaid, the Term Loans may not be re-borrowed. All outstanding principal and accrued but unpaid interest is due, and the commitments for the Revolving Facility terminate, 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 Amended Credit Facility also allows us, subject to certain conditions, to request additional term loan commitments and/or additional revolving commitments in an aggregate principal amount of up to the greater of $250.0 million or 100% of consolidated EBITDA (as defined within the agreement) for the most recent four fiscal quarters, plus an amount that would not cause our Senior Leverage Ratio (as defined below) to exceed 3.50 to 1.00 . All outstanding revolving loans and term loans under the Amended Credit Facility mature on September 5, 2024 . If on or prior to August 16, 2022, we have failed to demonstrate to the Agent that we would be in compliance with each financial covenant after giving pro forma effect to the repayment in full of the Convertible Notes which mature on November 15, 2022 , then the Amended Credit Facility will mature on August 16, 2022. In addition, if on any business day during the period beginning on August 16, 2022 until the Convertible Notes are paid in full, our available liquidity is less than an amount equal to 125% of the outstanding principal amount of the Convertible Notes, then amounts outstanding under the Amended Credit Facility are due the next business day. At our option, amounts outstanding under the Amended Credit Facility accrue interest at a per annum rate equal to either LIBOR, plus a margin ranging from 1.00% to 2.00% , or the Base Rate, plus a margin ranging from 0.00% to 1.00% (“Applicable Margin”). The base LIBOR is, at our discretion, equal to either one, 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 Amended 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. Unused commitments under the Revolving Facility are subject to a commitment fee to be paid in arrears on the last day of each fiscal quarter, ranging from 0.15% to 0.35% per annum determined based on our Net Leverage Ratio, as defined below. Certain of our existing and future material domestic subsidiaries are required to guarantee our obligations under the Amended Credit Facility, and the obligations under the Amended Credit Facility are secured by substantially all of our assets and the assets of the subsidiary guarantors. The Amended Credit Facility contains customary affirmative and negative covenants. The negative covenants limit our and our subsidiaries’ ability to, among other things, incur additional indebtedness, grant liens on our assets, make investments including acquisitions, dispose of assets, or pay dividends or distributions or repurchase our stock, subject in each case to customary exceptions and qualifications. 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 less qualified cash and cash equivalents, each as defined in the Amended 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 Amended Credit Facility, of no greater than 5.00 to 1.00 (or, at our election following certain material acquisitions, 5.50 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 less qualified cash and cash equivalents, each as defined in the Amended 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 (or, at our election following certain material acquisitions, 4.25 to 1.00). As of December 31, 2019 , we were in compliance with the covenants under our Amended Credit Facility. The Amended 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 Amended 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 Amended Credit Facility. Any such default that is not cured or waived could have a material adverse effect on our liquidity and financial condition. Changes resulting from the Amended Credit Facility qualified as modifications to our 2014 Credit Facility for purposes of determining the accounting for new and existing unamortized debt issuance and discount costs. We incurred $3.6 million in financing costs in connection with the Amended Credit Facility. Of this amount, we capitalized $1.8 million as deferred financing costs attributable to the Revolving Facility. This amount, together with the unamortized deferred financing costs from the 2014 Revolving Facility, is being amortized into interest expense ratably over the term of the new facility. We recorded $1.4 million of issuance and debt discount costs associated with the Term Loans as a reduction of the principal balance of such debt. We are amortizing this cost, together with the unamortized deferred financing costs from the 2014 Term Loans, into interest expense using the effective interest method over the term of the new facility. We also immediately recognized $0.4 million of the financing costs as a charge to interest expense. Our 2014 Credit Facility, which was replaced by the Amended Credit Facility in September 2019, provided $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. In February 2016, we originated a term loan in the original principal amount of $125.0 million under the 2014 Credit Facility, and in December 2017, we drew funds of $200.0 million available under the delayed draw term loan portion of this agreement. As of December 31, 2019 and 2018 we had $370.0 million and $350.0 million , respectively, of available revolving credit under the credit facilities in effect at these dates. Principal outstanding for the Revolving Facility was $230.0 million at December 31, 2019 . There were no outstanding revolving borrowings at December 31, 2018 . 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 facilities in effect at December 31, 2019 and 2018 were $2.7 million and $1.3 million , respectively, and are included in the line “Other assets” in the Consolidated Balance Sheets. Principal outstanding and unamortized debt issuance costs for the term loans were as follows at December 31, 2019 and 2018 : December 31, 2019 December 31, 2018 Term Loans (in thousands) Principal outstanding $ 596,250 $ 304,990 Unamortized issuance costs (942 ) (777 ) Unamortized discount (1,245 ) (498 ) Carrying value $ 594,063 $ 303,715 The fair value of the term loans on December 31, 2019 and 2018 was $582.7 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 2020 $ 18,750 2021 30,000 2022 33,750 2023 48,750 2024 465,000 $ 596,250 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 $53.75 on December 31, 2019 , the if-converted value exceeded the aggregate principal amount of the Convertible Notes by $97.1 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 up to, but excluding, the fundamental change repurchase date. If holders elect to convert their Convertible Notes in connection with a make-whole fundamental change, as described in the Indenture, 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 payment of dividends, the incurrence of indebtedness, or the issuance or repurchase of securities by us or any of our subsidiaries. The Indenture contains customary events of default with respect to the Convertible Notes and provides that upon certain events of default occurring and continuing, the Trustee may, and the Trustee at the request of holders of at least 25% in principal amount of the Convertible Notes shall, declare all principal and accrued and unpaid interest, if any, of the Convertible Notes to be due and payable. In case of certain events of bankruptcy, insolvency or reorganization, involving us or a significant subsidiary, all of the principal of and accrued and unpaid interest on the Convertible Notes will automatically become due and payable. In accounting for the issuance of the Convertible Notes, 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 third quarter of 2019, we received conversion notices from certain holders with respect to an immaterial amount in aggregate principal of Convertible Notes requesting conversion as a result of the sales price condition having been met during the second quarter of 2019. In accordance with the terms of the Convertible Notes, we made cash payments of the aggregate principal amount and delivered newly issued shares of our common stock for the remainder of the conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted, in full satisfaction of such converted notes. We received shares of our common stock under the Note Hedges, as defined below, that offset the issuance of shares of common stock upon conversion of the Convertible Notes. The net carrying amount of the Convertible Notes at December 31, 2019 and 2018 , was as follows: December 31, 2019 2018 (in thousands) Liability component: Principal amount $ 344,995 $ 345,000 Unamortized discount (35,287 ) (46,235 ) Unamortized debt issuance costs (4,520 ) (5,922 ) $ 305,188 $ 292,843 Equity component, net of issuance costs and deferred tax: $ 61,390 $ 61,390 The estimated fair value of the Convertible Notes at December 31, 2019 and 2018 was $486.7 million and $441.4 million , respectively. The estimated fair value is based on quoted market prices as of the last trading day of the year; 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 year ended December 31, 2019 , 2018 , and 2017 : December 31, 2019 2018 2017 (in thousands) Contractual interest expense $ 5,175 $ 5,175 $ 3,119 Amortization of debt discount 10,948 10,322 5,991 Amortization of debt issuance costs 1,402 1,322 766 $ 17,525 $ 16,819 $ 9,876 The effective interest rate of the liability component for each of the years ended December 31, 2019 , 2018 , and 2017 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 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 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 and Employe
Stock-based Expense and Employee Benefits | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Expense and Employee Benefits | Stock-based Expense and Employee Benefits Stock-based Expense Our Amended and Restated 1998 Stock Incentive Plan (“Stock Incentive Plan”) provided for awards which could be granted in the form of incentive stock options, non-qualified stock options, restricted stock, stock appreciation rights, and performance restricted stock. In August 2010, we discontinued issuance of new awards under the Stock Incentive Plan and concurrently adopted the 2010 Equity Incentive Plan (“Equity Incentive Plan”). The Equity Incentive Plan, as amended, provides for awards which may be granted in the form of incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, and performance shares under substantially the same terms as the Stock Incentive Plan. We also grant awards to our directors under the Equity Incentive Plan. Prior to 2010, these awards were generally in the form of stock options. Beginning in 2010, the awards granted to our directors are generally in the form of restricted stock. The awards granted to directors generally vest ratably over a period of four quarters; however, should a director leave the board, we have the right to repurchase shares as if the awards vested on a pro rata basis. Our board of directors periodically approves increases to the number of shares of common stock reserved for issuance under the Equity Incentive Plan. At both December 31, 2019 and 2018 , there were 27.6 million shares of our common stock reserved for awards under the Equity Incentive Plan. The Plan permits the exercise of stock options and grants of restricted stock to be fulfilled through the issuance of previously authorized but unissued common stock shares, or the reissuance of shares held in treasury. We primarily utilize treasury shares when stock options are exercised or restricted stock is granted. The following table represents a consolidated summary of our stock-based plan activity: Year Ended December 31, 2019 2018 2017 (in thousands) Total compensation expense recognized $ 62,563 $ 50,641 $ 45,835 Cash proceeds related to stock-based expense transactions $ 5,833 $ 13,163 $ 27,014 Aggregate grant-date fair value of shares and stock options that vested during the year $ 49,229 $ 49,711 $ 48,662 Total unrecognized compensation expense related to our stock-based expense plans was $89.6 million at December 31, 2019 , and is expected to be recognized over a weighted average period of 2.2 years. Stock Option Awards Stock options granted prior to February 2014 generally vested over a period of sixteen quarters, with 75% vesting ratably over fifteen quarters and the remaining 25% vesting in the sixteenth quarter. Beginning in February 2014, stock options granted generally vested ratably over a period of twelve quarters. Expense is recognized over the requisite service period in a manner that reflects the vesting of the related awards. Awards under the plan generally expire ten years from the date of the grant. All outstanding options were granted at exercise prices equal to or exceeding our estimate of the fair market value of our common stock at the date of grant. The following table summarizes stock option transactions under our Stock Incentive Plan and Equity Incentive Plan: Number of Shares Range of Exercise Prices Weighted Average Exercise Price Balance as of January 1, 2017 3,607,089 $ 2.55 – $ 29.50 $ 19.58 Exercised (1,344,569 ) 5.04 – 29.50 20.09 Forfeited/cancelled (61,892 ) 15.19 – 25.70 19.66 Expired (163 ) 2.55 – 2.82 2.73 Balance at December 31, 2017 2,200,465 4.28 – 29.50 19.26 Exercised (658,564 ) 4.92 – 29.50 20.00 Forfeited/cancelled (11,329 ) 15.19 – 25.70 18.85 Expired (2,250 ) 7.00 – 7.00 7.00 Balance at December 31, 2018 1,528,322 4.28 – 29.50 18.96 Exercised (305,030 ) 4.28 – 29.50 19.12 Forfeited/cancelled (725 ) 18.79 – 20.34 19.79 Other 2,585 17.67 – 27.18 22.59 Balance at December 31, 2019 1,225,152 7.50 – 29.50 18.94 The below table provides information regarding outstanding stock options which were fully vested and exercisable at December 31: 2019 2018 Options Fully Vested & Exercisable Options Fully Vested & Exercisable Number of options 1,225,152 1,528,322 Weighted-average remaining contractual term (in years) 3.1 4.1 Weighted-average exercise price $ 18.94 $ 18.96 Aggregate intrinsic value, in thousands $ 42,650 $ 44,674 The aggregate intrinsic value of options exercised during the years ended December 31, 2019 , 2018 , and 2017 , was $12.3 million , $23.0 million , and $25.1 million , respectively. There were no stock options awarded during the years ended December 31, 2019 , 2018 , and 2017 . Restricted Stock Awards Restricted stock awards entitle the holder to receive shares of our common stock as the award vests. Grants of restricted stock are classified as time-based, market-based, or performance-based depending on the vesting criteria of the award. Time-based restricted stock awards: Time-based restricted stock awards granted prior to February 2014, generally vest ratably over sixteen quarters following the date of grant. Awards granted during 2014 and 2015, generally vest ratably over a period of twelve quarters with the first vesting on the first day of the quarter immediately following the grant date. Beginning in 2016, awards granted generally vest ratably over a period of twelve quarters with the first vesting on the first day of the second calendar quarter immediately following the grant date. The fair value of time-based restricted stock awards is based on the closing price of our common stock on the date of grant. Compensation expense for time-based restricted stock awards is recognized over the vesting period on a straight-line basis. A summary of time-based restricted stock award activity is presented in the table below. Number of Shares Weighted Average Grant-Date Fair Value Non-vested shares at January 1, 2017 1,633,501 $ 20.78 Granted 1,359,578 36.25 Vested (953,749 ) 23.73 Forfeited/cancelled (283,342 ) 28.01 Non-vested shares at December 31, 2017 1,755,988 30.05 Granted 1,289,866 53.26 Vested (1,017,367 ) 31.92 Forfeited/cancelled (242,675 ) 40.70 Non-vested shares at December 31, 2018 1,785,812 44.34 Granted 880,594 60.37 Vested (1,036,973 ) 42.22 Forfeited/cancelled (261,416 ) 52.53 Non-vested shares at December 31, 2019 1,368,017 54.70 Market-based restricted stock awards: Market-based restricted stock awards become eligible for vesting upon the achievement of specific market-based conditions based on the per share price of our common stock. Shares that become eligible to vest, if any, become Eligible Shares. Eligible Shares generally vest ratably over a period of four quarters, with the first vesting on the first day of the quarter immediately after becoming Eligible Shares. Vesting is conditional upon the recipient remaining a service provider to us, as defined in the plan document, through each applicable vesting date. A summary of market-based restricted stock award activity is presented in the table below. Number of Shares Weighted Average Grant-Date Fair Value Balance as of January 1, 2017 1,564,160 $ 12.73 Granted 535,441 28.18 Vested (1,407,133 ) 13.69 Forfeited/cancelled (2,303 ) 13.34 Balance at December 31, 2017 690,165 22.76 Granted 517,364 35.66 Vested (677,857 ) 23.02 Balance at December 31, 2018 529,672 35.03 Granted 489,948 38.24 Vested (144,455 ) 33.37 Forfeited/cancelled (36,703 ) 35.66 Balance at December 31, 2019 838,462 37.17 We estimate the fair value of market-based restricted stock awards using a discrete model to analyze the fair value of the subject shares. The discrete model utilizes multiple stock price-paths, through the use of a Monte Carlo simulation, which are then analyzed to determine the fair value of the subject shares. The weighted average of assumptions used to value awards granted during 2019 , 2018 , and 2017 were as follows: 2019 2018 2017 Risk-free interest rate 2.5 % 2.5 % 1.8 % Expected volatility 29.6 % 31.2 % 31.6 % Risk-free interest rate. We estimate the risk-free rate from the U.S. Treasury strip note yield curve for the period corresponding to the expiration date of the grant as of the valuation date. Expected volatility. We estimate expected volatility based on our historic and implied volatility rate. Expense related to the market-based restricted stock awards is recognized over the requisite service period using the graded-vesting attribution method. The requisite service period is a measure of the expected time to achieve the specified market condition plus the time-based vesting period. The expected time to achieve the market condition is estimated utilizing a Monte Carlo simulation, considering only those stock price-paths in which the market condition is achieved. The estimated requisite service period for market-based restricted stock shares issued in 2019 ranged from two to twelve quarters. Market-based restricted stock awards granted in 2018 had requisite service periods ranging from six to ten quarters. Deferred restricted stock awards: Certain of our acquisitions include restricted stock award agreements for obligations denominated in fixed dollar amounts, subject to continued post-acquisition employment services, and in some cases, the achievement of performance targets for periods ranging from 2020 through 2022. As of December 31, 2019 , the estimated intrinsic value of these awards was $22.7 million . The number of restricted shares to be granted will be determined at future dates, based on continued employment services and in some cases the achievement of the performance targets within each agreement, and our share price on the date of satisfaction of the requirements. Awards subject solely to continued post-acquisition employment generally vest ratably over twelve quarters beginning the quarter subsequent to the first anniversary of the acquisition date, while awards subject to performance criteria and continued post-acquisition employment cliff vest at the end of the performance criteria measurement periods. These awards are accounted for under the liability method. For awards subject to performance criteria, we reassess the likelihood of the performance criteria being met at each reporting date based on our expectations of future operating results, and adjust the total compensation expense to be recognized over the vesting period. A fair value liability is recognized as compensation expense is recorded, and is included within “Accrued expenses and other current liabilities” and “Other long-term liabilities” within our Consolidated Balance Sheets. Upon the issuance of these restricted shares the fair value liability will be reclassified to additional paid-in capital. For the period ended December 31, 2019 , the total fair value and compensation expense recognized for these liability awards was $2.2 million . Total unrecognized compensation expense for these awards was $20.7 million at December 31, 2019 , and is expected to be recognized over a weighted average period of 3.3 years. Compensation expense for deferred restricted stock arrangements prior to 2019 was de minimis. Employee Benefit Plans In 1998, our board of directors approved a defined contribution plan that provides retirement benefits under the provisions of Section 401(k) of the Internal Revenue Code. Our 401(k) Plan (“Plan”) covers substantially all employees who meet a minimum service requirement. Contributions of $4.5 million , $4.2 million , and $2.9 million were made by us under the Plan for the years ended December 31, 2019 , 2018 , and 2017 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 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 December 31, 2019 or 2018 . In the ordinary course of our business, we include standard indemnification provisions in our agreements with our clients. Pursuant to these provisions, we indemnify our clients for losses suffered or incurred in connection with third-party claims that our products infringed upon any U.S. patent, copyright, trademark, or other intellectual property right. Where applicable, we generally limit such infringement indemnities to those claims directed solely to our products and not in combination with other software or products. With respect to our products, we also generally reserve the right to resolve such claims by designing a non-infringing alternative, by obtaining a license on reasonable terms, or by terminating our relationship with the client and refunding the client’s fees. The potential amount of future payments to defend lawsuits or settle indemnified claims under these indemnification provisions is unlimited in certain agreements; however, we believe the estimated fair value of these indemnification provisions is minimal, and, accordingly, we had no liabilities recorded for these agreements as of December 31, 2019 or 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 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 December 31, 2019 and 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 legal proceedings and claims, including purported class action lawsuits, not described above that are not likely to be material either individually or in the aggregate based on information available at this time. Our view of these matters may change as the litigation and events related thereto unfold. Other Matters During May 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. We also incurred an additional $0.4 million |
Net Income Per Share
Net Income Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net Income per Share Basic net income per share is computed by dividing the 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 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 of approximately 149,000 , 286,000 , and 193,000 were excluded from the dilutive shares outstanding because their effect was anti-dilutive for the years ended December 31, 2019 , 2018 , and 2017 , respectively. 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 is 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. 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 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 9 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 December 31, 2019 and 2018 , there were approximately 163,000 and 196,000 , respectively, 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 December 31, 2017 . Dilutive common shares outstanding include the weighted average contingently issuable shares discussed above that are subject to a holdback. These shares are subject to release to the sellers on the second anniversary dates 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 attributable to common stockholders: Year Ended December 31, 2019 2018 2017 (in thousands, except per share amounts) Numerator: Net income $ 58,208 $ 34,725 $ 377 Denominator: Basic: Weighted average shares used in computing basic net income per share: 92,017 87,290 79,433 Diluted: Add weighted average effect of dilutive securities: Stock options and restricted stock 1,368 2,032 2,884 Convertible Notes and Warrants 2,675 1,948 81 Contingently issuable shares in connection with our acquisitions 222 261 — Weighted average shares used in computing diluted net income per share: 96,282 91,531 82,398 Net income per share: Basic $ 0.63 $ 0.40 $ 0.00 Diluted $ 0.60 $ 0.38 $ 0.00 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The domestic and foreign components of income before income taxes were as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Domestic $ 60,024 $ 32,190 $ 12,424 Foreign 534 2,110 2,817 Total $ 60,558 $ 34,300 $ 15,241 Our income tax expense (benefit) consisted of the following components: Year Ended December 31, 2019 2018 2017 (in thousands) Current: Federal $ (1,769 ) $ 666 $ 36 State 478 295 578 Foreign 1,536 738 313 Total current income tax expense 245 1,699 927 Deferred: Federal 3,284 (1,543 ) 14,620 State 366 (255 ) (900 ) Foreign (1,545 ) (326 ) 217 Total deferred income tax expense (benefit) 2,105 (2,124 ) 13,937 Total income tax expense (benefit) $ 2,350 $ (425 ) $ 14,864 The reconciliation of our income tax expense computed at the U.S. federal statutory tax rate to the actual income tax expense is as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Expense derived by applying the Federal income tax rate to income before income taxes $ 12,717 $ 7,203 $ 5,335 State income tax, net of federal benefit 728 (204 ) 135 Foreign income tax 63 26 (631 ) Change in valuation allowance (91 ) 734 — Nondeductible officer compensation 1,329 1,092 431 Other nondeductible expenses 1,095 1,095 1,175 Stock-based expense (2,142 ) (11,788 ) (19,080 ) Research and development credit (10,765 ) — — Federal income tax rate reduction — — 25,070 Deemed repatriation of foreign earnings — — 2,211 Base erosion and anti-abuse tax (1,117 ) 1,117 — Other 533 300 218 Total income tax expense (benefit) $ 2,350 $ (425 ) $ 14,864 Our effective tax rate of 3.9% for the year ended December 31, 2019 was higher than our effective tax rate of (1.2)% for the year ended December 31, 2018 primarily due to lower excess tax benefits realized from stock-based compensation offset in part by benefits from federal and state research and development credits from a study conducted during the quarter ended December 31, 2019 for tax years 2013 through 2018 and the reversal of estimated base erosion and anti-avoidance tax (“BEAT”) accrued during 2018 pursuant to the 2017 U.S. tax reform commonly known as the Tax Cuts and Jobs Act (“TCJA”). During the quarter ended June 30, 2019, we completed a review of certain U.S. tax reform elements primarily related to BEAT and verified the existence of required information to confirm our eligibility for certain exceptions allowed under the BEAT provisions. As a result, we determined that we no longer had liability related to the BEAT as clarified in additional guidance from proposed regulations issued on December 13, 2018 and finalized on December 6, 2019. Our effective tax rate of 97.5% for the year ended December 31, 2017 was higher than the rate for 2018 primarily as a result of significant changes to the Internal Revenue Code resulting from the TCJA which was signed into law on December 22, 2017. Changes included, but were not limited to, a federal corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017 . As a result of the TCJA, we recorded $25.1 million of additional income tax expense in the fourth quarter of 2017 , the period in which the legislation was enacted, to reduce the carrying value of our net deferred tax assets to reflect the lower U.S. federal corporate tax rate. We also recognized tax expense of $2.2 million as a result of the deemed repatriation of foreign earnings. Under the TCJA, we are also subject to current tax on Global Intangible Low-Taxed Income (“GILTI”) earned by foreign subsidiaries. The FASB Staff Q&A Topic No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election either to recognize deferred taxes for temporary differences that are expected to reverse as GILTI in future years or provide for the tax expense related to GILTI resulting from those items in the year the tax is incurred. We are electing to recognize GILTI as a period expense in the period the tax is incurred. On December 22, 2017, the SEC issued Staff Accounting Bulletin No. 118 ("SAB 118") to address the application of US GAAP in situations where a registrant did not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the TCJA. In accordance with SAB 118, we determined in 2017 that the $25.1 million of deferred tax expense recorded in connection with the remeasurement of our net deferred tax assets and the $2.2 million of tax expense recorded in connection with the transition tax on the mandatory deemed repatriation of foreign earnings were provisional amounts and were reasonable estimates at December 31, 2017. In 2018, we completed our assessment of the effects of the adoption of the TCJA. There were no material changes to our original estimates. The components of deferred tax assets and liabilities are as follows: December 31, 2019 2018 (in thousands) Deferred tax assets: Reserves, deferred revenue and accrued liabilities $ 8,015 $ 17,120 Stock-based expense 8,635 8,408 Lease liabilities 31,686 — Net operating loss carryforwards and tax credits 69,043 56,210 Deferred tax assets before valuation allowance 117,379 81,738 Valuation allowance (1,233 ) (1,251 ) Total deferred tax assets, net of valuation allowance 116,146 80,487 Deferred tax liabilities: Property, equipment, and software (16,270 ) (16,810 ) Right-of-use assets (25,412 ) — Intangible assets (30,914 ) (13,580 ) Other (12,091 ) (7,495 ) Total deferred tax liabilities (84,687 ) (37,885 ) Net deferred tax assets (1) $ 31,459 $ 42,602 (1) Includes net deferred tax assets and liabilities from the acquisition of Buildium, LLC and Investor Management Services, LLC discussed in Note 3. We recognize valuation allowances on deferred tax assets if it is more likely than not that some or all of the deferred tax assets will not be realized. We had valuation allowances against certain deferred tax assets of $1.2 million and $1.3 million as of December 31, 2019 and 2018 , respectively. In 2019, we eliminated $0.8 million of valuation allowance related to stock compensation as well as the underlying deferred tax asset related to stock-based expense as we do not expect to realize these assets in the future. In 2019, we recognized additional valuation allowance of $0.2 million against net operating losses in a UK subsidiary, and $0.5 million against certain deferred tax assets associated with capital loss carryforwards. As of December 31, 2019 , our federal, state, and international net operating loss (“NOL”) carryforwards are $237.7 million , $97.7 million , and $8.4 million , respectively. These carryforwards combined with federal, state and international tax credits of $12.7 million comprise a major component of our deferred tax assets. If not used, the underlying federal NOLs will begin to expire in 2026 . The state NOLs will begin to expire in 2020 , with approximately $1.1 million expiring in the next five years . If not used, $0.1 million of our tax credits will expire in 2026, and the remaining credits will begin to expire in 2034. Approximately $0.7 million of our tax credits will be fully realizable by 2021. Our NOL carryforward balance partially consists of $54.1 million subject to Section 382 limitations, as these balances were generated by subsidiaries prior to our acquiring them as part of current and previous stock acquisitions. If unused, these NOLs begin to expire in 2026 . Our subsidiary in Hyderabad, India benefits from a tax holiday under the Special Economic Zone program. This benefit was initially granted on July 8, 2013 and applies to a portion of our operations in this location. The benefit was reduced from a 100% tax holiday to a 50% tax holiday in April 2018 and is set to expire in April 2023. We realized tax savings of $0.4 million , $0.1 million , and $0.4 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively, from the tax holiday. Our subsidiary in Manila, Philippines benefits from income tax holiday incentives pursuant to registration with the Philippine Economic Zone Authority (“PEZA”). Tax savings realized under the Philippine tax holiday incentives were $0.1 million , $0.3 million , and $0.2 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. The income tax holiday is set to expire in June 2021. Uncertain Tax Positions At December 31, 2019 and 2018 , we had no unrecognized tax benefits. Our policy is to include interest and penalties related to unrecognized income tax benefits in income tax expense, and as of December 31, 2019 and 2018 , there were no accrued interest and penalties. We file consolidated and separate tax returns in the U.S. and seven foreign jurisdictions. We are no longer subject to U.S. federal income tax examinations for years before 2016 and are no longer subject to state and local income tax examinations by tax authorities for years before 2015 ; however, net operating losses from all years continue to be subject to examinations and adjustments for at least three years following the year in which the attributes are used. Our subsidiary, RealPage India Private Limited (“RealPage India”), is currently undergoing an income tax examination for the fiscal years beginning April 1, 2011, April 1, 2012, and April 1, 2013. The India income tax authorities have assessed RealPage India additional tax and interest of $0.9 million as a result of these examinations. We believe the assessments are incorrect and have appealed the decisions to the India Commissioner of Income Tax. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 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 is 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. Foreign currency forward contracts: We enter into foreign exchange currency contracts to hedge fluctuations associated with foreign currency denominated monetary assets and liabilities, and the future payment of operating expenses by certain of our non-U.S. subsidiaries. The fair values of our foreign exchange currency contracts are based on quoted foreign exchange forward rates at the reporting date and are classified within Level 2 of the fair value hierarchy. Contingent consideration obligations: The fair value of the contingent consideration obligations includes inputs not observable in the market and thus represents a Level 3 measurement. The amount to be paid under these obligations is contingent upon the achievement of stipulated operational or financial targets by the business subsequent to acquisition. The fair value for our contingent consideration obligations 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. At December 31, 2019 , the contingent consideration obligation consisted of a potential obligation related to our Hipercept acquisition. The fair value for this contingent consideration obligation is estimated using a probability weighted discount model which considers the achievement of the conditions upon which the contingent obligation is dependent. The probability of achieving the specified conditions is generally assessed by applying a Monte Carlo weighted-average model. Inputs into the valuation model include a discount rate specific to the acquired entity, a measure of the estimated volatility, and the risk free rate of return, which for the period ended December 31, 2019 were 13.2% , 11.7% and 1.6% , respectively. At December 31, 2018, the contingent consideration obligation consisted of a potential obligation related to our LeaseLabs acquisition. During the second quarter of 2019, we paid the contingent consideration obligation related to our LeaseLabs acquisition for $6.0 million . The following tables disclose the assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 and 2018 , by the fair value hierarchy levels as described above: Fair Value at December 31, 2019 Total Level 1 Level 2 Level 3 (in thousands) Assets: Foreign currency forward contracts (1) $ 237 $ — $ 237 $ — Total assets measured at fair value $ 237 $ — $ 237 $ — Liabilities: Interest rate swap agreements $ 2,193 $ — $ 2,193 $ — Foreign currency forward contracts 14 — 14 — Contingent consideration related to the acquisition of: Hipercept 6,536 — — 6,536 Total liabilities measured at fair value $ 8,743 $ — $ 2,207 $ 6,536 (1) The fair value of foreign currency forward contracts include those designated as cash flow hedge instruments and those designated as balance sheet hedge instruments. Fair Value at December 31, 2018 Total Level 1 Level 2 Level 3 (in thousands) Assets: Interest rate swap agreements $ 923 $ — $ 923 $ — Total assets measured at fair value $ 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 years ended December 31, 2019 and 2018 . Changes in the fair value of Level 3 measurements for the reporting periods were as follows during the years ended December 31, 2019 and 2018 : December 31, 2019 2018 (in thousands) Balance at beginning of period $ 6,000 $ 414 Initial contingent consideration fair value 6,700 7,000 Settlements through cash payments (5,963 ) (247 ) Net gain on change in fair value (201 ) (1,167 ) Balance at end of period $ 6,536 $ 6,000 Gains and losses resulting from changes in the fair value of the above liabilities are included in “General and administrative” expense in the accompanying Consolidated Statements of Operations. Assets and liabilities measured at fair value on a non-recurring basis: CompStak 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 first quarter of 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. In June 30, 2019, we invested an additional $1.8 million in CompStak. The carrying value of this investment at December 31, 2019 and 2018 was $7.4 million and $3.0 million , respectively, and is included in “Other assets” in the accompanying Condensed Consolidated Balance Sheets. WayBlazer In January 2018, we paid $2.0 million in cash in return for a convertible promissory note (“Note”) from WayBlazer, Inc. (“WayBlazer”), which was an unrelated company that specialized in an artificial intelligence platform for the travel industry. During 2018, WayBlazer voluntarily filed Chapter 7 bankruptcy and ceased all operations. We were unable to determine the fair value of a recovery, if any, and therefore determined our investment in WayBlazer to be fully impaired, resulting in a non-operating loss of $2.0 million recognized in “Interest expense and other, net” in the accompanying Consolidated Statements of Operations. Refer to Note 8 for further information about assets measured at fair value on a non-recurring basis at December 31, 2019 and 2018 . There were no liabilities measured at fair value on a non-recurring basis at December 31, 2019 and 2018 . |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Stock Repurchase Program In October 2018 , our board of directors approved a share repurchase program authorizing the repurchase of up to $100.0 million of our outstanding common stock. The share repurchase program expired on October 25, 2019. In November 2019, 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 repurchase program is effective through November 7, 2020 . Shares repurchased under the stock repurchase program are retired. Repurchase activity during the years ended December 31, 2019 , 2018 and 2017 was as follows: Year Ended December 31, 2019 2018 2017 Number of shares repurchased 158,971 599,664 — Weighted-average cost per share $ 53.41 $ 46.83 $ — Total cost of shares repurchased, in thousands $ 8,491 $ 28,082 $ — Shelf Registration and Public Offering On May 21, 2018 , we filed a shelf registration statement on Form S-3 (File No. 333-225074) with the SEC, which became effective upon filing. The shelf registration allows us to sell, from time to time, an unspecified number of shares of common stock; shares of preferred stock; debt securities; warrants to purchase shares of common stock, preferred stock, or other securities; purchase contracts; and units representing two or more of the foregoing securities. On May 29, 2018 , we consummated an underwritten public offering of 8.05 million shares of our common stock, which included 1.05 million shares sold pursuant to the underwriters’ full exercise of their option to purchase additional shares. The offering was priced at $57.00 per share for total gross proceeds of $458.9 million . The aggregate net proceeds to us were $441.9 million , after deducting underwriting discounts and offering expenses in the aggregate amount of $16.9 million . Increase in Authorized Shares On June 5, 2018, our stockholders approved an amendment to our Certificate of Incorporation to increase the authorized number of shares of our Common Stock from 125,000,000 to 250,000,000 |
Derivative Financial Instrument
Derivative Financial Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments and Hedging Activities | Derivative Financial Instruments and Hedging Activities Cash Flow Hedges Interest Rate Swap Agreements We are exposed to interest rate risk on our variable rate debt. We have entered into interest rate swap agreements to effectively convert portions of our variable rate debt to a fixed-rate basis. The principal objective of these contracts is to eliminate or reduce the variability of the cash flows in interest payments associated with our variable rate debt, thus reducing the impact of interest rate changes on future interest payment cash flows. These derivative instruments are designated as cash flow hedges, as defined in ASC 815, and are assessed for effectiveness against the underlying exposure every reporting period. On March 31, 2016 , we entered into two interest rate swap agreements (collectively the “2016 Swap Agreements”). The 2016 Swap Agreements covered an aggregate notional amount of $75.0 million from March 2016 to September 2019 by replacing the obligation’s variable rate with a blended fixed rate of 0.89% . The 2016 Swap Agreements matured on September 30, 2019. On December 24, 2018 , we entered into two interest rate swap agreements (collectively the “2018 Swap Agreements”). 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 is 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 and other, net” in the accompanying Consolidated Statements of Operations as interest payments are made on our variable rate debt. Foreign Currency Forward Contracts We are exposed to market risk that includes changes in foreign exchange rates. We have operations in certain foreign countries where the functional currency is the local currency. For international operations that are determined to be extensions of the parent company, the U.S. dollar is the functional currency. As of December 31, 2019 , we have entered into a series of foreign exchange forward contracts with a total notional amount of $15.0 million to hedge the effect of adverse fluctuations in foreign currency exchange rates for the Indian rupee and Philippines peso. These contracts are designated as cash flow hedges, as defined by ASC 815, of forecasted transactions, are intended to offset the impact of exchange rate fluctuations on future operating costs, and are scheduled to mature within twelve months. The changes in the fair value of these contracts are initially reported in accumulated other comprehensive income and are subsequently reclassified into “Cost of revenue” and “Operating expenses” in the accompanying Consolidated Statements of Operations in the same period that the hedge transaction affects earnings. The table below presents the fair value of the derivative instruments designated as cash flow hedges as well as their classification in the Consolidated Balance Sheets as of December 31, 2019 and 2018 : Fair Value at Balance Sheet Location December 31, 2019 December 31, 2018 (in thousands) Derivatives designated as cash flow hedging instruments: Assets: Interest rate swaps Other assets $ — $ 923 Foreign currency forward contracts Other current assets 217 — Total derivative assets $ 217 $ 923 Liabilities: Interest rate swaps Other long-term liabilities $ 2,193 $ 413 Foreign currency forward contracts Other current liabilities 14 — Total derivative liabilities $ 2,207 $ 413 As of December 31, 2019 , we have not posted any collateral related to our derivative instruments. If we had breached any of the default provisions at December 31, 2019 , we could have been required to settle our obligations under the agreements at their termination value of $2.0 million . The table below presents the amount of gains and losses related to the derivative instruments and their location in the Consolidated Statements of Operations and the Consolidated Statements of Comprehensive Income for the fiscal years ended December 31, 2019, 2018 and 2017 : Derivatives designated as cash flow hedging instruments: Gain (Loss) Recognized in OCI Gain Recognized in Income Year ended December 31, 2019 2018 2017 Location of Gain (Loss) Recognized in Income 2019 2018 2017 Swap agreements, net of tax $ (1,477 ) $ 61 $ 318 Interest expense and other $ 403 $ 613 $ 77 Foreign currency forward contracts, net of tax 244 — $ — Cost of revenue and operating expenses 74 — — As of December 31, 2019 , we estimate that $0.9 million of the net loss related to derivatives designated as cash flow hedges recorded in other comprehensive income is expected to be reclassified into earnings within the next twelve months. Gains and losses on our cash flow hedges are net of income tax expense (benefit) of $0.9 million , $0.2 million , and $(0.1) million during the years ended December 31, 2019 , 2018 , and 2017 , respectively. Balance Sheet Hedges We also enter into foreign currency forward contracts to hedge fluctuations associated with foreign currency denominated monetary assets and liabilities, primarily associated with our lease liabilities. These forward contracts are not designated for hedge accounting treatment, therefore, the change in fair value of these derivatives is recorded as a component of “General and administrative” in the accompanying Consolidated Statements of Operations and offsets the change in fair value of the foreign currency denominated assets and liabilities, which are also recorded in “General and administrative”. As of December 31, 2019 , the notional amounts of outstanding foreign currency contracts entered into under our balance sheet hedge program was $2.8 |
Customer Deposits Held in Restr
Customer Deposits Held in Restricted Accounts | 12 Months Ended |
Dec. 31, 2019 | |
Funds Held for Others [Abstract] | |
Customer Deposits Held in Restricted Accounts | Customer Deposits Held in Restricted Accounts In connection with our payment processing services, we collect tenant funds and subsequently remit these tenant funds to our clients after varying holding periods. These funds are settled through our Originating Depository Financial Institution (“ODFI”) custodial accounts at major banks. The ODFI custodial account balance was $222.4 million and $132.2 million , and the related client deposit liability was $222.4 million and $132.2 million at December 31, 2019 and 2018 , respectively. The ODFI custodial account balances are included in our Consolidated Balance Sheets as restricted cash. The corresponding liability for these custodial balances is reflected as client deposits. In connection with the timing of our payment processing services, we are exposed to credit risk in the event of nonperformance by other parties, such as returned checks. We utilize credit analysis and other controls to manage the credit risk exposure. We have not experienced any material credit losses to date. Any expected losses are included in our allowance for doubtful accounts. The ODFI custodial accounts are in the name of RealPage wholly-owned subsidiaries. The obligations under the ODFI custodial account agreements are guaranteed by us. We offer invoice processing services to our clients as part of our overall utility management solution. This service includes the collection of invoice payments from our clients and the remittance of payments to the utility company. We had $14.7 million and $15.1 million in restricted cash and $14.7 million and $15.1 million in client deposits related to these services at December 31, 2019 and 2018 , respectively. In connection with our renter insurance products, we collect premiums from policy holders and subsequently remit the premium, net of our commission, to the underwriter. We maintain separate accounts for these transactions. We had $6.2 million and $7.3 million in restricted cash related to these renter insurance products at December 31, 2019 and 2018 , respectively. Related to these renter insurance products, we had $6.2 million and $7.3 million in client deposits at December 31, 2019 and 2018 |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (unaudited) | Selected Quarterly Financial Data (unaudited) The following is unaudited quarterly financial information for the years ended December 31, 2019 and 2018 (in thousands, except per share amounts). Three Months Ended December 31, September 30, June 30, March 31, December 31, September 30, June 30, March 31, Revenue: On demand $ 246,235 $ 245,637 $ 235,185 $ 226,519 $ 218,051 $ 215,413 $ 206,945 $ 193,300 Professional and other 8,532 9,565 8,676 7,787 8,923 9,540 9,307 8,001 Total revenue 254,767 255,202 243,861 234,306 226,974 224,953 216,252 201,301 Gross profit 143,008 146,104 138,253 134,598 129,482 130,467 125,183 120,169 Net income 20,169 11,704 15,063 11,272 6,272 9,073 8,479 10,901 Net income per share attributable to common stockholders: Basic $ 0.22 $ 0.13 $ 0.16 $ 0.12 $ 0.07 $ 0.10 $ 0.10 $ 0.13 Diluted 0.21 0.12 0.16 0.12 0.07 0.09 0.09 0.13 The above quarterly financial information should be read in conjunction with the Consolidated Financial Statements and notes thereto included herein. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Modern Message On January 22, 2020, we entered into an Agreement and Plan of Merger, by which we acquired all of the outstanding stock of Modern Message Inc., a provider of resident engagement solutions to the multifamily housing industry. Aggregate purchase consideration was $65.2 million , comprised of $63.4 million paid at closing and deferred cash obligations of up to $1.8 million , subject to working capital adjustments. The deferred cash obligations are subject to indemnification claims and will be released in part on the first anniversary of the closing with the remainder released on the second anniversary of closing. In addition, the purchase agreement provides for at least $10.0 million of management incentives that may be paid in cash or stock, and which require post-acquisition employment services over a period of three years . 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 combination was incomplete as of the filing date of this report. Such information will be included in a subsequent Quarterly Report on Form 10-Q. |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2019 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS REALPAGE, INC. December 31, 2019 (in thousands) Accounts receivable allowances Balance at Beginning of Year Adoption of ASC 606 Additions Charged to Income (2) Deductions (3) Balance at End of Year Year ended December 31: 2017 $ 2,468 $ — $ 4,458 $ (2,975 ) $ 3,951 2018 (1) 3,951 4,702 17,180 (16,983 ) 8,850 2019 8,850 — 22,718 (21,297 ) 10,271 Accounts receivable allowances represent a reserve for credits and an estimate for uncollectible accounts. (1) In 2018, we adopted ASU 2014-09, under the modified retrospective method. Under the new standard, we accrue for credit accommodations in our reserve during the month of billing, and credits reduce this reserve when issued. Comparative information from prior year periods has not been restated and continues to be reported under the accounting standards in effect for those periods. (2) Allowance for doubtful accounts are charged to expense. Credit accommodations are charged to revenue. (3) Applied credits and uncollectible accounts written off, net of recoveries. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements and footnotes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of RealPage, Inc. and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts reported in our consolidated financial statements and notes thereto have been reclassified to conform to the current period’s presentation. |
Use of Estimates | Use of Estimates |
Concentrations of Credit Risk | Concentration 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. |
Segment and Geographic Information | Segment and Geographic Information Our chief operating decision maker is our Chief Executive Officer, who reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. Accordingly, we have determined we operate as a single operating segment. |
Cash and Cash Equivalents | Cash, 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 and Customer Deposits Held in Restricted Accounts | 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. |
Property, Equipment and Software | Property, Equipment, and Software Property, equipment, and software are recorded at cost less accumulated depreciation and amortization, which are computed using the straight-line method over the following estimated useful lives: Data processing and communications equipment 3 - 5 years Furniture, fixtures, and other equipment 3 - 5 years Software 3 - 5 years Leasehold improvements Shorter of lease term or estimated useful life Software includes both purchased and internally developed software. Gains and losses from asset disposals are included in the line “General and administrative” in the Consolidated Statements of Operations. |
Internally Developed Software | Internally Developed Software Costs incurred to develop software intended for our internal use are capitalized during the application development stage. Capitalization of such costs ceases once the project is substantially complete and ready for its intended use. We also capitalize costs related to specific upgrades and enhancements when it is probable the expenditure will result in additional functionality. Costs related to preliminary project activities and post-implementation operating activities are expensed as incurred. Internally developed software costs are included in “Property, equipment, and software, net” in the accompanying Consolidated Balance Sheets and are amortized on a straight-line basis over their expected useful lives. Amortization of internally developed software is included in “Amortization of product technologies” in the accompanying Consolidated Statements of Operations. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Tangible long-lived assets held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors we consider important that could trigger an impairment review include, but are not limited to, significant under-performance relative to current and historical or projected future operating results, significant changes in the manner of our use of the asset, or significant changes in our overall business and/or product strategies. If circumstances require that a long-lived asset group be tested for impairment, determination of recoverability is based on an estimate of the undiscounted cash flows expected to be generated by that long-lived asset or asset group. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, we would recognize an impairment charge equal to the excess of the carrying value over its fair value. |
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 determined to be purchase consideration are recorded at 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 valuation of the net assets acquired as well as certain elements of purchase consideration require 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” costs in the accompanying Consolidated Statements of Operations. Acquisition costs are expensed as incurred and are included in “General and administrative” in the accompanying Consolidated Statements of Operations. We include the results of operations from acquired businesses in our consolidated financial statements from the effective date of the acquisition. |
Goodwill and Indefinite-lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets We test goodwill and indefinite-lived intangible assets for impairment separately on an annual basis in the fourth quarter of each year, or more frequently if circumstances indicate that the assets may not be recoverable. We evaluate impairment of goodwill either by assessing qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or by performing a quantitative assessment. Qualitative factors include industry and market considerations, overall financial performance, and other relevant events and circumstances affecting the reporting unit. If we choose to perform a qualitative assessment and after considering the totality of events or circumstances, we determine it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we would perform a quantitative fair value test. Our quantitative impairment assessment utilizes a weighted combination of a discounted cash flow model (known as the income approach) and comparisons to publicly traded companies engaged in similar businesses (known as the market approach). These approaches involve judgmental assumptions, including forecasted future cash flows expected to be generated by the business over an extended period of time, long-term growth rates, the identification of comparable companies, and our discount rate based on our weighted average cost of capital. These assumptions are predominately unobservable inputs and considered Level 3 measurements. To calculate any potential impairment, we compare the fair value of a reporting unit with its carrying amount, including goodwill. Any excess of the carrying amount of the reporting unit’s goodwill over its fair value is recognized as an impairment loss, and the carrying value of goodwill is written down. For purposes of goodwill impairment testing, we have one reporting unit. We quantitatively evaluate indefinite-lived intangible assets by estimating the fair value of those assets based on estimated future earnings derived from the assets using the income approach. Key assumptions for this assessment include forecasted future cash flows from estimated royalty rates and our discount rate based on our weighted average cost of capital. These assumptions are unobservable Level 3 measurements, as described in Note 14 of our Consolidated Financial Statements. Assets with indefinite lives that have been determined to be inseparable due to their interchangeable use are grouped into single units of accounting for purposes of testing for impairment. If the carrying amount of an identified intangible asset with an indefinite life exceeds its fair value, we would recognize an impairment loss equal to the excess of carrying value over fair value. |
Intangible Assets | Intangible Assets Intangible assets with determinable economic lives are carried at cost, less accumulated amortization. Our intangible assets are largely acquired in business combinations and include developed technologies, client relationships, vendor relationships, non-competition agreements and trade names. Intangible assets are amortized over the shorter of the contractual life or the estimated useful life. Intangible assets are amortized on a straight-line basis, except for client relationships which are amortized proportionately to the expected discounted cash flows derived from the asset. Estimated useful lives for intangible assets consist of the following: Developed technologies 3 - 7 years Client relationships 3 - 10 years Vendor relationships 7 years Trade names 1 - 7 years Non-competition agreements 5 - 10 years Amortization of acquired developed technologies is included in “Amortization of product technologies”, and amortization of acquired client relationships, vendor relationships, non-competition agreements and trade names is included in “Amortization of intangible assets” in the accompanying Consolidated Statements of Operations. |
Leases | Leases We determine if an arrangement contains a lease at inception. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and the corresponding lease liabilities represent its obligation to make lease payments arising from the lease. 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. The ROU asset is reduced for tenant incentives and excludes any initial direct costs incurred. 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. Certain of our leases include options to extend the lease. Our lease values include options to extend the lease when it is reasonably certain we will exercise such options. Operating and finance leases are included in “Right-of-use assets”, “Accrued expenses and other current liabilities”, and “Lease liabilities, net of current portion” in the accompanying Consolidated Balance Sheets. Lease expenses for minimum lease payments for operating leases are recognized on a straight-line basis over the lease term. Amortization expense of the ROU asset for finance leases is recognized on a straight-line basis over the lease term and interest expense for finance leases is recognized based on the incremental borrowing rate. |
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 and payment processing 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 contract with our underwriting partner provides for contingent commissions to be paid to us in accordance with the agreement. 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. Contract 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 obligation represents 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. Cost of Revenue 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 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 Consolidated Financial Statements and related disclosures. We recognized $117.2 million of on demand revenue during the year ended December 31, 2019 , which was included in the line “Deferred revenue” in the accompanying Consolidated Balance Sheets 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 |
Sales and Marketing Expenses and Deferred Commissions | Sales and Marketing Expenses and Deferred Commissions Sales and marketing expenses consist primarily of personnel and related costs, including salaries, benefits, bonuses, commissions, travel, and stock-based compensation. Other costs included are marketing and promotional events, our annual user conference, and other online and product marketing costs. We amortize sales commissions that are directly attributable to a contract over an estimated customer benefit period of three years . |
Stock-Based Expense | Stock-Based Expense We recognize compensation expense related to stock options and restricted stock based on the estimated fair value of the awards on the date of grant. We generally grant time-based stock options and restricted stock awards, which vest over a specified period of time, and market-based awards, which become eligible to vest only after the achievement of a condition based upon the trading price of our common stock and vest over a specified period of time thereafter. The fair value of employee stock options is estimated on the date of grant using a binomial option pricing model, the Black-Scholes model. The fair value of time-based restricted stock awards is based on the closing price of our common stock on the date of grant. The fair value of market-based restricted stock awards is estimated using a discrete model based on multiple stock price-paths developed through the use of a Monte Carlo simulation. For time-based stock options and restricted stock awards, expense is recognized on a straight-line basis over the requisite service period. Expense associated with market-based awards is recognized over the requisite service period using the graded-vesting attribution method. Share-based compensation is reduced for forfeitures once they occur. |
Income Taxes | Income Taxes Income taxes are recorded based on the liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. We recognize the effect of tax rate changes on current and accumulated deferred income taxes in the period in which the rate changes are enacted. Valuation allowances are provided when it is more likely than not that all or a portion of the deferred tax asset will not be realized. The factors used to assess the need for a valuation allowance include historical earnings, our latest forecast of taxable income, and available tax planning strategies that could be implemented to realize the net deferred tax assets. In projecting future taxable income, we begin with historical results and incorporate assumptions including the amount of future state, federal and foreign pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies, if any. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying businesses. We may recognize a tax benefit from uncertain tax positions only if it is at least more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement with the taxing authorities. |
Fair Value Measurements | Fair Value Measurements We measure our 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. |
Recently Adopted and 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 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. Certain of our leases include options to extend the lease. Our lease values include options to extend the lease when it is reasonably certain we will exercise such options. Subsequent to the Transition Date and during the first quarter of 2019, 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 7 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. The effect of this adoption did not have a material impact to our financial statements. 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. We plan to adopt this guidance prospectively to eligible costs incurred on or after January 1, 2020, and we are currently evaluating potential changes to related processes and internal controls. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives of Property, Equipment and Software | Property, equipment, and software are recorded at cost less accumulated depreciation and amortization, which are computed using the straight-line method over the following estimated useful lives: Data processing and communications equipment 3 - 5 years Furniture, fixtures, and other equipment 3 - 5 years Software 3 - 5 years Leasehold improvements Shorter of lease term or estimated useful life Property, equipment, and software consisted of the following at December 31, 2019 and 2018 : December 31, 2019 2018 (in thousands) Leasehold improvements $ 70,558 $ 63,391 Data processing and communications equipment 77,358 68,015 Furniture, fixtures, and other equipment 35,856 33,840 Software 157,832 131,437 Property, equipment, and software, gross 341,604 296,683 Less: Accumulated depreciation and amortization (178,322 ) (143,155 ) Property, equipment, and software, net $ 163,282 $ 153,528 |
Estimated Useful Lives of Intangible Assets | Estimated useful lives for intangible assets consist of the following: Developed technologies 3 - 7 years Client relationships 3 - 10 years Vendor relationships 7 years Trade names 1 - 7 years Non-competition agreements 5 - 10 years |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following at December 31, 2019 and 2018 : December 31, 2019 2018 (in thousands) Accrued compensation, payroll taxes, and benefits $ 28,444 $ 29,405 Sales tax obligations 4,232 3,673 Current portion of liabilities related to acquisitions 23,431 47,173 Lease-related liabilities (1) 16,127 2,640 Other current liabilities 16,804 12,591 Total accrued expenses and other current liabilities $ 89,038 $ 95,482 |
Other Long-Term Liabilities | Other long-term liabilities consisted of the following at December 31, 2019 and 2018 : December 31, 2019 2018 (in thousands) Deferred rent (1) $ — $ 25,207 Liabilities related to acquisitions 14,852 10,969 Deferred tax liabilities 2,353 — Other long-term liabilities 5,735 1,014 Total other long-term liabilities $ 22,940 $ 37,190 (1) We adopted ASU 2016-02, Leases (Topic 842) effective January 1, 2019. We used the optional transition method described in the Recently Adopted Accounting Standards |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Allocated Purchase Price | A summary of each acquisition can be found in the table below: 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) Axiometrics LLC January 2017 $ 73,757 $ 66,050 $ (5,963 ) $ 25,530 $ 54,190 American Utility Management June 2017 $ 69,412 $ 64,775 $ 1,107 $ 22,398 $ 45,907 On-Site Manager, Inc. September 2017 $ 251,109 $ 225,300 $ 3,197 $ 65,320 $ 182,592 PEX Software Limited October 2017 $ 6,031 $ 5,103 $ (369 ) $ 3,100 $ 3,300 Lease Rent Options December 2017 $ 299,923 $ 298,040 $ 5,263 $ 91,666 $ 202,994 ClickPay Services, Inc. April 2018 $ 220,992 $ 138,983 $ (4,620 ) $ 52,700 $ 172,912 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 $ 54,815 $ 47,895 $ 892 $ 12,200 $ 41,723 LeaseTerm Solutions Hipercept Simple Bills IMS Buildium (in thousands) Fair value of purchase consideration: Cash, net of cash acquired $ 23,417 $ 17,804 $ 14,875 $ 50,177 $ 566,241 Deferred obligations, net 3,095 3,799 3,274 5,428 3,190 Contingent consideration — 6,700 — — — Total fair value of purchase consideration $ 26,512 $ 28,303 $ 18,149 $ 55,605 $ 569,431 Fair value of net assets acquired: Restricted cash $ 5,889 $ — $ — $ — $ 781 Accounts receivable 491 846 809 830 1,359 Property, equipment, and software 400 171 82 832 1,630 Intangible assets: Developed product technologies — 1,700 4,000 7,300 57,000 Client relationships 7,100 3,000 5,200 7,500 55,000 Trade names 200 100 100 200 2,000 Non-compete agreements — — — 1,100 — Right-of-use assets 167 435 1,993 2,457 14,071 Goodwill 18,625 23,354 9,573 39,445 468,770 Other assets — 18 115 596 3,710 Accounts payable and accrued liabilities (342 ) (751 ) (1,497 ) (1,180 ) (8,389 ) Client deposits held in restricted accounts (5,889 ) — — — (781 ) Deferred revenue — (253 ) (547 ) (1,124 ) (3,715 ) Other long-term liabilities (129 ) (317 ) (1,679 ) (2,120 ) (11,893 ) Deferred tax liability, net — — — (231 ) (10,112 ) Total fair value of net assets acquired $ 26,512 $ 28,303 $ 18,149 $ 55,605 $ 569,431 |
Schedule of Business Acquisitions Contingent Consideration | The following table presents changes in our deferred cash and stock obligations and contingent consideration for the fiscal years ended December 31, 2019 and 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 Additions, net of fair value discount 18,183 6,700 24,883 Cash payments (25,215 ) (5,963 ) (31,178 ) Settlements through common stock issued (14,846 ) — (14,846 ) Accretion expense 1,540 58 1,598 Change in fair value — (259 ) (259 ) Indemnification claims and other adjustments (57 ) — (57 ) Balance at December 31, 2019 $ 31,747 $ 6,536 $ 38,283 |
Pro Forma Financial Information | Year Ended December 31, 2019 2018 (unaudited) (in thousands, except per share amounts) Total revenue $ 1,059,141 $ 960,009 Net income (loss) $ 20,000 $ (15,297 ) Net income (loss) per share: Basic $ 0.22 $ (0.17 ) Diluted $ 0.21 $ (0.17 ) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 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. Year Ended December 31, 2019 2018 2017 (in thousands) On demand Property management $ 205,903 $ 186,975 $ 167,002 Resident services 421,075 350,457 272,176 Leasing and marketing 179,622 166,361 123,804 Asset optimization 146,976 129,916 79,640 Total on demand revenue 953,576 833,709 642,622 Professional and other 34,560 35,771 28,341 Total revenue $ 988,136 $ 869,480 $ 670,963 |
Capitalized Contract Cost | Below is a summary of our capitalized commissions costs and their respective locations in the accompanying Consolidated Balance Sheets: Balance Sheet Location December 31, 2019 December 31, 2018 (in thousands) Capitalized commissions costs - current Other current assets $ 9,870 $ 6,679 Capitalized commissions costs - noncurrent Other assets 8,463 7,757 Total capitalized commissions costs $ 18,333 $ 14,436 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable consisted of the following at December 31, 2019 and 2018 : December 31, 2019 2018 (in thousands) Trade receivables from clients $ 137,039 $ 120,767 Insurance commissions receivable 16,359 11,679 Accounts receivable, gross 153,398 132,446 Less: Allowances (10,271 ) (8,850 ) Accounts receivable, net $ 143,127 $ 123,596 |
Property, Equipment and Softw_2
Property, Equipment and Software (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Components of Property, Equipment and Software | Property, equipment, and software are recorded at cost less accumulated depreciation and amortization, which are computed using the straight-line method over the following estimated useful lives: Data processing and communications equipment 3 - 5 years Furniture, fixtures, and other equipment 3 - 5 years Software 3 - 5 years Leasehold improvements Shorter of lease term or estimated useful life Property, equipment, and software consisted of the following at December 31, 2019 and 2018 : December 31, 2019 2018 (in thousands) Leasehold improvements $ 70,558 $ 63,391 Data processing and communications equipment 77,358 68,015 Furniture, fixtures, and other equipment 35,856 33,840 Software 157,832 131,437 Property, equipment, and software, gross 341,604 296,683 Less: Accumulated depreciation and amortization (178,322 ) (143,155 ) Property, equipment, and software, net $ 163,282 $ 153,528 |
Leases Leases (Tables)
Leases Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Lease, Cost | Supplemental cash flow information related to leases for the twelve months ended December 31, 2019 , was as follows, in thousands: Cash payments for lease liabilities within operating activities: Operating leases $ 14,890 Finance leases $ 4,221 The components of lease costs for the year ended December 31, 2019 were as follows: December 31, 2019 (in thousands) Operating lease cost $ 13,949 Finance lease cost: Depreciation of finance lease asset $ 3,969 Interest on lease liabilities 4,221 Total finance lease cost $ 8,190 |
Assets And Liabilities, Lessee | Supplemental balance sheet information related to leases at December 31, 2019 , was as follows: Operating leases Finance leases Total leases (in thousands, except lease term and discount rate) Right-of-use assets $ 67,700 $ 54,241 $ 121,941 Lease liabilities, current (1) $ 12,873 $ 3,254 $ 16,127 Lease liabilities, net of current portion 59,822 73,491 133,313 Total lease liabilities $ 72,695 $ 76,745 $ 149,440 Weighted average remaining term (in years) 6.1 13.7 Weighted average discount rate 4.8 % 5.4 % (1) |
Lessee, Operating Lease, Liability, Maturity | At December 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 2020 $ 14,727 $ 6,819 $ 21,546 2021 15,585 7,504 23,089 2022 13,579 7,609 21,188 2023 11,951 7,714 19,665 2024 9,955 7,819 17,774 Thereafter 18,488 72,215 90,703 Total undiscounted lease payments 84,285 109,680 193,965 Present value adjustment (11,590 ) (32,935 ) (44,525 ) Present value of lease payments $ 72,695 $ 76,745 $ 149,440 |
Finance Lease, Liability, Maturity | At December 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 2020 $ 14,727 $ 6,819 $ 21,546 2021 15,585 7,504 23,089 2022 13,579 7,609 21,188 2023 11,951 7,714 19,665 2024 9,955 7,819 17,774 Thereafter 18,488 72,215 90,703 Total undiscounted lease payments 84,285 109,680 193,965 Present value adjustment (11,590 ) (32,935 ) (44,525 ) Present value of lease payments $ 72,695 $ 76,745 $ 149,440 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Change in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill during the years ended December 31, 2019 and 2018 , were as follows, in thousands: Balance at January 1, 2018 $ 751,052 Goodwill acquired 304,162 Measurement period and other adjustments (2,095 ) Balance at December 31, 2018 1,053,119 Goodwill acquired 558,977 Measurement period and other adjustments (347 ) Balance at December 31, 2019 $ 1,611,749 |
Other Intangible Assets | Intangible assets consisted of the following at December 31, 2019 and 2018 : December 31, 2019 December 31, 2018 Carrying Amount Accumulated Amortization Net Carrying Amount Accumulated Amortization Net (in thousands) Finite-lived intangible assets: Developed technologies $ 277,030 $ (125,537 ) $ 151,493 $ 207,310 $ (100,445 ) $ 106,865 Client relationships 341,438 (140,044 ) 201,394 264,228 (107,155 ) 157,073 Vendor relationships — — — 5,650 (5,650 ) — Trade names 25,557 (16,928 ) 8,629 22,956 (10,682 ) 12,274 Non-compete agreements 5,273 (2,186 ) 3,087 4,173 (1,395 ) 2,778 Total finite-lived intangible assets 649,298 (284,695 ) 364,603 504,317 (225,327 ) 278,990 Indefinite-lived intangible assets: Trade names 8,393 — 8,393 8,388 — 8,388 Total intangible assets $ 657,691 $ (284,695 ) $ 372,996 $ 512,705 $ (225,327 ) $ 287,378 |
Estimated Amortization of Intangible Assets | The following table sets forth the estimated amortization of intangible assets for the years ending December 31, in thousands: 2020 $ 79,124 2021 71,091 2022 60,529 2023 52,702 2024 47,745 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Principal outstanding and unamortized debt issuance costs for the term loans were as follows at December 31, 2019 and 2018 : December 31, 2019 December 31, 2018 Term Loans (in thousands) Principal outstanding $ 596,250 $ 304,990 Unamortized issuance costs (942 ) (777 ) Unamortized discount (1,245 ) (498 ) Carrying value $ 594,063 $ 303,715 |
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 2020 $ 18,750 2021 30,000 2022 33,750 2023 48,750 2024 465,000 $ 596,250 |
Schedule of Convertible Debt | The following table sets forth total interest expense related to the Convertible Notes for the year ended December 31, 2019 , 2018 , and 2017 : December 31, 2019 2018 2017 (in thousands) Contractual interest expense $ 5,175 $ 5,175 $ 3,119 Amortization of debt discount 10,948 10,322 5,991 Amortization of debt issuance costs 1,402 1,322 766 $ 17,525 $ 16,819 $ 9,876 The net carrying amount of the Convertible Notes at December 31, 2019 and 2018 , was as follows: December 31, 2019 2018 (in thousands) Liability component: Principal amount $ 344,995 $ 345,000 Unamortized discount (35,287 ) (46,235 ) Unamortized debt issuance costs (4,520 ) (5,922 ) $ 305,188 $ 292,843 Equity component, net of issuance costs and deferred tax: $ 61,390 $ 61,390 |
Stock-based Expense and Emplo_2
Stock-based Expense and Employee Benefits (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan | The following table represents a consolidated summary of our stock-based plan activity: Year Ended December 31, 2019 2018 2017 (in thousands) Total compensation expense recognized $ 62,563 $ 50,641 $ 45,835 Cash proceeds related to stock-based expense transactions $ 5,833 $ 13,163 $ 27,014 Aggregate grant-date fair value of shares and stock options that vested during the year $ 49,229 $ 49,711 $ 48,662 |
Summary of Stock Option Transactions Under Equity Plan, Stock Incentive Plan, Multifamily Technology Solutions Plan and Board Plan | The following table summarizes stock option transactions under our Stock Incentive Plan and Equity Incentive Plan: Number of Shares Range of Exercise Prices Weighted Average Exercise Price Balance as of January 1, 2017 3,607,089 $ 2.55 – $ 29.50 $ 19.58 Exercised (1,344,569 ) 5.04 – 29.50 20.09 Forfeited/cancelled (61,892 ) 15.19 – 25.70 19.66 Expired (163 ) 2.55 – 2.82 2.73 Balance at December 31, 2017 2,200,465 4.28 – 29.50 19.26 Exercised (658,564 ) 4.92 – 29.50 20.00 Forfeited/cancelled (11,329 ) 15.19 – 25.70 18.85 Expired (2,250 ) 7.00 – 7.00 7.00 Balance at December 31, 2018 1,528,322 4.28 – 29.50 18.96 Exercised (305,030 ) 4.28 – 29.50 19.12 Forfeited/cancelled (725 ) 18.79 – 20.34 19.79 Other 2,585 17.67 – 27.18 22.59 Balance at December 31, 2019 1,225,152 7.50 – 29.50 18.94 |
Outstanding Stock Options, Vested and Expected to Vest, Non-Vested and Stock Options Currently Exercisable | The below table provides information regarding outstanding stock options which were fully vested and exercisable at December 31: 2019 2018 Options Fully Vested & Exercisable Options Fully Vested & Exercisable Number of options 1,225,152 1,528,322 Weighted-average remaining contractual term (in years) 3.1 4.1 Weighted-average exercise price $ 18.94 $ 18.96 Aggregate intrinsic value, in thousands $ 42,650 $ 44,674 |
Summary of Time-Based Restricted Share Awards' Activity | A summary of time-based restricted stock award activity is presented in the table below. Number of Shares Weighted Average Grant-Date Fair Value Non-vested shares at January 1, 2017 1,633,501 $ 20.78 Granted 1,359,578 36.25 Vested (953,749 ) 23.73 Forfeited/cancelled (283,342 ) 28.01 Non-vested shares at December 31, 2017 1,755,988 30.05 Granted 1,289,866 53.26 Vested (1,017,367 ) 31.92 Forfeited/cancelled (242,675 ) 40.70 Non-vested shares at December 31, 2018 1,785,812 44.34 Granted 880,594 60.37 Vested (1,036,973 ) 42.22 Forfeited/cancelled (261,416 ) 52.53 Non-vested shares at December 31, 2019 1,368,017 54.70 |
Market Based Restricted Stock Units Activity | A summary of market-based restricted stock award activity is presented in the table below. Number of Shares Weighted Average Grant-Date Fair Value Balance as of January 1, 2017 1,564,160 $ 12.73 Granted 535,441 28.18 Vested (1,407,133 ) 13.69 Forfeited/cancelled (2,303 ) 13.34 Balance at December 31, 2017 690,165 22.76 Granted 517,364 35.66 Vested (677,857 ) 23.02 Balance at December 31, 2018 529,672 35.03 Granted 489,948 38.24 Vested (144,455 ) 33.37 Forfeited/cancelled (36,703 ) 35.66 Balance at December 31, 2019 838,462 37.17 |
Restricted Stock Unit Valuation Assumptions | The weighted average of assumptions used to value awards granted during 2019 , 2018 , and 2017 were as follows: 2019 2018 2017 Risk-free interest rate 2.5 % 2.5 % 1.8 % Expected volatility 29.6 % 31.2 % 31.6 % |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Net Income (Loss) Per Share | The following table presents the calculation of basic and diluted net income per share attributable to common stockholders: Year Ended December 31, 2019 2018 2017 (in thousands, except per share amounts) Numerator: Net income $ 58,208 $ 34,725 $ 377 Denominator: Basic: Weighted average shares used in computing basic net income per share: 92,017 87,290 79,433 Diluted: Add weighted average effect of dilutive securities: Stock options and restricted stock 1,368 2,032 2,884 Convertible Notes and Warrants 2,675 1,948 81 Contingently issuable shares in connection with our acquisitions 222 261 — Weighted average shares used in computing diluted net income per share: 96,282 91,531 82,398 Net income per share: Basic $ 0.63 $ 0.40 $ 0.00 Diluted $ 0.60 $ 0.38 $ 0.00 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Domestic and Foreign Components of Income (Loss) before Provision for Income Taxes | The domestic and foreign components of income before income taxes were as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Domestic $ 60,024 $ 32,190 $ 12,424 Foreign 534 2,110 2,817 Total $ 60,558 $ 34,300 $ 15,241 |
(Benefit) Provision for Income Taxes | Our income tax expense (benefit) consisted of the following components: Year Ended December 31, 2019 2018 2017 (in thousands) Current: Federal $ (1,769 ) $ 666 $ 36 State 478 295 578 Foreign 1,536 738 313 Total current income tax expense 245 1,699 927 Deferred: Federal 3,284 (1,543 ) 14,620 State 366 (255 ) (900 ) Foreign (1,545 ) (326 ) 217 Total deferred income tax expense (benefit) 2,105 (2,124 ) 13,937 Total income tax expense (benefit) $ 2,350 $ (425 ) $ 14,864 |
Reconciliation of Income Tax (Benefit) Expense Computed at Federal Statutory Tax Rate to Actual Income Tax (Benefit) Expense | The reconciliation of our income tax expense computed at the U.S. federal statutory tax rate to the actual income tax expense is as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Expense derived by applying the Federal income tax rate to income before income taxes $ 12,717 $ 7,203 $ 5,335 State income tax, net of federal benefit 728 (204 ) 135 Foreign income tax 63 26 (631 ) Change in valuation allowance (91 ) 734 — Nondeductible officer compensation 1,329 1,092 431 Other nondeductible expenses 1,095 1,095 1,175 Stock-based expense (2,142 ) (11,788 ) (19,080 ) Research and development credit (10,765 ) — — Federal income tax rate reduction — — 25,070 Deemed repatriation of foreign earnings — — 2,211 Base erosion and anti-abuse tax (1,117 ) 1,117 — Other 533 300 218 Total income tax expense (benefit) $ 2,350 $ (425 ) $ 14,864 |
Components of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities are as follows: December 31, 2019 2018 (in thousands) Deferred tax assets: Reserves, deferred revenue and accrued liabilities $ 8,015 $ 17,120 Stock-based expense 8,635 8,408 Lease liabilities 31,686 — Net operating loss carryforwards and tax credits 69,043 56,210 Deferred tax assets before valuation allowance 117,379 81,738 Valuation allowance (1,233 ) (1,251 ) Total deferred tax assets, net of valuation allowance 116,146 80,487 Deferred tax liabilities: Property, equipment, and software (16,270 ) (16,810 ) Right-of-use assets (25,412 ) — Intangible assets (30,914 ) (13,580 ) Other (12,091 ) (7,495 ) Total deferred tax liabilities (84,687 ) (37,885 ) Net deferred tax assets (1) $ 31,459 $ 42,602 (1) Includes net deferred tax assets and liabilities from the acquisition of Buildium, LLC and Investor Management Services, LLC discussed in Note 3. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets measured at fair value on a recurring basis | The following tables disclose the assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 and 2018 , by the fair value hierarchy levels as described above: Fair Value at December 31, 2019 Total Level 1 Level 2 Level 3 (in thousands) Assets: Foreign currency forward contracts (1) $ 237 $ — $ 237 $ — Total assets measured at fair value $ 237 $ — $ 237 $ — Liabilities: Interest rate swap agreements $ 2,193 $ — $ 2,193 $ — Foreign currency forward contracts 14 — 14 — Contingent consideration related to the acquisition of: Hipercept 6,536 — — 6,536 Total liabilities measured at fair value $ 8,743 $ — $ 2,207 $ 6,536 (1) The fair value of foreign currency forward contracts include those designated as cash flow hedge instruments and those designated as balance sheet hedge instruments. Fair Value at December 31, 2018 Total Level 1 Level 2 Level 3 (in thousands) Assets: Interest rate swap agreements $ 923 $ — $ 923 $ — Total assets measured at fair value $ 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 liabilities measured on recurring basis | The following tables disclose the assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 and 2018 , by the fair value hierarchy levels as described above: Fair Value at December 31, 2019 Total Level 1 Level 2 Level 3 (in thousands) Assets: Foreign currency forward contracts (1) $ 237 $ — $ 237 $ — Total assets measured at fair value $ 237 $ — $ 237 $ — Liabilities: Interest rate swap agreements $ 2,193 $ — $ 2,193 $ — Foreign currency forward contracts 14 — 14 — Contingent consideration related to the acquisition of: Hipercept 6,536 — — 6,536 Total liabilities measured at fair value $ 8,743 $ — $ 2,207 $ 6,536 (1) The fair value of foreign currency forward contracts include those designated as cash flow hedge instruments and those designated as balance sheet hedge instruments. Fair Value at December 31, 2018 Total Level 1 Level 2 Level 3 (in thousands) Assets: Interest rate swap agreements $ 923 $ — $ 923 $ — Total assets measured at fair value $ 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 |
Changes in Level 3 fair value measurements | Changes in the fair value of Level 3 measurements for the reporting periods were as follows during the years ended December 31, 2019 and 2018 : December 31, 2019 2018 (in thousands) Balance at beginning of period $ 6,000 $ 414 Initial contingent consideration fair value 6,700 7,000 Settlements through cash payments (5,963 ) (247 ) Net gain on change in fair value (201 ) (1,167 ) Balance at end of period $ 6,536 $ 6,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of Repurchase Agreements | Shares repurchased under the stock repurchase program are retired. Repurchase activity during the years ended December 31, 2019 , 2018 and 2017 was as follows: Year Ended December 31, 2019 2018 2017 Number of shares repurchased 158,971 599,664 — Weighted-average cost per share $ 53.41 $ 46.83 $ — Total cost of shares repurchased, in thousands $ 8,491 $ 28,082 $ — |
Derivative Financial Instrume_2
Derivative Financial Instruments and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Cash Flow Hedging Instruments, Statements of Financial Performance and Financial Position, Location | The table below presents the fair value of the derivative instruments designated as cash flow hedges as well as their classification in the Consolidated Balance Sheets as of December 31, 2019 and 2018 : Fair Value at Balance Sheet Location December 31, 2019 December 31, 2018 (in thousands) Derivatives designated as cash flow hedging instruments: Assets: Interest rate swaps Other assets $ — $ 923 Foreign currency forward contracts Other current assets 217 — Total derivative assets $ 217 $ 923 Liabilities: Interest rate swaps Other long-term liabilities $ 2,193 $ 413 Foreign currency forward contracts Other current liabilities 14 — Total derivative liabilities $ 2,207 $ 413 |
Derivative Instruments, Gain (Loss) | The table below presents the amount of gains and losses related to the derivative instruments and their location in the Consolidated Statements of Operations and the Consolidated Statements of Comprehensive Income for the fiscal years ended December 31, 2019, 2018 and 2017 : Derivatives designated as cash flow hedging instruments: Gain (Loss) Recognized in OCI Gain Recognized in Income Year ended December 31, 2019 2018 2017 Location of Gain (Loss) Recognized in Income 2019 2018 2017 Swap agreements, net of tax $ (1,477 ) $ 61 $ 318 Interest expense and other $ 403 $ 613 $ 77 Foreign currency forward contracts, net of tax 244 — $ — Cost of revenue and operating expenses 74 — — |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data | The following is unaudited quarterly financial information for the years ended December 31, 2019 and 2018 (in thousands, except per share amounts). Three Months Ended December 31, September 30, June 30, March 31, December 31, September 30, June 30, March 31, Revenue: On demand $ 246,235 $ 245,637 $ 235,185 $ 226,519 $ 218,051 $ 215,413 $ 206,945 $ 193,300 Professional and other 8,532 9,565 8,676 7,787 8,923 9,540 9,307 8,001 Total revenue 254,767 255,202 243,861 234,306 226,974 224,953 216,252 201,301 Gross profit 143,008 146,104 138,253 134,598 129,482 130,467 125,183 120,169 Net income 20,169 11,704 15,063 11,272 6,272 9,073 8,479 10,901 Net income per share attributable to common stockholders: Basic $ 0.22 $ 0.13 $ 0.16 $ 0.12 $ 0.07 $ 0.10 $ 0.10 $ 0.13 Diluted 0.21 0.12 0.16 0.12 0.07 0.09 0.09 0.13 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2019USD ($)reporting_unit | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Mar. 31, 2019USD ($) | Jan. 01, 2019USD ($) | |
Schedule Of Significant Accounting Policies [Line Items] | |||||
Bed debt expense | $ 2,800 | $ 3,700 | $ 3,200 | ||
Number of reporting units | reporting_unit | 1 | ||||
Revenue recognition period (in years) | 3 years | ||||
Deferred commissions period of benefit | 3 years | ||||
Advertising costs | $ 29,400 | 26,400 | $ 22,800 | ||
Operating, ROU asset | 67,700 | ||||
Operating lease liability | 72,695 | ||||
Right-of-use assets | 54,241 | ||||
Finance lease liability | 76,745 | ||||
Minimum | |||||
Schedule Of Significant Accounting Policies [Line Items] | |||||
Operating, ROU asset | $ 73,900 | ||||
Maximum | |||||
Schedule Of Significant Accounting Policies [Line Items] | |||||
Operating, ROU asset | $ 101,500 | ||||
North America | |||||
Schedule Of Significant Accounting Policies [Line Items] | |||||
Net long-lived assets | 154,500 | 144,300 | |||
International Subsidiaries | |||||
Schedule Of Significant Accounting Policies [Line Items] | |||||
Net long-lived assets | $ 8,800 | $ 9,200 | |||
Accounting Standards Update 2016-02 | |||||
Schedule Of Significant Accounting Policies [Line Items] | |||||
Operating, ROU asset | $ (36,400) | ||||
Operating lease liability | (58,600) | ||||
Right-of-use assets | 58,200 | ||||
Finance lease liability | $ 80,400 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Estimated Useful Lives of Property, Equipment and Software (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
Data processing and communications equipment | Minimum | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property plant and equipment, useful life (in years) | 3 years |
Data processing and communications equipment | Maximum | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property plant and equipment, useful life (in years) | 5 years |
Furniture, fixtures and other equipment | Minimum | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property plant and equipment, useful life (in years) | 3 years |
Furniture, fixtures and other equipment | Maximum | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property plant and equipment, useful life (in years) | 5 years |
Software | Minimum | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property plant and equipment, useful life (in years) | 3 years |
Software | Maximum | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property plant and equipment, useful life (in years) | 5 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Estimated Useful Lives of Finite Lived Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Developed technologies | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of finite-lived intangible asset | 3 years |
Developed technologies | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of finite-lived intangible asset | 7 years |
Client relationships | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of finite-lived intangible asset | 3 years |
Client relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of finite-lived intangible asset | 10 years |
Vendor relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of finite-lived intangible asset | 7 years |
Trade names | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of finite-lived intangible asset | 1 year |
Trade names | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of finite-lived intangible asset | 7 years |
Non-competition agreements | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of finite-lived intangible asset | 5 years |
Non-competition agreements | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of finite-lived intangible asset | 10 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Accrued compensation, payroll taxes, and benefits | $ 28,444 | $ 29,405 |
Sales tax obligations | 4,232 | 3,673 |
Current portion of liabilities related to acquisitions | 23,431 | 47,173 |
Lease-related liabilities(1) | 16,127 | |
Lease-related liabilities(1) | 2,640 | |
Other current liabilities | 16,804 | 12,591 |
Total accrued expenses and other current liabilities | $ 89,038 | $ 95,482 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Other Long Term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Deferred rent | $ 25,207 | |
Liabilities related to acquisitions | $ 14,852 | 10,969 |
Deferred tax liabilities | 2,353 | |
Other long-term liabilities | 5,735 | 1,014 |
Total other long-term liabilities | $ 22,940 | $ 37,190 |
Acquisitions Acquisitions - 201
Acquisitions Acquisitions - 2019 Acquisitions (Details) - USD ($) $ in Thousands | Dec. 11, 2019 | Jul. 26, 2019 | Jul. 10, 2019 | Apr. 11, 2019 | Nov. 30, 2021 | Nov. 30, 2020 | Nov. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||||||||
Deferred cash obligations | $ 31,747 | $ 52,142 | $ 47,016 | |||||||
Goodwill | 1,611,749 | 1,053,119 | 751,052 | |||||||
Contingent consideration | 6,536 | $ 6,000 | $ 414 | |||||||
Working capital adjustments | $ 500 | |||||||||
Buildium | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Aggregate purchase consideration | $ 569,400 | 569,431 | ||||||||
Release period | 1 year | |||||||||
Deferred compensation for key employees | $ 11,700 | |||||||||
Maximum contractual term | 2 years | |||||||||
Goodwill | $ 468,800 | 468,770 | ||||||||
Goodwill, expected tax deductible amount | 193,900 | |||||||||
Acquisition costs | 2,400 | |||||||||
Contingent consideration | 0 | |||||||||
IMS | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Aggregate purchase consideration | $ 55,600 | 55,605 | ||||||||
Release period | 18 months | |||||||||
Goodwill | $ 39,400 | 39,445 | ||||||||
Goodwill, expected tax deductible amount | 34,800 | |||||||||
Acquisition costs | 1,000 | |||||||||
Contingent consideration | 0 | |||||||||
SimpleBills Corporation | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Aggregate purchase consideration | $ 18,100 | 18,149 | ||||||||
Release period | 2 years | |||||||||
Goodwill | $ 9,600 | 9,573 | ||||||||
Acquisition costs | 100 | |||||||||
Contingent consideration | 0 | |||||||||
Hipercept | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Aggregate purchase consideration | $ 28,300 | 28,303 | ||||||||
Contingent cash obligation/payment | 28,000 | |||||||||
Contingent consideration, net of change in fair value adjustment | 6,500 | |||||||||
Goodwill | 23,400 | 23,354 | ||||||||
Acquisition costs | 300 | |||||||||
Contingent consideration | 6,700 | 6,700 | ||||||||
Lease Term Insurance Group LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Aggregate purchase consideration | 26,500 | 26,512 | ||||||||
Goodwill | 18,600 | 18,625 | ||||||||
Contingent consideration | 0 | |||||||||
Acquisition costs | 300 | |||||||||
Maximum | Buildium | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Deferred cash obligations | 3,400 | |||||||||
Maximum | IMS | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Deferred cash obligations | $ 5,700 | |||||||||
Percentage of ownership interests | 100.00% | |||||||||
Maximum | SimpleBills Corporation | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Deferred cash obligations | 3,400 | |||||||||
Maximum | Hipercept | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Deferred cash obligations | $ 4,000 | |||||||||
Percentage of ownership interests | 100.00% | |||||||||
Maximum | Lease Term Insurance Group LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Deferred cash obligations | $ 2,700 | |||||||||
Contingent Consideration, Cash Payments | Hipercept | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent cash obligation/payment | $ 25,300 | |||||||||
Restricted Stock | Contingent Consideration, Stock Grants | Buildium | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent cash obligation/payment | 15,000 | |||||||||
Service-Based Restricted Stock | Contingent Consideration, Stock Grants | Buildium | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent cash obligation/payment | 7,500 | |||||||||
Performance-Based Restricted Stock | Buildium | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock-based compensation over service period | 3,800 | |||||||||
Performance-Based Restricted Stock | Hipercept | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock-based compensation over service period | 800 | |||||||||
Performance-Based Restricted Stock | Contingent Consideration, Stock Grants | Buildium | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent cash obligation/payment | $ 7,500 | |||||||||
Performance-Based Restricted Stock | Contingent Consideration, Stock Grants | SimpleBills Corporation | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent cash obligation/payment | $ 10,000 | |||||||||
Performance-Based Restricted Stock | Contingent Consideration, Stock Grants | Hipercept | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent cash obligation/payment | $ 2,700 | |||||||||
Recurring | Contingent Consideration | Hipercept | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration | $ 6,536 | |||||||||
Developed technologies | Buildium | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortized useful life of acquired intangible assets | 5 years | |||||||||
Developed technologies | IMS | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortized useful life of acquired intangible assets | 3 years | |||||||||
Developed technologies | SimpleBills Corporation | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortized useful life of acquired intangible assets | 7 years | |||||||||
Developed technologies | Hipercept | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortized useful life of acquired intangible assets | 5 years | |||||||||
Client relationships | Buildium | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortized useful life of acquired intangible assets | 10 years | |||||||||
Client relationships | IMS | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortized useful life of acquired intangible assets | 9 years | |||||||||
Client relationships | SimpleBills Corporation | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortized useful life of acquired intangible assets | 8 years | |||||||||
Client relationships | Hipercept | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortized useful life of acquired intangible assets | 7 years | |||||||||
Client relationships | Lease Term Insurance Group LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortized useful life of acquired intangible assets | 7 years | |||||||||
Trade names | Buildium | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortized useful life of acquired intangible assets | 5 years | |||||||||
Trade names | IMS | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortized useful life of acquired intangible assets | 3 years | |||||||||
Trade names | SimpleBills Corporation | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortized useful life of acquired intangible assets | 5 years | |||||||||
Trade names | Hipercept | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortized useful life of acquired intangible assets | 3 years | |||||||||
Trade names | Lease Term Insurance Group LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortized useful life of acquired intangible assets | 5 years | |||||||||
Non-competition agreements | IMS | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortized useful life of acquired intangible assets | 5 years | |||||||||
Forecast | Buildium | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percent of purchase agreement released | 50.00% | 50.00% |
Acquisitions - Allocated Purcha
Acquisitions - Allocated Purchase Price (Details) - USD ($) $ in Thousands | Dec. 11, 2019 | Jul. 26, 2019 | Jul. 10, 2019 | Apr. 11, 2019 | Nov. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Fair value of purchase consideration: | ||||||||
Contingent consideration | $ 6,536 | $ 6,000 | $ 414 | |||||
Fair value of net assets acquired: | ||||||||
Goodwill | 1,611,749 | $ 1,053,119 | $ 751,052 | |||||
Lease Term Insurance Group LLC | ||||||||
Fair value of purchase consideration: | ||||||||
Cash, net of cash acquired | 23,417 | |||||||
Deferred obligations, net | 3,095 | |||||||
Contingent consideration | 0 | |||||||
Total fair value of purchase consideration | $ 26,500 | 26,512 | ||||||
Fair value of net assets acquired: | ||||||||
Restricted cash | 5,889 | |||||||
Accounts receivable | 491 | |||||||
Property, equipment, and software | 400 | |||||||
Right-of-use assets | 167 | |||||||
Goodwill | $ 18,600 | 18,625 | ||||||
Other assets | 0 | |||||||
Accounts payable and accrued liabilities | (342) | |||||||
Client deposits held in restricted accounts | (5,889) | |||||||
Deferred revenue | 0 | |||||||
Other long-term liabilities | (129) | |||||||
Deferred tax liability, net | 0 | |||||||
Total fair value of net assets acquired | 26,512 | |||||||
Lease Term Insurance Group LLC | Developed product technologies | ||||||||
Fair value of net assets acquired: | ||||||||
Identified Intangible Assets | 0 | |||||||
Lease Term Insurance Group LLC | Client relationships | ||||||||
Fair value of net assets acquired: | ||||||||
Identified Intangible Assets | 7,100 | |||||||
Lease Term Insurance Group LLC | Trade names | ||||||||
Fair value of net assets acquired: | ||||||||
Identified Intangible Assets | 200 | |||||||
Lease Term Insurance Group LLC | Non-competition agreements | ||||||||
Fair value of net assets acquired: | ||||||||
Identified Intangible Assets | 0 | |||||||
Hipercept | ||||||||
Fair value of purchase consideration: | ||||||||
Cash, net of cash acquired | 17,804 | |||||||
Deferred obligations, net | 3,799 | |||||||
Contingent consideration | $ 6,700 | 6,700 | ||||||
Total fair value of purchase consideration | 28,300 | 28,303 | ||||||
Fair value of net assets acquired: | ||||||||
Restricted cash | 0 | |||||||
Accounts receivable | 846 | |||||||
Property, equipment, and software | 171 | |||||||
Right-of-use assets | 435 | |||||||
Goodwill | $ 23,400 | 23,354 | ||||||
Other assets | 18 | |||||||
Accounts payable and accrued liabilities | (751) | |||||||
Client deposits held in restricted accounts | 0 | |||||||
Deferred revenue | (253) | |||||||
Other long-term liabilities | (317) | |||||||
Deferred tax liability, net | 0 | |||||||
Total fair value of net assets acquired | 28,303 | |||||||
Hipercept | Developed product technologies | ||||||||
Fair value of net assets acquired: | ||||||||
Identified Intangible Assets | 1,700 | |||||||
Hipercept | Client relationships | ||||||||
Fair value of net assets acquired: | ||||||||
Identified Intangible Assets | 3,000 | |||||||
Hipercept | Trade names | ||||||||
Fair value of net assets acquired: | ||||||||
Identified Intangible Assets | 100 | |||||||
Hipercept | Non-competition agreements | ||||||||
Fair value of net assets acquired: | ||||||||
Identified Intangible Assets | 0 | |||||||
SimpleBills Corporation | ||||||||
Fair value of purchase consideration: | ||||||||
Cash, net of cash acquired | 14,875 | |||||||
Deferred obligations, net | 3,274 | |||||||
Contingent consideration | 0 | |||||||
Total fair value of purchase consideration | $ 18,100 | 18,149 | ||||||
Fair value of net assets acquired: | ||||||||
Restricted cash | 0 | |||||||
Accounts receivable | 809 | |||||||
Property, equipment, and software | 82 | |||||||
Right-of-use assets | 1,993 | |||||||
Goodwill | $ 9,600 | 9,573 | ||||||
Other assets | 115 | |||||||
Accounts payable and accrued liabilities | (1,497) | |||||||
Client deposits held in restricted accounts | 0 | |||||||
Deferred revenue | (547) | |||||||
Other long-term liabilities | (1,679) | |||||||
Deferred tax liability, net | 0 | |||||||
Total fair value of net assets acquired | 18,149 | |||||||
SimpleBills Corporation | Developed product technologies | ||||||||
Fair value of net assets acquired: | ||||||||
Identified Intangible Assets | 4,000 | |||||||
SimpleBills Corporation | Client relationships | ||||||||
Fair value of net assets acquired: | ||||||||
Identified Intangible Assets | 5,200 | |||||||
SimpleBills Corporation | Trade names | ||||||||
Fair value of net assets acquired: | ||||||||
Identified Intangible Assets | 100 | |||||||
SimpleBills Corporation | Non-competition agreements | ||||||||
Fair value of net assets acquired: | ||||||||
Identified Intangible Assets | 0 | |||||||
IMS | ||||||||
Fair value of purchase consideration: | ||||||||
Cash, net of cash acquired | 50,177 | |||||||
Deferred obligations, net | 5,428 | |||||||
Contingent consideration | 0 | |||||||
Total fair value of purchase consideration | $ 55,600 | 55,605 | ||||||
Fair value of net assets acquired: | ||||||||
Restricted cash | 0 | |||||||
Accounts receivable | 830 | |||||||
Property, equipment, and software | 832 | |||||||
Right-of-use assets | 2,457 | |||||||
Goodwill | $ 39,400 | 39,445 | ||||||
Other assets | 596 | |||||||
Accounts payable and accrued liabilities | (1,180) | |||||||
Client deposits held in restricted accounts | 0 | |||||||
Deferred revenue | (1,124) | |||||||
Other long-term liabilities | (2,120) | |||||||
Deferred tax liability, net | (231) | |||||||
Total fair value of net assets acquired | 55,605 | |||||||
IMS | Developed product technologies | ||||||||
Fair value of net assets acquired: | ||||||||
Identified Intangible Assets | 7,300 | |||||||
IMS | Client relationships | ||||||||
Fair value of net assets acquired: | ||||||||
Identified Intangible Assets | 7,500 | |||||||
IMS | Trade names | ||||||||
Fair value of net assets acquired: | ||||||||
Identified Intangible Assets | 200 | |||||||
IMS | Non-competition agreements | ||||||||
Fair value of net assets acquired: | ||||||||
Identified Intangible Assets | 1,100 | |||||||
Buildium | ||||||||
Fair value of purchase consideration: | ||||||||
Cash, net of cash acquired | 566,241 | |||||||
Deferred obligations, net | 3,190 | |||||||
Contingent consideration | 0 | |||||||
Total fair value of purchase consideration | $ 569,400 | 569,431 | ||||||
Fair value of net assets acquired: | ||||||||
Restricted cash | 781 | |||||||
Accounts receivable | 1,359 | |||||||
Property, equipment, and software | 1,630 | |||||||
Right-of-use assets | 14,071 | |||||||
Goodwill | $ 468,800 | 468,770 | ||||||
Other assets | 3,710 | |||||||
Accounts payable and accrued liabilities | (8,389) | |||||||
Client deposits held in restricted accounts | (781) | |||||||
Deferred revenue | (3,715) | |||||||
Other long-term liabilities | (11,893) | |||||||
Deferred tax liability, net | (10,112) | |||||||
Total fair value of net assets acquired | 569,431 | |||||||
Buildium | Developed product technologies | ||||||||
Fair value of net assets acquired: | ||||||||
Identified Intangible Assets | 57,000 | |||||||
Buildium | Client relationships | ||||||||
Fair value of net assets acquired: | ||||||||
Identified Intangible Assets | 55,000 | |||||||
Buildium | Trade names | ||||||||
Fair value of net assets acquired: | ||||||||
Identified Intangible Assets | 2,000 | |||||||
Buildium | Non-competition agreements | ||||||||
Fair value of net assets acquired: | ||||||||
Identified Intangible Assets | $ 0 |
Acquisitions - Acquisitions Pri
Acquisitions - Acquisitions Prior to 2019 (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 24 Months Ended | ||||||||||
Apr. 30, 2019USD ($) | Oct. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jul. 31, 2018USD ($) | Apr. 30, 2018USD ($) | Dec. 31, 2017USD ($) | Oct. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Jan. 31, 2017USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018USD ($)acquisition | |
Business Acquisition [Line Items] | ||||||||||||||
Number of acquisitions | acquisition | 9 | |||||||||||||
Goodwill | $ 751,052,000 | $ 1,611,749,000 | $ 1,053,119,000 | $ 1,053,119,000 | ||||||||||
Contingent consideration | 414,000 | 6,536,000 | 6,000,000 | 6,000,000 | ||||||||||
Payments of acquisition-related consideration | 5,963,000 | 247,000 | ||||||||||||
Axiometrics | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Aggregate Purchase Price | $ 73,757,000 | |||||||||||||
Closing Cash Payment, Net of Cash Acquired | 66,050,000 | |||||||||||||
Net Tangible Assets Acquired (Liabilities Assumed) | (5,963,000) | |||||||||||||
Identified Intangible Assets | 25,530,000 | |||||||||||||
Goodwill | 54,190,000 | |||||||||||||
Contingent cash obligation/payment | $ 5,000,000 | |||||||||||||
American Utility Management | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Aggregate Purchase Price | $ 69,412,000 | |||||||||||||
Closing Cash Payment, Net of Cash Acquired | 64,775,000 | |||||||||||||
Net Tangible Assets Acquired (Liabilities Assumed) | 1,107,000 | |||||||||||||
Identified Intangible Assets | 22,398,000 | |||||||||||||
Goodwill | $ 45,907,000 | |||||||||||||
On-Site Manager, Inc. | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Aggregate Purchase Price | $ 251,109,000 | |||||||||||||
Closing Cash Payment, Net of Cash Acquired | 225,300,000 | |||||||||||||
Net Tangible Assets Acquired (Liabilities Assumed) | 3,197,000 | |||||||||||||
Identified Intangible Assets | 65,320,000 | |||||||||||||
Goodwill | $ 182,592,000 | |||||||||||||
PEX Software Limited | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Aggregate Purchase Price | $ 6,031,000 | |||||||||||||
Closing Cash Payment, Net of Cash Acquired | 5,103,000 | |||||||||||||
Net Tangible Assets Acquired (Liabilities Assumed) | (369,000) | |||||||||||||
Identified Intangible Assets | 3,100,000 | |||||||||||||
Goodwill | $ 3,300,000 | |||||||||||||
Lease Rent Options | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Aggregate Purchase Price | 299,923,000 | |||||||||||||
Closing Cash Payment, Net of Cash Acquired | 298,040,000 | |||||||||||||
Net Tangible Assets Acquired (Liabilities Assumed) | 5,263,000 | |||||||||||||
Identified Intangible Assets | 91,666,000 | |||||||||||||
Goodwill | $ 202,994,000 | |||||||||||||
ClickPay | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Aggregate Purchase Price | $ 220,992,000 | |||||||||||||
Closing Cash Payment, Net of Cash Acquired | 138,983,000 | |||||||||||||
Net Tangible Assets Acquired (Liabilities Assumed) | (4,620,000) | |||||||||||||
Identified Intangible Assets | 52,700,000 | |||||||||||||
Goodwill | $ 172,912,000 | |||||||||||||
BluTrend | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Aggregate Purchase Price | $ 8,500,000 | |||||||||||||
Closing Cash Payment, Net of Cash Acquired | 8,500,000 | |||||||||||||
Net Tangible Assets Acquired (Liabilities Assumed) | 343,000 | |||||||||||||
Identified Intangible Assets | 4,270,000 | |||||||||||||
Goodwill | $ 3,887,000 | |||||||||||||
LeaseLabs | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Aggregate Purchase Price | $ 112,892,000 | |||||||||||||
Closing Cash Payment, Net of Cash Acquired | 84,498,000 | |||||||||||||
Net Tangible Assets Acquired (Liabilities Assumed) | 1,188,000 | |||||||||||||
Identified Intangible Assets | 27,200,000 | |||||||||||||
Goodwill | 84,504,000 | |||||||||||||
Contingent cash obligation/payment | $ 9,900,000 | |||||||||||||
Length of time for acquisition contingent cash payment to be made | 6 months | |||||||||||||
Contingent consideration | $ 7,000,000 | |||||||||||||
Payments of acquisition-related consideration | $ 6,000,000 | $ 6,000,000 | ||||||||||||
Rentlytics | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Aggregate Purchase Price | $ 54,815,000 | |||||||||||||
Closing Cash Payment, Net of Cash Acquired | 47,895,000 | |||||||||||||
Net Tangible Assets Acquired (Liabilities Assumed) | 892,000 | |||||||||||||
Identified Intangible Assets | 12,200,000 | |||||||||||||
Goodwill | $ 41,723,000 | |||||||||||||
Contingent Consideration | Recurring | Axiometrics | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Liability measured at fair value | $ 0 | |||||||||||||
Contingent Consideration | Recurring | LeaseLabs | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Contingent consideration | $ 6,000,000 | $ 6,000,000 |
Acquisitions - Schedule of Cont
Acquisitions - Schedule of Contingent Consideration Rollforward (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | May 31, 2019 | Apr. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Deferred Cash and Stock Obligations | |||||||
Deferred Cash and Stock Obligations Beginning Balance | $ 52,142 | $ 47,016 | |||||
Additions, net of fair value discount | 18,183 | 36,313 | |||||
Cash payments | (25,215) | (29,600) | |||||
Settlements through common stock issued | (14,846) | ||||||
Accretion expense | 1,540 | 1,970 | |||||
Change in fair value | 0 | 0 | |||||
Indemnification claims and other adjustments | (57) | (3,557) | |||||
Deferred Cash and Stock Obligations Ending Balance | 31,747 | 52,142 | $ 47,016 | ||||
Contingent Consideration | |||||||
Contingent Consideration Beginning Balance | 6,000 | 414 | |||||
Additions, net of fair value discount | 6,700 | 7,000 | |||||
Cash payments | (5,963) | (247) | |||||
Settlements through common stock issued | 0 | ||||||
Accretion expense | 58 | 0 | |||||
Change in fair value | (259) | (1,167) | |||||
Indemnification claims and other adjustments | 0 | 0 | |||||
Contingent Consideration Ending Balance | 6,536 | 6,000 | 414 | ||||
Total | |||||||
Total Beginning Balance | 58,142 | 47,430 | |||||
Additions, net of fair value discount | 24,883 | 43,313 | |||||
Cash payments | (31,178) | (29,847) | |||||
Settlements through common stock issued | (14,846) | 0 | 0 | ||||
Accretion expense | 1,598 | 1,970 | |||||
Change in fair value | (259) | (1,167) | |||||
Indemnification claims and other adjustments | (57) | (3,557) | |||||
Total Ending Liability | $ 38,283 | $ 58,142 | $ 47,430 | ||||
NovelPay And ClickPay | |||||||
Business Acquisition [Line Items] | |||||||
Shares issued for ClickPay Acquisition (in shares) | 154,281 | ||||||
LeaseLabs | |||||||
Business Acquisition [Line Items] | |||||||
Issuance of common stock in connection with our acquisitions (in shares) | 80,012 | ||||||
Contingent Consideration | |||||||
Cash payments | $ (6,000) | $ (6,000) |
Acquisitions - Pro Forma Financ
Acquisitions - Pro Forma Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Combinations [Abstract] | ||
Total revenue | $ 1,059,141 | $ 960,009 |
Net income (loss) | $ 20,000 | $ (15,297) |
Net income per share attributable to common stockholders: | ||
Basic net income per share (in dollars per share) | $ 0.22 | $ (0.17) |
Diluted net income per share (in dollars per share) | $ 0.21 | $ (0.17) |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | $ 988,136 | $ 869,480 | $ 670,963 | ||||||||
Property management | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 205,903 | 186,975 | 167,002 | ||||||||
Resident services | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 421,075 | 350,457 | 272,176 | ||||||||
Leasing and marketing | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 179,622 | 166,361 | 123,804 | ||||||||
Asset optimization | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 146,976 | 129,916 | 79,640 | ||||||||
On demand | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | $ 246,235 | $ 245,637 | $ 235,185 | $ 226,519 | $ 218,051 | $ 215,413 | $ 206,945 | $ 193,300 | 953,576 | 833,709 | 642,622 |
Professional and other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | $ 8,532 | $ 9,565 | $ 8,676 | $ 7,787 | $ 8,923 | $ 9,540 | $ 9,307 | $ 8,001 | $ 34,560 | $ 35,771 | $ 28,341 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 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 | $ 117,200,000 | |
Deferred commissions period of benefit | 3 years | |
Amortized commission costs | $ 8,700,000 | $ 5,400,000 |
Capitalized commissions impairment loss | $ 0 | $ 0 |
Remaining performance obligation percentage | 71.40% | |
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 | $ 502,200,000 |
Revenue Recognition Revenue Rec
Revenue Recognition Revenue Recognition - Capitalized Contract Cost (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Revenue from Contract with Customer [Abstract] | ||
Capitalized commissions costs - current | $ 9,870 | $ 6,679 |
Capitalized commissions costs - noncurrent | 8,463 | 7,757 |
Total capitalized commissions costs | $ 18,333 | $ 14,436 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 153,398 | $ 132,446 |
Less: Allowances | (10,271) | (8,850) |
Accounts receivable, net | 143,127 | 123,596 |
Trade receivables from clients | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 137,039 | 120,767 |
Insurance commissions receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 16,359 | $ 11,679 |
Property, Equipment and Softw_3
Property, Equipment and Software - Components of Property, Equipment and Software (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and software, gross | $ 341,604 | $ 296,683 |
Less: Accumulated depreciation and amortization | (178,322) | (143,155) |
Property, equipment, and software, net | 163,282 | 153,528 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and software, gross | 70,558 | 63,391 |
Data processing and communications equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and software, gross | 77,358 | 68,015 |
Furniture, fixtures, and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and software, gross | 35,856 | 33,840 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and software, gross | $ 157,832 | $ 131,437 |
Property, Equipment and Softw_4
Property, Equipment and Software - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense for property, equipment and software | $ 30.2 | $ 28.5 | $ 27.2 |
Carrying amount of capitalized development costs | 66.5 | 54.9 | |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense for property, equipment and software | $ 14.8 | $ 11.9 | $ 8 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | May 31, 2015 | |
Lessee, Lease, Description [Line Items] | |||
Operating lease, rent expense | $ 15.8 | $ 13.8 | |
Headquarters, Richardson, TX | |||
Lessee, Lease, Description [Line Items] | |||
Lease term of contract | 12 years |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 13,949 |
Depreciation of finance lease asset | 3,969 |
Interest on lease liabilities | 4,221 |
Total finance lease cost | $ 8,190 |
Leases - Assets and Liabilities
Leases - Assets and Liabilities of Lessee (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Operating leases | |
Operating, ROU asset | $ 67,700 |
Lease liabilities, current | 12,873 |
Lease liabilities, net of current portion | 59,822 |
Total lease liabilities | $ 72,695 |
Weighted average remaining term (in years) | 6 years 1 month 6 days |
Weighted average discount rate | 4.80% |
Finance leases | |
Right-of-use assets | $ 54,241 |
Lease liabilities, current | 3,254 |
Lease liabilities, net of current portion | 73,491 |
Total lease liabilities | $ 76,745 |
Weighted average remaining term (in years) | 13 years 8 months 12 days |
Weighted average discount rate | 5.40% |
Total leases | |
Right-of-use assets | $ 121,941 |
Lease liabilities, current | 16,127 |
Lease liabilities, net of current portion | 133,313 |
Total lease liabilities | $ 149,440 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Cash payments for lease liabilities within operating activities: | |
Operating leases | $ 14,890 |
Finance leases | $ 4,221 |
Leases - Schedule of Lease Matu
Leases - Schedule of Lease Maturity (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Operating leases | |
2020 | $ 14,727 |
2021 | 15,585 |
2022 | 13,579 |
2023 | 11,951 |
2024 | 9,955 |
Thereafter | 18,488 |
Total undiscounted lease payments | 84,285 |
Present value adjustment | (11,590) |
Present value of lease payments | 72,695 |
Finance leases | |
2020 | 6,819 |
2021 | 7,504 |
2022 | 7,609 |
2023 | 7,714 |
2024 | 7,819 |
Thereafter | 72,215 |
Total undiscounted lease payments | 109,680 |
Present value adjustment | (32,935) |
Finance lease liability | 76,745 |
Total leases | |
2020 | 21,546 |
2021 | 23,089 |
2022 | 21,188 |
2023 | 19,665 |
2024 | 17,774 |
Thereafter | 90,703 |
Total undiscounted lease payments | 193,965 |
Present value adjustment | (44,525) |
Total lease liabilities | $ 149,440 |
Goodwill and Identified Intan_2
Goodwill and Identified Intangible Assets - Change in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 1,053,119 | $ 751,052 |
Goodwill acquired | 558,977 | 304,162 |
Measurement period and other adjustments | (347) | (2,095) |
Ending balance | $ 1,611,749 | $ 1,053,119 |
Goodwill and Identified Intan_3
Goodwill and Identified Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill, impairment loss | $ 0 | $ 0 | $ 0 | |
Finite-Lived Intangible Assets | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization | $ 66,000,000 | 59,800,000 | $ 31,900,000 | |
Level One | Developed technologies | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of intangible assets | $ 2,000,000 | |||
Level One | Trade names | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of intangible assets | $ 2,700,000 |
Goodwill and Identified Intan_4
Goodwill and Identified Intangible Assets - Other Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-lived intangible assets: | ||
Carrying Amount | $ 649,298 | $ 504,317 |
Accumulated Amortization | (284,695) | (225,327) |
Net | 364,603 | 278,990 |
Indefinite-lived intangible assets: | ||
Carrying Amount | 657,691 | 512,705 |
Net | 372,996 | 287,378 |
Trade names | ||
Indefinite-lived intangible assets: | ||
Indefinite-lived intangible assets | 8,393 | 8,388 |
Developed technologies | ||
Finite-lived intangible assets: | ||
Carrying Amount | 277,030 | 207,310 |
Accumulated Amortization | (125,537) | (100,445) |
Net | 151,493 | 106,865 |
Client relationships | ||
Finite-lived intangible assets: | ||
Carrying Amount | 341,438 | 264,228 |
Accumulated Amortization | (140,044) | (107,155) |
Net | 201,394 | 157,073 |
Vendor relationships | ||
Finite-lived intangible assets: | ||
Carrying Amount | 0 | 5,650 |
Accumulated Amortization | 0 | (5,650) |
Net | 0 | 0 |
Trade names | ||
Finite-lived intangible assets: | ||
Carrying Amount | 25,557 | 22,956 |
Accumulated Amortization | (16,928) | (10,682) |
Net | 8,629 | 12,274 |
Non-competition agreements | ||
Finite-lived intangible assets: | ||
Carrying Amount | 5,273 | 4,173 |
Accumulated Amortization | (2,186) | (1,395) |
Net | $ 3,087 | $ 2,778 |
Goodwill and Identified Intan_5
Goodwill and Identified Intangible Assets - Estimated Amortization of Intangible Assets (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2020 | $ 79,124 |
2021 | 71,091 |
2022 | 60,529 |
2023 | 52,702 |
2024 | $ 47,745 |
Debt - Line of Credit Narrativ
Debt - Line of Credit Narrative (Details) | Sep. 05, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2023USD ($) | Dec. 31, 2022USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Feb. 29, 2016USD ($) | Sep. 30, 2014USD ($) |
Line of Credit Facility [Line Items] | |||||||||||
Proceeds from revolving credit facility | $ 230,000,000 | $ 140,000,000 | $ 50,000,000 | ||||||||
Proceeds from term loans | $ 600,000,000 | 0 | 199,400,000 | ||||||||
Net leverage ratio | 3.75 | 3.75 | 3.75 | ||||||||
Minimum percent of available liquidity on outstanding convertible notes | 125.00% | 125.00% | 125.00% | ||||||||
Net leverage ratio, following certain material acquisitions | 4.25 | 4.25 | 4.25 | ||||||||
Interest coverage ratio | 3 | 3 | 3 | ||||||||
Gross debt issuance costs | $ 3,600,000 | $ 3,600,000 | $ 3,600,000 | ||||||||
Revolving Facility | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Additional borrowing capacity | 250,000,000 | 250,000,000 | 250,000,000 | ||||||||
Gross debt issuance costs | 1,800,000 | 1,800,000 | 1,800,000 | ||||||||
Letter of Credit | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Maximum borrowing capacity | $ 350,000,000 | ||||||||||
Sublimit for issuance of letters of credit | 10,000,000 | ||||||||||
Swingline Loan | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Sublimit for issuance of letters of credit | $ 20,000,000 | ||||||||||
Revolving Facility | Revolving Facility | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Maximum borrowing capacity | $ 600,000,000 | ||||||||||
Proceeds from revolving credit facility | 230,000,000 | ||||||||||
Available credit | 370,000,000 | 370,000,000 | 370,000,000 | 350,000,000 | |||||||
Borrowings outstanding | 230,000,000 | 230,000,000 | 230,000,000 | 0 | |||||||
Revolving Facility | Letter of Credit | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Maximum borrowing capacity | 10,000,000 | ||||||||||
Revolving Facility | Swingline Loan | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Maximum borrowing capacity | 20,000,000 | ||||||||||
Term Loans | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Periodic principal payment | 3,800,000 | ||||||||||
Debt issuance and debt discount costs | 1,400,000 | 1,400,000 | 1,400,000 | ||||||||
Unamortized discount | 942,000 | $ 942,000 | $ 942,000 | 777,000 | |||||||
Amended Credit Facility [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Maximum borrowing capacity | 1,200,000,000 | ||||||||||
Initial Term Loan | Term Loans | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Debt instrument, face amount | $ 300,000,000 | ||||||||||
Delayed Draw Term Loan | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Additional borrowing capacity | $ 200,000,000 | ||||||||||
Delayed Draw Term Loan | Revolving Facility | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Maximum borrowing capacity | $ 125,000,000 | ||||||||||
Delayed Draw Term Loan | Term Loans | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Proceeds from term loans | $ 300,000,000 | ||||||||||
Minimum | Revolving Facility | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Commitment fee percentage | 0.15% | ||||||||||
Maximum | Revolving Facility | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Net leverage ratio | 3.50 | 3.50 | 3.50 | ||||||||
Commitment fee percentage | 0.35% | ||||||||||
Base Rate | Delayed Draw Term Loan | Revolving Facility | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Net leverage ratio | 5 | 5 | 5 | ||||||||
Net leverage ratio, following certain material acquisitions | 5.50 | 5.50 | 5.50 | ||||||||
Base Rate | Minimum | Revolving Facility | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Basis spread on variable rate | 0.00% | ||||||||||
Base Rate | Maximum | Revolving Facility | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Basis spread on variable rate | 1.00% | ||||||||||
Federal Funds Effective Swap Rate | Revolving Facility | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Basis spread on variable rate | 0.50% | ||||||||||
LIBOR | Revolving Facility | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Basis spread on variable rate | 1.00% | ||||||||||
LIBOR | Minimum | Revolving Facility | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Basis spread on variable rate | 1.00% | ||||||||||
LIBOR | Maximum | Revolving Facility | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Basis spread on variable rate | 2.00% | ||||||||||
Forecast | Term Loans | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Periodic principal payment | $ 15,000,000 | $ 11,300,000 | $ 7,500,000 | ||||||||
Other assets | Revolving Facility | Revolving Facility | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Unamortized discount | $ 2,700,000 | $ 2,700,000 | $ 2,700,000 | 1,300,000 | |||||||
Level 2 | Term Loans | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Long-term debt fair value | 582,700,000 | 582,700,000 | 582,700,000 | $ 298,900,000 | |||||||
Interest Expense | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Gross debt issuance costs | $ 400,000 | $ 400,000 | $ 400,000 |
Debt - Schedule of Long Term D
Debt - Schedule of Long Term Debt (Details) - Term Loans - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Principal outstanding | $ 596,250 | $ 304,990 |
Unamortized discount | (942) | (777) |
Unamortized debt issuance costs | (1,245) | (498) |
Carrying value | $ 594,063 | $ 303,715 |
Debt - Schedule of Maturities
Debt - Schedule of Maturities of Long Term Debt (Details) - Term Loans $ in Thousands | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | |
2020 | $ 18,750 |
2021 | 30,000 |
2022 | 33,750 |
2023 | 48,750 |
2024 | 465,000 |
Total long-term debt | $ 596,250 |
Debt - Convertible Debt Narrat
Debt - Convertible Debt Narrative (Details) shares in Millions | Dec. 31, 2019USD ($)$ / shares | May 23, 2017USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesday | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | May 31, 2017USD ($) |
Debt Instrument [Line Items] | ||||||
Proceeds from borrowings on convertible notes | $ 0 | $ 0 | $ 345,000,000 | |||
Convertible notes, net | $ 305,188,000 | 305,188,000 | 292,843,000 | |||
Gross debt issuance costs | 3,600,000 | 3,600,000 | ||||
Number of securities called by warrants (in shares) | shares | 8.2 | |||||
Purchases of convertible note hedges | $ 62,500,000 | 62,549,000 | ||||
Proceeds from issuance of warrants | $ 31,500,000 | 0 | 0 | $ 31,499,000 | ||
Exercise price of warrants (in dollars per share) | $ / shares | $ 57.58 | |||||
Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Number of securities called by warrants (in shares) | shares | 8.2 | |||||
Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from borrowings on convertible notes | $ 304,200,000 | |||||
Convertible Notes | Convertible Senior Notes Due November 2022 | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | 344,995,000 | $ 344,995,000 | 345,000,000 | $ 345,000,000 | ||
Interest rate stated percentage | 1.50% | |||||
Conversion ratio (in shares) | 0.02384 | |||||
Conversion price (in dollars per share) | $ / shares | $ 41.95 | |||||
If-converted, value in excess of principal | 97,100,000 | |||||
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 | 100.00% | |||||
Convertible notes, net | 305,188,000 | $ 282,500,000 | $ 305,188,000 | 292,843,000 | ||
Equity component, net of issuance costs and deferred tax: | $ 61,390,000 | 62,500,000 | $ 61,390,000 | 61,390,000 | ||
Gross debt issuance costs | $ 9,800,000 | |||||
Convertible Notes | Convertible Senior Notes Due November 2022 | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Threshold percentage of stock price trigger | 130.00% | |||||
Ratio of trading price per $1000 principle amount | 98.00% | |||||
Percentage of debt held by individual owner | 25.00% | |||||
Convertible Notes | Over-Allotment Option | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 45,000,000 | |||||
Measurement Input, Share Price | Convertible Notes | Convertible Senior Notes Due November 2022 | ||||||
Debt Instrument [Line Items] | ||||||
Closing stock price (in dollars per share) | $ / shares | 53.75 | 53.75 | ||||
Level 2 | Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Convertible debt fair value | $ 486,700,000 | $ 486,700,000 | $ 441,400,000 |
Debt - Schedule of Convertible
Debt - Schedule of Convertible Notes (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | May 31, 2017 | May 23, 2017 |
Debt Instrument [Line Items] | ||||
Convertible notes, net | $ 305,188,000 | $ 292,843,000 | ||
Convertible Notes | Convertible Senior Notes Due November 2022 | ||||
Debt Instrument [Line Items] | ||||
Principal amount | 344,995,000 | 345,000,000 | $ 345,000,000 | |
Unamortized discount | (35,287,000) | (46,235,000) | ||
Unamortized debt issuance costs | (4,520,000) | (5,922,000) | ||
Convertible notes, net | 305,188,000 | 292,843,000 | $ 282,500,000 | |
Equity component, net of issuance costs and deferred tax: | $ 61,390,000 | $ 61,390,000 | $ 62,500,000 |
Debt - Schedule of Interest on
Debt - Schedule of Interest on Convertible Notes (Details) - Convertible Notes - Convertible Senior Notes Due November 2022 - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||
Contractual interest expense | $ 5,175 | $ 5,175 | $ 3,119 |
Amortization of debt discount | 10,948 | 10,322 | 5,991 |
Amortization of debt issuance costs | 1,402 | 1,322 | 766 |
Total interest expense | $ 17,525 | $ 16,819 | $ 9,876 |
Effective interest rate of the liability component | 5.87% | 5.87% | 5.87% |
Stock-based Expense and Emplo_3
Stock-based Expense and Employee Benefits - Schedule of Stock-based Compensation Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total compensation expense recognized | $ 62,563 | $ 50,641 | $ 45,835 |
Cash proceeds related to stock-based expense transactions | 5,833 | 13,163 | 27,014 |
Time Based Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate grant-date fair value of shares and stock options that vested during the year | $ 49,229 | $ 49,711 | $ 48,662 |
Stock-based Expense and Emplo_4
Stock-based Expense and Employee Benefits - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | 23 Months Ended | 36 Months Ended | 71 Months Ended | ||
Jan. 31, 2014 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2018 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation cost | $ 89.6 | $ 89.6 | |||||
Unrecognized non-vested stock awards recognition period | 2 years 2 months 12 days | ||||||
Aggregate intrinsic value of stock options | $ 12.3 | $ 23 | $ 25.1 | ||||
Options granted in period (in shares) | 0 | 0 | 0 | ||||
Contributions to employee benefit plans | $ 4.5 | $ 4.2 | $ 2.9 | ||||
Stock Option | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 75.00% | ||||||
Percentage of stock options to be vested during remaining period | 25.00% | ||||||
Expiration period from grant date (in years) | 10 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | 3 years | |||||
Time Based Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | 3 years | 3 years | ||||
Market Based Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||||||
Market Based Restricted Stock | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Requisite service period (in months) | 6 months | 1 year 6 months | |||||
Market Based Restricted Stock | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Requisite service period (in months) | 3 years | 2 years 6 months | |||||
Deferred Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation cost | $ 20.7 | $ 20.7 | |||||
Unrecognized non-vested stock awards recognition period | 3 years 3 months 18 days | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||
Estimated intrinsic value | $ 22.7 | $ 22.7 | |||||
Fair value | $ 2.2 | ||||||
Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options granted (in shares) | 27,600,000 | 27,600,000 | 27,600,000 | 27,600,000 | |||
Board Plan | Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||||||
Options granted prior to February 2014 | Stock Option | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years 9 months |
Stock-based Expense and Emplo_5
Stock-based Expense and Employee Benefits - Summary of Stock Option Transactions Under Equity Plan, Stock Incentive Plan, Multifamily Technology Solutions Plan and Board Plan (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Shares | |||
Beginning Balance (in shares) | 1,528,322 | 2,200,465 | 3,607,089 |
Exercised (in shares) | (305,030) | (658,564) | (1,344,569) |
Forfeited/cancelled (in shares) | (725) | (11,329) | (61,892) |
Expired (in shares) | (2,250) | (163) | |
Other (in shares) | 2,585 | ||
Ending balance (in shares) | 1,225,152 | 1,528,322 | 2,200,465 |
Range of Exercise Prices | |||
Range of exercise prices beginning balance, lower limit (in dollars per share) | $ 4.28 | $ 4.28 | $ 2.55 |
Range of exercise prices beginning balance, upper limit (in dollars per share) | 29.50 | 29.50 | 29.50 |
Range of exercise prices Exercised, lower limit (in dollars per share) | 4.28 | 4.92 | 5.04 |
Range of exercise prices Exercised, upper limit (in dollars per share) | 29.50 | 29.50 | 29.50 |
Range of exercise prices Forfeited/cancelled, lower limit (in dollars per share) | 18.79 | 15.19 | 15.19 |
Range of exercise prices Forfeited/cancelled, upper limit (in dollars per share) | 20.34 | 25.70 | 25.70 |
Range of exercise prices Expired, lower limit (in dollars per share) | 7 | 2.55 | |
Range of exercise prices Expired, upper limit (in dollars per share) | 7 | 2.82 | |
Range of exercise prices Other, lower limit (in dollars per share) | 17.67 | ||
Range of exercise prices Other, upper limit (in dollars per share) | 27.18 | ||
Range of exercise prices Ending Balance, lower limit (in dollars per share) | 7.50 | 4.28 | 4.28 |
Range of exercise prices Ending Balance, upper limit (in dollars per share) | 29.50 | 29.50 | 29.50 |
Weighted-Average Exercise Price | |||
Weighted average exercise price, Beginning Balance (in dollars per share) | 18.96 | 19.26 | 19.58 |
Weighted average exercise price, Exercised (in dollars per share) | 19.12 | 20 | 20.09 |
Weighted average exercise price, Forfeited/cancelled (in dollars per share) | 19.79 | 18.85 | 19.66 |
Weighted average exercise price, Expired (in dollars per share) | 7 | 2.73 | |
Weighted average exercise price, Other (in dollars per share) | 22.59 | ||
Weighted average exercise price, Ending Balance (in dollars per share) | $ 18.94 | $ 18.96 | $ 19.26 |
Stock-based Expense and Emplo_6
Stock-based Expense and Employee Benefits - Outstanding Stock Options, Vested and Expected to Vest, Non-Vested and Stock Options Currently Exercisable (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Options Fully Vested & Exercisable | ||
Number of options, options fully vested and expected to vest (in shares) | 1,225,152 | |
Weighted average remaining contractual life (in years), options fully vested and expected to vest | 3 years 1 month 6 days | |
Weighted average exercise price, options fully vested and expected to vest (in dollars per share) | $ 18.94 | |
Aggregate intrinsic value, options fully vested and expected to vest | $ 42,650 | |
Options Fully Vested & Exercisable | ||
Number of shares options, options exercisable (in shares) | 1,528,322 | |
Weighted average remaining contractual life (in years), options exercisable | 4 years 1 month 6 days | |
Weighted average exercise price, options exercisable (in dollars per share) | $ 18.96 | |
Aggregate intrinsic value, options exercisable | $ 44,674 |
Stock-based Expense and Emplo_7
Stock-based Expense and Employee Benefits - Summary of Time-Based Restricted Share Awards' Activity (Detail) - Time Based Restricted Stock - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Shares | |||
Beginning Balance (in shares) | 1,785,812 | 1,755,988 | 1,633,501 |
Granted (in shares) | 880,594 | 1,289,866 | 1,359,578 |
Vested (in shares) | (1,036,973) | (1,017,367) | (953,749) |
Forfeited/cancelled (in shares) | (261,416) | (242,675) | (283,342) |
Ending Balance (in shares) | 1,368,017 | 1,785,812 | 1,755,988 |
Weighted-Average price | |||
Beginning of Period (in dollars per share) | $ 44.34 | $ 30.05 | $ 20.78 |
Granted (in dollars per share) | 60.37 | 53.26 | 36.25 |
Vested (in dollars per share) | 42.22 | 31.92 | 23.73 |
Forfeited/cancelled (in dollars per share) | 52.53 | 40.70 | 28.01 |
Ending of Period (in dollars per share) | $ 54.70 | $ 44.34 | $ 30.05 |
Stock-based Expense and Emplo_8
Stock-based Expense and Employee Benefits - Performance-Based Restricted Share Awards Activity (Detail) - Market Based Restricted Stock - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Shares | |||
Beginning Balance (in shares) | 529,672 | 690,165 | 1,564,160 |
Granted (in shares) | 489,948 | 517,364 | 535,441 |
Vested (in shares) | (144,455) | (677,857) | (1,407,133) |
Forfeited/cancelled (in shares) | (36,703) | (2,303) | |
Ending Balance (in shares) | 838,462 | 529,672 | 690,165 |
Weighted-Average price | |||
Beginning of Period (in dollars per share) | $ 35.03 | $ 22.76 | $ 12.73 |
Granted (in dollars per share) | 38.24 | 35.66 | 28.18 |
Vested (in dollars per share) | 33.37 | 23.02 | 13.69 |
Forfeited/cancelled (in dollars per share) | 35.66 | 13.34 | |
Ending of Period (in dollars per share) | $ 37.17 | $ 35.03 | $ 22.76 |
Stock-based Expense and Emplo_9
Stock-based Expense and Employee Benefits - Awards Granted Assumptions (Detail) - Market Based Restricted Stock | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 2.50% | 2.50% | 1.80% |
Expected volatility | 29.60% | 31.20% | 31.60% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2019USD ($) | May 31, 2018USD ($)customer | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2019USD ($) | |
Loss Contingencies [Line Items] | |||||
Operating lease, rent expense | $ 15,800,000 | $ 13,800,000 | |||
Client funds diverted | $ 6,000,000 | ||||
Number of clients impacted | customer | 3 | ||||
Proceeds from insurance settlement | $ 1,000,000 | ||||
Receivable valuation allowance | 5,000,000 | ||||
Insurance settlement, related cost incurred | 400,000 | ||||
Indemnification Agreement | |||||
Loss Contingencies [Line Items] | |||||
Guarantor obligations, current carrying value | $ 0 | $ 0 |
Net Income Per Share - Addition
Net Income Per Share - Additional Information (Detail) - $ / shares | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | May 23, 2017 | |
Earnings Per Share [Abstract] | ||||
Shares excluded from dilutive shares outstanding because their effect was anti-dilutive (in shares) | 149,000 | 286,000 | 193,000 | |
Exercise price of warrants (in dollars per share) | $ 57.58 | |||
ClickPay and BluTrend | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average number of shares contingently issuable (in shares) | 163,000 | 196,000 | 0 |
Net Income Per Share - Calculat
Net Income Per Share - Calculation of Basic and Diluted Net Income (Loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | |||||||||||
Net income | $ 20,169 | $ 11,704 | $ 15,063 | $ 11,272 | $ 6,272 | $ 9,073 | $ 8,479 | $ 10,901 | $ 58,208 | $ 34,725 | $ 377 |
Basic: | |||||||||||
Weighted average shares used in computing basic net income per share: | 92,017 | 87,290 | 79,433 | ||||||||
Diluted: | |||||||||||
Weighted average shares used in computing basic net income per share: | 92,017 | 87,290 | 79,433 | ||||||||
Add weighted average effect of dilutive securities: | |||||||||||
Stock options and restricted stock (in shares) | 1,368 | 2,032 | 2,884 | ||||||||
Convertible notes and warrants (in shares) | 2,675 | 1,948 | 81 | ||||||||
Contingently issuable shares in connection with our acquisitions (in shares) | 222 | 261 | 0 | ||||||||
Weighted average shares used in computing diluted net income (loss) per share (in shares) | 96,282 | 91,531 | 82,398 | ||||||||
Net income per share: | |||||||||||
Basic (in dollars per share) | $ 0.22 | $ 0.13 | $ 0.16 | $ 0.12 | $ 0.07 | $ 0.10 | $ 0.10 | $ 0.13 | $ 0.63 | $ 0.40 | $ 0 |
Diluted (in dollars per share) | $ 0.21 | $ 0.12 | $ 0.16 | $ 0.12 | $ 0.07 | $ 0.09 | $ 0.09 | $ 0.13 | $ 0.60 | $ 0.38 | $ 0 |
Income Taxes - Domestic and For
Income Taxes - Domestic and Foreign Components of (Loss) Income Before Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 60,024 | $ 32,190 | $ 12,424 |
Foreign | 534 | 2,110 | 2,817 |
Income before income taxes | $ 60,558 | $ 34,300 | $ 15,241 |
Income Taxes - Benefit for Inco
Income Taxes - Benefit for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||
Federal | $ (1,769) | $ 666 | $ 36 |
State | 478 | 295 | 578 |
Foreign | 1,536 | 738 | 313 |
Total current income tax expense | 245 | 1,699 | 927 |
Deferred: | |||
Federal | 3,284 | (1,543) | 14,620 |
State | 366 | (255) | (900) |
Foreign | (1,545) | (326) | 217 |
Total deferred income tax expense (benefit) | 2,105 | (2,124) | 13,937 |
Total income tax expense (benefit) | $ 2,350 | $ (425) | $ 14,864 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Benefit Computed at Federal Statutory Tax Rate to Actual Income Tax (Benefit) Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||||
Expense derived by applying the Federal income tax rate to income before income taxes | $ 12,717 | $ 7,203 | $ 5,335 | |
State income tax, net of federal benefit | 728 | (204) | 135 | |
Foreign income tax | 63 | 26 | (631) | |
Change in valuation allowance | (91) | 734 | $ 0 | |
Nondeductible officer compensation | 1,329 | 1,092 | 431 | |
Other nondeductible expenses | 1,095 | 1,095 | 1,175 | |
Stock-based expense | (2,142) | (11,788) | (19,080) | |
Research and development credit | (10,765) | 0 | 0 | |
Federal income tax rate reduction | 0 | 0 | 25,070 | |
Deemed repatriation of foreign earnings | 0 | 0 | 2,211 | |
Base erosion and anti-abuse tax | (1,117) | 1,117 | 0 | |
Other | 533 | 300 | 218 | |
Total income tax expense (benefit) | $ 2,350 | $ (425) | $ 14,864 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Reserves, deferred revenue and accrued liabilities | $ 8,015 | $ 17,120 |
Stock-based expense | 8,635 | 8,408 |
Lease liabilities | 31,686 | |
Net operating loss carryforwards and tax credits | 69,043 | 56,210 |
Deferred tax assets before valuation allowance | 117,379 | 81,738 |
Valuation allowance | (1,233) | (1,251) |
Total deferred tax assets, net of valuation allowance | 116,146 | 80,487 |
Deferred tax liabilities: | ||
Property, equipment, and software | (16,270) | (16,810) |
Right-of-use assets | (25,412) | |
Intangible assets | (30,914) | (13,580) |
Other | (12,091) | (7,495) |
Total deferred tax liabilities | (84,687) | (37,885) |
Net deferred tax assets | $ 31,459 | $ 42,602 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule Of Income Taxes [Line Items] | ||||
Effective tax rate, percent | 3.90% | (1.20%) | 97.50% | |
Tax Reform Act, income tax expense | $ 25,100,000 | |||
Deemed repatriation of foreign earnings | $ 2,200,000 | |||
Valuation allowance | $ 1,233,000 | $ 1,251,000 | ||
Deferred tax liabilities | 84,687,000 | 37,885,000 | ||
Deferred tax liability related to intangibles not amortizable for tax purposes | 30,914,000 | 13,580,000 | ||
Deferred tax assets, net | 31,459,000 | 42,602,000 | ||
Deferred tax asset related to net operating loss carryforwards | 69,043,000 | 56,210,000 | ||
Income tax expense (benefit) | 2,350,000 | (425,000) | 14,864,000 | |
NOL carryforwards subject to expiration | $ 1,100,000 | |||
Net operating loss expiration period | 5 years | |||
Tax credits subject to expiration in 2026 | $ 100,000 | |||
Tax credit carryforwards fully realizable by 2021 | 700,000 | |||
NOL carryforward balance, limitations | 54,100,000 | |||
Unrecognized tax benefits | 0 | 0 | ||
Penalties and interest accrued | $ 0 | 0 | ||
Income tax examinations and adjustments minimum year | 3 years | |||
Federal, State and International | ||||
Schedule Of Income Taxes [Line Items] | ||||
Tax credits | $ 12,700,000 | |||
Federal | ||||
Schedule Of Income Taxes [Line Items] | ||||
NOL carryforwards subject to expiration | 237,700,000 | |||
State | ||||
Schedule Of Income Taxes [Line Items] | ||||
NOL carryforwards subject to expiration | 97,700,000 | |||
International | ||||
Schedule Of Income Taxes [Line Items] | ||||
NOL carryforwards subject to expiration | 8,400,000 | |||
India | ||||
Schedule Of Income Taxes [Line Items] | ||||
Holiday tax savings | 400,000 | 100,000 | 400,000 | |
Philippines | ||||
Schedule Of Income Taxes [Line Items] | ||||
Holiday tax savings | 100,000 | $ 300,000 | $ 200,000 | |
India Income Tax Authority | ||||
Schedule Of Income Taxes [Line Items] | ||||
Tax adjustments, settlements, and unusual provisions | 900,000 | |||
Share-based Compensation Cost | ||||
Schedule Of Income Taxes [Line Items] | ||||
Deferred tax asset, increase (decrease) in valuation allowance. | (800,000) | |||
Operating Loss Carryforwards | ||||
Schedule Of Income Taxes [Line Items] | ||||
Deferred tax asset, increase (decrease) in valuation allowance. | 200,000 | |||
Capital Loss Carryforward | ||||
Schedule Of Income Taxes [Line Items] | ||||
Deferred tax asset, increase (decrease) in valuation allowance. | $ 500,000 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Thousands | Jun. 30, 2019USD ($) | Apr. 30, 2019USD ($) | Jan. 31, 2018USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Aug. 31, 2016USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Payments of acquisition-related consideration | $ 5,963 | $ 247 | |||||||
Purchase of other investments | $ 1,750 | 1,800 | $ 200 | ||||||
LeaseLabs | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Payments of acquisition-related consideration | $ 6,000 | $ 6,000 | |||||||
Contingent Consideration | Recurring | Discount rates | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Contingent consideration liability measurement input | 0.132 | ||||||||
Contingent Consideration | Recurring | Volatility rates | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Contingent consideration liability measurement input | 0.117 | ||||||||
Contingent Consideration | Recurring | Risk Free Interest Rate | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Contingent consideration liability measurement input | 0.016 | ||||||||
Compstak | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Purchase of other investments | $ 1,800 | ||||||||
Compstak | Level 2 | Nonrecurring | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Investment gain (loss) | $ 2,600 | ||||||||
Convertible Debt Securities | WayBlazer Note | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Investment gain (loss) | $ (2,000) | ||||||||
Purchase of other investments | $ 2,000 | ||||||||
Series A-1 | Convertible Preferred Stock | Compstak | Other assets | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Carrying value of investment | $ 7,400 | $ 3,000 | $ 3,000 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jul. 10, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Business Acquisition, Contingent Consideration [Line Items] | |||||
Contingent consideration, fair value | $ 6,536 | $ 6,000 | $ 414 | ||
Recurring | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Total assets measured at fair value | 237 | 923 | |||
Total liabilities measured at fair value | 8,743 | 6,413 | |||
Recurring | Interest rate swap agreements | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Derivative assets, fair value | 923 | ||||
Derivative liability, fair value | 2,193 | 413 | |||
Recurring | Foreign currency forward contracts | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Derivative assets, fair value | 237 | ||||
Derivative liability, fair value | 14 | ||||
Recurring | Level 1 | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Total assets measured at fair value | 0 | 0 | |||
Total liabilities measured at fair value | 0 | 0 | |||
Recurring | Level 1 | Interest rate swap agreements | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Derivative assets, fair value | 0 | ||||
Derivative liability, fair value | 0 | 0 | |||
Recurring | Level 1 | Foreign currency forward contracts | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Derivative assets, fair value | 0 | ||||
Derivative liability, fair value | 0 | ||||
Recurring | Level 2 | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Total assets measured at fair value | 237 | 923 | |||
Total liabilities measured at fair value | 2,207 | 413 | |||
Recurring | Level 2 | Interest rate swap agreements | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Derivative assets, fair value | 923 | ||||
Derivative liability, fair value | 2,193 | 413 | |||
Recurring | Level 2 | Foreign currency forward contracts | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Derivative assets, fair value | 237 | ||||
Derivative liability, fair value | 14 | ||||
Recurring | Level 3 | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Total assets measured at fair value | 0 | 0 | |||
Total liabilities measured at fair value | 6,536 | 6,000 | |||
Recurring | Level 3 | Interest rate swap agreements | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Derivative assets, fair value | 0 | ||||
Derivative liability, fair value | 0 | 0 | |||
Recurring | Level 3 | Foreign currency forward contracts | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Derivative assets, fair value | 0 | ||||
Derivative liability, fair value | 0 | ||||
Hipercept | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Contingent consideration, fair value | 6,700 | $ 6,700 | |||
LeaseLabs | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Contingent consideration, fair value | $ 7,000 | ||||
Contingent Consideration | Hipercept | Recurring | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Contingent consideration, fair value | 6,536 | ||||
Contingent Consideration | Hipercept | Recurring | Level 1 | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Contingent consideration, fair value | 0 | ||||
Contingent Consideration | Hipercept | Recurring | Level 2 | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Contingent consideration, fair value | 0 | ||||
Contingent Consideration | Hipercept | Recurring | Level 3 | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Contingent consideration, fair value | $ 6,536 | ||||
Contingent Consideration | LeaseLabs | Recurring | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Contingent consideration, fair value | 6,000 | ||||
Contingent Consideration | LeaseLabs | Recurring | Level 1 | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Contingent consideration, fair value | 0 | ||||
Contingent Consideration | LeaseLabs | Recurring | Level 2 | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Contingent consideration, fair value | 0 | ||||
Contingent Consideration | LeaseLabs | Recurring | Level 3 | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Contingent consideration, fair value | $ 6,000 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Level 3 Fair Values (Details) - Level 3 - Contingent Consideration - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 6,000 | $ 414 |
Initial contingent consideration | 6,700 | 7,000 |
Settlements through cash payments | (5,963) | (247) |
Net gain on change in fair value | (201) | (1,167) |
Ending balance | $ 6,536 | $ 6,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | May 29, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 30, 2019 | Oct. 31, 2018 | Jun. 05, 2018 | Jun. 04, 2018 |
Class of Stock [Line Items] | ||||||||
Gross proceeds | $ 0 | $ 441,901,000 | $ 0 | |||||
Stock issuance costs | $ 16,900,000 | |||||||
Common stock, shares authorized (in shares) | 250,000,000 | 125,000,000 | 250,000,000 | 125,000,000 | ||||
Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Amount authorized to be repurchased | $ 100,000,000 | $ 100,000,000 | ||||||
Public Stock Offering | ||||||||
Class of Stock [Line Items] | ||||||||
Public offering (in shares) | 8,050,000 | |||||||
Gross proceeds | $ 458,900,000 | |||||||
Net proceeds received | $ 441,900,000 | |||||||
Over-Allotment Option | ||||||||
Class of Stock [Line Items] | ||||||||
Public offering (in shares) | 1,050,000 | |||||||
Offering price (in dollars per share) | $ 57 |
Stockholders' Equity -Repurchas
Stockholders' Equity -Repurchase Activity (Details) - Common Stock - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Class of Stock [Line Items] | |||
Number of shares repurchased (in shares) | 158,971 | 599,664 | 0 |
Weighted-average cost per share (in dollars per share) | $ 53.41 | $ 46.83 | $ 0 |
Total cost of shares repurchased, in thousands | $ 8,491 | $ 28,082 | $ 0 |
Derivative Financial Instrume_3
Derivative Financial Instruments and Hedging Activities (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019USD ($) | Dec. 24, 2018USD ($)derivative_instrument | Mar. 31, 2016USD ($)derivative_instrument | |
Derivative [Line Items] | |||
Cash flow hedge gain (loss) to be reclassified within 12 months | $ (0.9) | ||
Interest rate swaps | |||
Derivative [Line Items] | |||
Derivatives, contract termination value | 2 | ||
Designated as Hedging Instrument | Cash Flow Hedging | Interest rate swaps | |||
Derivative [Line Items] | |||
Number of instruments held | derivative_instrument | 2 | 2 | |
Derivative, notional amount | $ 100 | $ 75 | |
Fixed interest rate | 2.57% | 0.89% | |
Designated as Hedging Instrument | Cash Flow Hedging | Foreign currency forward | |||
Derivative [Line Items] | |||
Derivative, notional amount | 15 | ||
Not Designated as Hedging Instrument | Foreign currency forward | |||
Derivative [Line Items] | |||
Derivative, notional amount | $ 2.8 |
Derivative Financial Instrume_4
Derivative Financial Instruments and Hedging Activities - Fair Value by Balance Sheet Location (Details) - Designated as Hedging Instrument - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Derivative [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | $ 217 | $ 923 |
Derivative Liability, Fair Value, Gross Liability | 2,207 | 413 |
Other assets | Interest rate swaps | ||
Derivative [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 0 | 923 |
Other current assets | Foreign currency forward contracts | ||
Derivative [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 217 | 0 |
Other long-term liabilities | Interest rate swaps | ||
Derivative [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | 2,193 | 413 |
Other current liabilities | Foreign currency forward contracts | ||
Derivative [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | $ 14 | $ 0 |
Derivative Financial Instrume_5
Derivative Financial Instruments and Hedging Activities - Gain (Loss) on Derivatives (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Derivative [Line Items] | |||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax | $ 900 | $ 200 | $ (100) |
Interest rate swaps | Cash Flow Hedging | |||
Derivative [Line Items] | |||
Gain (Loss) Recognized in OCI | (1,477) | ||
Gain (Loss) Recognized in OCI | 61 | 318 | |
Interest rate swaps | Interest expense and other | Cash Flow Hedging | |||
Derivative [Line Items] | |||
Gain Recognized in Income | 403 | ||
Gain Recognized in Income | 613 | 77 | |
Foreign currency forward | Cash Flow Hedging | |||
Derivative [Line Items] | |||
Gain (Loss) Recognized in OCI | 244 | ||
Gain (Loss) Recognized in OCI | 0 | 0 | |
Foreign currency forward | Cost of revenue and operating expenses | Cash Flow Hedging | |||
Derivative [Line Items] | |||
Gain Recognized in Income | $ 74 | ||
Gain Recognized in Income | $ 0 | $ 0 |
Customer Deposits Held in Res_2
Customer Deposits Held in Restricted Accounts - Additional information (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Tenant funds deposited in custodial account | $ 222,400 | $ 132,200 | |
Customer deposits held in restricted accounts | 243,316 | 154,601 | |
Restricted cash | 243,323 | 154,599 | $ 96,002 |
Payment Processing Services | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Customer deposits held in restricted accounts | 222,400 | 132,200 | |
Non-Insurance Services | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Customer deposits held in restricted accounts | 14,700 | 15,100 | |
Restricted cash | 14,700 | 15,100 | |
Insurance Products | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Customer deposits held in restricted accounts | 6,200 | 7,300 | |
Restricted cash | $ 6,200 | $ 7,300 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | $ 988,136 | $ 869,480 | $ 670,963 | ||||||||
Gross profit | $ 143,008 | $ 146,104 | $ 138,253 | $ 134,598 | $ 129,482 | $ 130,467 | $ 125,183 | $ 120,169 | 561,963 | 505,301 | 390,665 |
Net income | $ 20,169 | $ 11,704 | $ 15,063 | $ 11,272 | $ 6,272 | $ 9,073 | $ 8,479 | $ 10,901 | $ 58,208 | $ 34,725 | $ 377 |
Net income per share attributable to common stockholders: | |||||||||||
Basic (in dollars per share) | $ 0.22 | $ 0.13 | $ 0.16 | $ 0.12 | $ 0.07 | $ 0.10 | $ 0.10 | $ 0.13 | $ 0.63 | $ 0.40 | $ 0 |
Diluted (in dollars per share) | $ 0.21 | $ 0.12 | $ 0.16 | $ 0.12 | $ 0.07 | $ 0.09 | $ 0.09 | $ 0.13 | $ 0.60 | $ 0.38 | $ 0 |
On demand | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | $ 246,235 | $ 245,637 | $ 235,185 | $ 226,519 | $ 218,051 | $ 215,413 | $ 206,945 | $ 193,300 | $ 953,576 | $ 833,709 | $ 642,622 |
Professional and other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 8,532 | 9,565 | 8,676 | 7,787 | 8,923 | 9,540 | 9,307 | 8,001 | 34,560 | 35,771 | 28,341 |
Service | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | $ 254,767 | $ 255,202 | $ 243,861 | $ 234,306 | $ 226,974 | $ 224,953 | $ 216,252 | $ 201,301 | $ 988,136 | $ 869,480 | $ 670,963 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - USD ($) | Jan. 22, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Subsequent Event [Line Items] | ||||
Amount paid at closing | $ 665,844,000 | $ 278,563,000 | $ 649,910,000 | |
Modern Message | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Aggregate purchase consideration | $ 65,200,000 | |||
Amount paid at closing | 63,400,000 | |||
Deferred cash obligation | 1,800,000 | |||
Management incentives | $ 10,000,000 | |||
Post-acquisition employment services period (in years) | 3 years |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Changes In Allowance For Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |||
Balance at Beginning of Year | $ 8,850 | $ 3,951 | $ 2,468 |
Adoption of ASC 606 | 0 | 4,702 | 0 |
Additions Charged to Income (2) | 22,718 | 17,180 | 4,458 |
Deductions | (21,297) | (16,983) | (2,975) |
Balance at End of Year | $ 10,271 | $ 8,850 | $ 3,951 |
Uncategorized Items - rp-201912
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 0 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 43,843,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 2,221,000 |
Additional Paid-in Capital [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 6,000 |
AOCI Attributable to Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 25,000 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 43,837,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (25,000) |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 2,221,000 |