Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 14, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-37468 | ||
Entity Registrant Name | AppFolio, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 26-0359894 | ||
Entity Address, Address Line One | 50 Castilian Drive | ||
Entity Address, City or Town | Santa Barbara, | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 93117 | ||
City Area Code | 805 | ||
Local Phone Number | 364-6093 | ||
Title of each class | Class A common stock, par value $0.0001 per share | ||
Trading Symbol | APPF | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,963 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement for the 2022 Annual Meeting of Stockholders (the “Proxy Statement”), to be filed with the Securities and Exchange Commission (the “SEC”) pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K (this “Annual Report”), are incorporated by reference in Part III, Items 10-14 of this Annual Report. Except for the portions of the Proxy Statement specifically incorporated by reference in this Annual Report, the Proxy Statement shall not be deemed to be filed as part hereof. | ||
Entity Central Index Key | 0001433195 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Class A common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 20,003,719 | ||
Class B common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 14,836,256 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 238 |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | Los Angeles, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 57,847 | $ 140,263 |
Investment securities—current | 64,600 | 28,256 |
Accounts receivable, net | 12,595 | 10,057 |
Prepaid expenses and other current assets | 23,553 | 20,777 |
Total current assets | 158,595 | 199,353 |
Investment securities—noncurrent | 61,076 | 6,770 |
Property and equipment, net | 30,479 | 26,439 |
Operating lease right-of-use assets | 41,710 | 30,561 |
Capitalized software development costs, net | 41,212 | 35,459 |
Goodwill | 56,147 | 56,147 |
Intangible assets, net | 11,711 | 16,357 |
Deferred income taxes—noncurrent | 0 | 12,181 |
Other long-term assets | 7,087 | 6,213 |
Total assets | 408,017 | 389,480 |
Current liabilities | ||
Accounts payable | 1,704 | 1,040 |
Accrued employee expenses—current | 30,065 | 18,888 |
Accrued expenses | 13,284 | 14,069 |
Deferred revenue | 2,512 | 2,262 |
Income tax payable | 136 | 9,095 |
Other current liabilities | 4,941 | 4,451 |
Total current liabilities | 52,642 | 49,805 |
Accrued employee expenses—noncurrent | 583 | 0 |
Operating lease liabilities | 55,733 | 40,146 |
Deferred income taxes—noncurrent | 1,678 | 13,609 |
Total liabilities | 110,636 | 103,560 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value, 25,000 shares authorized and no shares issued and outstanding as of December 31, 2021 and December 31, 2020 | 0 | 0 |
Additional paid-in capital | 171,930 | 161,247 |
Accumulated other comprehensive (loss) income | (194) | 56 |
Treasury stock, at cost, 419 shares of Class A common stock as of December 31, 2021 and December 31, 2020 | (25,756) | (25,756) |
Retained earnings | 151,397 | 150,369 |
Total stockholders’ equity | 297,381 | 285,920 |
Total liabilities and stockholders’ equity | 408,017 | 389,480 |
Class A common stock | ||
Stockholders’ equity: | ||
Common stock | 2 | 2 |
Class B common stock | ||
Stockholders’ equity: | ||
Common stock | $ 2 | $ 2 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Treasury stock (in shares) | 419,000 | |
Class A common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 19,836,000 | 19,148,000 |
Common stock, shares outstanding (in shares) | 19,417,000 | 18,729,000 |
Treasury stock (in shares) | 419,000 | |
Class B common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, shares issued (in shares) | 15,408,000 | 15,659,000 |
Common stock, shares outstanding (in shares) | 15,408,000 | 15,659,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenue | $ 359,370 | $ 310,056 | $ 256,012 |
Costs and operating expenses: | |||
Cost of revenue (exclusive of depreciation and amortization) | 143,944 | 119,029 | 101,642 |
Sales and marketing | 73,200 | 58,445 | 51,528 |
Research and product development | 65,980 | 48,529 | 39,508 |
General and administrative | 57,279 | 47,480 | 34,478 |
Depreciation and amortization | 30,845 | 26,790 | 22,395 |
Total costs and operating expenses | 371,248 | 300,273 | 249,551 |
(Loss) income from operations | (11,878) | 9,783 | 6,461 |
Other income, net | 13,111 | 188,897 | 16 |
Interest income (expense), net | 501 | (1,849) | (1,654) |
Income before provision for (benefit from) income taxes | 1,734 | 196,831 | 4,823 |
Provision for (benefit from) income taxes | 706 | 38,428 | (31,459) |
Net income | $ 1,028 | $ 158,403 | $ 36,282 |
Net income per common share: | |||
Basic (in dollars per share) | $ 0.03 | $ 4.62 | $ 1.07 |
Diluted (in dollars per share) | $ 0.03 | $ 4.44 | $ 1.02 |
Weighted average common shares outstanding: | |||
Basic (in shares) | 34,578 | 34,264 | 34,016 |
Diluted (in shares) | 35,701 | 35,713 | 35,567 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 1,028 | $ 158,403 | $ 36,282 |
Other comprehensive (loss) income: | |||
Changes in unrealized (losses) gains on investment securities | (250) | 23 | 211 |
Comprehensive income | $ 778 | $ 158,426 | $ 36,493 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common StockClass A common stock | Common StockClass B common stock | Additional paid-in capital | Accumulated other comprehensive (loss) income | Treasury Stock | Retained Earnings/Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2018 | 15,789 | 18,109 | |||||
Beginning balance at Dec. 31, 2018 | $ 91,846 | $ 2 | $ 2 | $ 157,898 | $ (178) | $ (21,562) | $ (44,316) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of stock options (in shares) | 120 | ||||||
Exercise of stock options | 553 | 553 | |||||
Stock-based compensation | 8,985 | 8,985 | |||||
Vesting of restricted stock units, net of shares withheld for taxes (in shares) | 123 | ||||||
Vesting of restricted stock units, net of shares withheld for taxes | (5,933) | (5,933) | |||||
Vesting of early exercised shares | 6 | 6 | |||||
Conversion of Class B stock to Class A stock (in shares) | 515 | (515) | |||||
Conversion of Class B stock to Class A stock | 0 | ||||||
Issuance of restricted stock awards (in shares) | 5 | ||||||
Issuance of restricted stock awards | 0 | ||||||
Other comprehensive income (loss) | 211 | 211 | |||||
Net income | 36,282 | 36,282 | |||||
Ending balance (in shares) at Dec. 31, 2019 | 16,552 | 17,594 | |||||
Ending balance at Dec. 31, 2019 | 131,950 | $ 2 | $ 2 | 161,509 | 33 | (21,562) | (8,034) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of stock options (in shares) | 106 | 13 | |||||
Exercise of stock options | 822 | 822 | |||||
Stock-based compensation | 11,112 | 11,112 | |||||
Vesting of restricted stock units, net of shares withheld for taxes (in shares) | 166 | ||||||
Vesting of restricted stock units, net of shares withheld for taxes | (12,196) | (12,196) | |||||
Conversion of Class B stock to Class A stock (in shares) | 1,948 | (1,948) | |||||
Conversion of Class B stock to Class A stock | 0 | ||||||
Issuance of restricted stock awards (in shares) | 5 | ||||||
Issuance of restricted stock awards | 0 | ||||||
Other comprehensive income (loss) | 23 | 23 | |||||
Repurchase of common stock (in shares) | (48) | ||||||
Repurchase of common stock | (4,194) | (4,194) | |||||
Net income | 158,403 | 158,403 | |||||
Ending balance (in shares) at Dec. 31, 2020 | 18,729 | 15,659 | |||||
Ending balance at Dec. 31, 2020 | $ 285,920 | $ 2 | $ 2 | 161,247 | 56 | (25,756) | 150,369 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of stock options (in shares) | 322 | 238 | 84 | ||||
Exercise of stock options | $ 2,614 | 2,614 | |||||
Stock-based compensation | 18,031 | 18,031 | |||||
Vesting of restricted stock units, net of shares withheld for taxes (in shares) | 111 | ||||||
Vesting of restricted stock units, net of shares withheld for taxes | (9,962) | (9,962) | |||||
Conversion of Class B stock to Class A stock (in shares) | 335 | (335) | |||||
Conversion of Class B stock to Class A stock | 0 | ||||||
Issuance of restricted stock awards (in shares) | 4 | ||||||
Issuance of restricted stock awards | 0 | ||||||
Other comprehensive income (loss) | (250) | (250) | |||||
Net income | 1,028 | 1,028 | |||||
Ending balance (in shares) at Dec. 31, 2021 | 19,417 | 15,408 | |||||
Ending balance at Dec. 31, 2021 | $ 297,381 | $ 2 | $ 2 | $ 171,930 | $ (194) | $ (25,756) | $ 151,397 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash from operating activities | |||
Net income | $ 1,028 | $ 158,403 | $ 36,282 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 29,032 | 25,507 | 21,639 |
Amortization of operating lease right-of-use assets | 3,199 | 3,701 | 4,130 |
Deferred income taxes | 250 | 29,002 | (31,455) |
Stock-based compensation, including as amortized | 17,154 | 10,308 | 8,065 |
Gain on sale of business | (380) | (187,658) | 0 |
Gain on sale of equity-method investment and recovery of note receivable | (12,767) | 0 | 0 |
Other | 249 | 125 | 32 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (2,103) | (2,782) | (2,031) |
Prepaid expenses and other current assets | (2,168) | (5,894) | (4,031) |
Other assets | (1,259) | (519) | 1,376 |
Accounts payable | 497 | (903) | 511 |
Accrued employee expenses—current | 11,264 | 2,799 | 4,542 |
Accrued expenses | (1,773) | 6,878 | 55 |
Deferred revenue | (186) | 530 | 1,193 |
Income tax payable | (8,959) | 9,095 | 292 |
Accrued employee expenses—noncurrent | 583 | 0 | 0 |
Operating lease liabilities | 1,268 | (564) | (2,662) |
Other liabilities | 462 | 271 | 949 |
Net cash provided by operating activities | 35,391 | 48,299 | 38,887 |
Cash from investing activities | |||
Purchases of available-for-sale investments | (241,215) | (43,877) | (25,198) |
Proceeds from sales of available-for-sale investments | 43,198 | 16,711 | 2,750 |
Proceeds from maturities of available-for-sale investments | 107,354 | 27,330 | 15,660 |
Purchases of property, equipment and intangible assets | (8,103) | (19,038) | (8,084) |
Capitalization of software development costs | (24,615) | (26,042) | (20,998) |
Cash paid in business acquisition, net of cash acquired | 0 | 0 | (54,004) |
Proceeds from sale of business, net of cash divested | 402 | 191,427 | 0 |
Proceeds from sale of equity-method investment and recovery of note receivable | 12,520 | 0 | 0 |
Net cash (used in) provided by investing activities | (110,459) | 146,511 | (89,874) |
Cash from financing activities | |||
Proceeds from stock option exercises | 2,614 | 822 | 553 |
Tax withholding for net share settlement | (9,962) | (12,196) | (6,155) |
Payment of contingent consideration | 0 | (5,977) | 0 |
Proceeds from issuance of debt | 0 | 50,752 | 2,169 |
Principal payments on debt | 0 | (99,565) | (3,419) |
Payment of debt issuance costs | 0 | 0 | (420) |
Purchase of treasury stock | 0 | (4,194) | 0 |
Net cash used in financing activities | (7,348) | (70,358) | (7,272) |
Net (decrease) increase in cash and cash equivalents | (82,416) | 124,452 | (58,259) |
Cash, cash equivalents and restricted cash | |||
Beginning of period | 140,699 | 16,247 | 74,506 |
End of period | 58,283 | 140,699 | 16,247 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 0 | 1,815 | 2,169 |
Cash paid for income taxes | 9,324 | 85 | 545 |
Cash paid for amounts included in the measurement of lease liabilities included in operating cash flows | 1,618 | 2,198 | 5,007 |
Right-of-use assets obtained in exchange for operating lease liabilities | 11,945 | 6,644 | 14,986 |
Noncash investing and financing activities | |||
Purchases of property and equipment included in accounts payable and accrued expenses | 1,526 | 370 | 3,447 |
Capitalization of software development costs included in accrued expenses and accrued employee expenses | 296 | 383 | 1,187 |
Stock-based compensation capitalized for software development | 877 | 804 | 1,844 |
Purchase consideration for acquisitions included in other current liabilities | $ 0 | $ 0 | $ 5,977 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows - Reconciliation - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Cash Flows [Abstract] | |||
Cash and cash equivalents | $ 57,847 | $ 140,263 | $ 15,813 |
Restricted cash included in other assets | 436 | 436 | 434 |
Total cash, cash equivalents and restricted cash | $ 58,283 | $ 140,699 | $ 16,247 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of BusinessAppFolio, Inc. (the "Company," "we," "us" or "our") is a leading provider of cloud business management solutions for the real estate industry. Our solutions enable our customers to digitally transform their businesses, automate and streamline critical business operations and deliver a better customer experience. We were founded in 2006 with the vision to revolutionize vertical industry businesses by providing great software and services. Our mission is even more relevant today, digital transformation is effectively a requirement for business success in the modern world, and the way we work and live today requires powerful software solutions to enable a more seamless experience. During the years ended December 31, 2020 and 2019, we also provided cloud-based solutions and services to the legal industry via MyCase, a solution primarily designed for small and mid-sized law firms. As previously disclosed, we completed our divestiture of MyCase, Inc. on September 30, 2020. For additional details, see Note 3, Divestitures |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying Consolidated Financial Statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Reclassification We reclassified certain amounts in our Consolidated Statements of Cash Flows within the cash flows from operating activities section in the prior year to conform to the current year's presentation. Principles of Consolidation The accompanying Consolidated Financial Statements include the operations of AppFolio, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Our investment in SecureDocs, Inc. (“SecureDocs”) is accounted for under the equity method of accounting as we have the ability to exert significant influence, but do not control and are not the primary beneficiary of the entity. Our investment in SecureDocs is not material and any income (loss) activity is not material individually or in the aggregate to our Consolidated Financial Statements for any period presented. In December 2021, we sold our interest in SecureDocs. Refer to Note 4, Investments for additional information. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue, expenses, other income, and provision for income taxes during the reporting period. Assets and liabilities which are subject to judgment and use of estimates include the fair value of financial instruments, capitalized software development costs, period of benefit associated with deferred costs, incremental borrowing rate used to measure operating lease liabilities, the recoverability of goodwill and long-lived assets, income taxes, useful lives associated with property and equipment and intangible assets, contingencies, assumptions underlying performance-based compensation (whether cash or stock-based), and valuation and assumptions underlying stock-based compensation and other equity instruments. Actual results could differ from those estimates and any such differences may have a material impact on our Consolidated Financial Statements. Segment Information Our chief operating decision maker reviews financial information presented on an aggregated and consolidated basis, together with revenue information for our core solutions, Value Added Services, and other service offerings, principally to make decisions about how to allocate resources and to measure our performance. Accordingly, we have determined that we have one reportable and operating segment. Concentrations of Credit Risk Financial instruments that potentially subject us to credit risk consist principally of cash, cash equivalents, restricted cash, accounts receivable, investment securities and notes receivable. We maintain cash balances at financial institutions in excess of amounts insured by United States government agencies or payable by the United States government directly. We place our cash with high credit, quality financial institutions. We invest in investment securities with a minimum rating of A by Standard & Poor's or A-1 by Moody's and regularly monitor our investment security portfolio for changes in credit ratings. Concentrations of credit risk with respect to accounts receivable and revenue are limited due to a large, diverse customer base. No individual customer represented 10% or more of accounts receivable at December 31, 2021 and 2020 or revenue for the years ended December 31, 2021, 2020 and 2019. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We use a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, in the marketplace. Level 3 - Unobservable inputs that are supported by little or no market activity. Cash, Cash Equivalents and Restricted Cash We consider all highly liquid investments, readily convertible to cash, and which have a remaining maturity date of three months or less at the date of purchase, to be cash equivalents. Cash and cash equivalents are recorded at fair value and consist primarily of bank deposits and money market funds. Investment Securities Our investment securities currently consist of corporate bonds, United States government agency securities and treasury securities. We classify investment securities as available-for-sale at the time of purchase and reevaluate such classification at each balance sheet date. All investments are recorded at estimated fair value and investments with original maturities of less than one year at the time of purchase are classified as short-term. Unrealized gains and losses for available-for-sale investment securities are included in accumulated other comprehensive income, a component of stockholders' equity. For available-for-sale debt securities in an unrealized loss position, we first assess whether we intend to sell, or whether it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If either of these criteria is met, the security’s amortized cost basis is written down to fair value through income. For securities in an unrealized loss position that do not meet these criteria, we evaluate whether the decline in fair value has resulted from credit loss or other factors. If this assessment indicates a credit loss exists, the credit-related portion of the loss is recorded as an allowance for losses on the security. No allowance for credit losses for available-for-sale investment securities was recorded as of December 31, 2021 and 2020. Accounts Receivable Accounts receivable are recorded at the invoiced amount, net of an allowance for credit losses. The allowance for credit losses is based on historical loss experience, the number of days that receivables are past due, and an evaluation of the potential risk of loss associated with delinquent accounts. Accounts receivable considered uncollectible are charged against the allowance for credit losses when identified. We do not have any off-balance sheet credit exposure related to our customers. At December 31, 2021 and 2020, our allowance for credit losses was not material. Property and Equipment Property and equipment is stated at cost net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of assets as follows: Asset Type Depreciation Period Computer equipment 3 years Furniture and fixtures 7 years Office equipment 3 to 5 years Leasehold improvements Shorter of remaining life of lease or asset life Leases We determine if an arrangement is a lease at inception. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments, over the lease term at commencement date. As none of our leases provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU assets also include any lease payments made to the lessor before or at the lease commencement date and excludes lease incentives received and initial direct costs incurred. Our lease terms may include options to extend the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have lease arrangements with lease and non-lease components, which are generally accounted for as a single lease component. Leases with an initial term of twelve months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Capitalized Software Development Costs Software development costs consist of certain payroll and stock compensation costs incurred to develop functionality of our internal-use software solutions. We capitalize certain software development costs for new offerings as well as significant upgrades and enhancements to our existing software solutions. Capitalized software development costs are amortized using the straight-line method over an estimated useful life of three years. We do not transfer ownership of our software, license, or lease our software to third parties. Goodwill and Intangible Assets Goodwill is tested for impairment at least annually at the reporting unit level or at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. A qualitative assessment is performed to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount. A quantitative assessment is performed if the qualitative assessment results in a more-likely-than-not determination or if a qualitative assessment is not performed. The quantitative assessment considers whether the carrying amount of a reporting unit exceeds its fair value, in which case an impairment charge is recorded to the extent that the reporting unit’s carrying value exceeds its fair value. We test for goodwill impairment annually during the fourth quarter of the calendar year. Based on the assessment performed at November 1, 2021, we determined it was unlikely that our reporting unit fair value was less than its carrying value and no quantitative impairment test assessment was required. No impairment losses were recorded for goodwill during the years ended December 31, 2021, 2020 and 2019. Intangible assets primarily consist of acquired database and technology, non-compete agreements, customer and partner relationships, trademarks and trade names, domain names and patents, which are recorded at cost, less accumulated amortization. We determine the appropriate useful life of our intangible assets by performing an analysis of expected cash flows of the acquired assets. Intangible assets are amortized over their estimated useful lives on a straight-line basis, which approximates the pattern in which the economic benefits of the assets are consumed. Impairment of Long-Lived Assets We assess the recoverability of our long-lived assets when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable or that the useful lives of those assets are no longer appropriate. An impairment charge would be recognized when the carrying amount of a long-lived asset or asset group is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset or asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group. There were no impairment charges related to the identified long-lived assets for the years ended December 31, 2021, 2020 and 2019. Revenue Recognition We generate revenue from our customers primarily for subscriptions to access our core solutions and Value Added Services. Revenue is recognized upon transfer of control of promised services in an amount that reflects the consideration we expect to receive in exchange for those services. We enter into contracts that can include various combinations of services, which are generally capable of being distinct, distinct within the context of the contract, and accounted for as separate performance obligations. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. We do not disclose the value of unsatisfied performance obligations for contracts with an original expected term of one year or less. We recognize revenue in proportion to the amount we have the right to invoice for certain core solutions and Value Added Services revenue, as that amount corresponds directly with our performance completed to date. Refer to Note 14, Revenue and Other Information for the disaggregated breakdown of revenue between Core solutions, Value Added Services and Other revenue. Core Solutions We charge our customers on a subscription basis for our core solutions. Our subscription fees are designed to scale to the size of our customers' businesses. Subscription fees for our core solutions are charged on a per-unit per-month basis for our property management software solution and on a per-user per-month basis for our legal software solution. Our customers do not have rights to the underlying software code of our solutions, and, accordingly, we recognize subscription revenue over time on a straight-line basis over the contract term beginning on the date that our service is made available to the customer. The term of our core solutions subscription agreements typically ranges from one month to one year. We typically invoice our customers for subscription services in monthly or annual installments, in advance of the subscription period. Value Added Services We charge our customers on a subscription or usage basis for our Value Added Services. Subscription-based fees are charged on a per-unit basis. We typically invoice our customers for subscription-based services in monthly installments, in advance of the subscription period. We recognize revenue for subscription-based services over time on a straight-line basis over the contract term beginning on the date that our service is made available to the customer. Usage-based fees are charged either as a percentage of the transaction amount (e.g., for certain of our electronic payment services) or on a flat fee per transaction basis with no minimum usage commitments (e.g., for our tenant screening and risk mitigation services). We recognize revenue for usage-based services in the period the service is rendered. Our electronic payments services fees are recorded gross of the interchange and payment processing related fees. We generally invoice our customers for usage-based services on a monthly basis for services rendered in the preceding month. In addition, some subscription or usage-based Value Added Services, such as fees for electronic payment services, are paid by either our customers or clients of our customers at the time the services are rendered. We work with third-party partners to provide certain of our Value Added Services. For these Value Added Services, we evaluate whether we are the principal, and report revenue on a gross basis, or the agent, and report revenue on a net basis. In this assessment we consider if we obtain control of the specified services before they are transferred to the customer, as well as other indicators such as whether we are the party primarily responsible for fulfillment, and whether we have discretion in establishing price. Other Revenue Other revenue include fees from one-time services related to the implementation of our software solutions and other recurring or one-time fees related to our customers who are not otherwise using our core solutions. This includes legacy customers of businesses we have acquired where the customers haven't migrated to our core solutions. The fees for implementation and data migration services are billed upon signing our core subscription contract and are not recognized until the core solution is accessible and fully functional for our customer's use. Other services are billed when the services rendered are completed and delivered to the customer or billed in advance and deferred over the subscription period. Deferred Revenue We record deferred revenue when cash payments are received in advance of our performance. During the twelve months ended December 31, 2021 and 2020, we recognized revenue of $2.2 million and $4.5 million, respectively, that were included in the deferred revenue balances at December 31, 2020 and 2019, respectively. Deferred Costs Deferred costs, which primarily consist of sales commissions, are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and then amortized on a straight-line basis over a period of benefit that we have determined to be three years. We typically do not pay commissions for contract renewals. We determined the period of benefit by taking into consideration our customer contract term, the useful life of our internal-use software, average customer life, and other factors. Amortization expense for the deferred costs is allocated based on the employee's department and included within sales and marketing expense in the accompanying Consolidated Statements of Operations. Deferred costs were $12.4 million and $10.3 million at December 31, 2021 and 2020, respectively, of which $6.4 million and $5.5 million, respectively, are included in Prepaid expenses and other current assets and $6.0 million and $4.8 million, respectively, are included in Other assets in the accompanying Consolidated Balance Sheets. Amortization expense for deferred costs was $6.8 million, $5.8 million, and $4.2 million for the years ended December 31, 2021, 2020, and 2019, respectively. For the years ended December 31, 2021 and 2020, no impairments were identified in relation to the costs capitalized for the periods presented. Cost of Revenue Many of our Value Added Services are facilitated by third-party service providers. Cost of revenue paid to these third-party service providers includes the cost of electronic interchange and payment processing related services to support our electronic payments services, the cost of credit reporting services for our tenant screening services, and various costs associated with our risk mitigation service providers. These third-party costs vary both in amount and as a percent of revenue for each Value Added Service offering. Cost of revenue also consists of personnel-related costs for our employees focused on customer service and the support of our operations (including salaries, performance-based compensation, benefits, and stock-based compensation), platform infrastructure costs (such as data center operations and hosting-related costs), and allocated shared and other costs. Cost of revenue excludes depreciation of property and equipment, amortization of capitalized software development costs and amortization of intangible assets. Sales and Marketing Sales and marketing expense consists of personnel-related costs (including salaries, sales commissions, performance-based compensation, benefits, and stock-based compensation) for our employees focused on sales and marketing, costs associated with sales and marketing activities, and allocated shared and other costs. Marketing activities include advertising, online lead generation, lead nurturing, customer and industry events, and the creation of industry-related content and collateral. Sales commissions and other incremental costs to acquire customers and grow adoption and utilization of our Value Added Services by our new and existing customers are deferred and then amortized on a straight-line basis over a period of benefit, which we have determined to be three years. We focus our sales and marketing efforts on generating awareness of our software solutions, creating sales leads, establishing and promoting our brands, and cultivating an educated community of successful and vocal customers. Advertising expenses were $9.4 million, $7.0 million and $5.8 million for each of the years ended December 31, 2021, 2020 and 2019, respectively, and are expensed as incurred. Research and Product Development Research and product development expense consists of personnel-related costs (including salaries, performance-based compensation, benefits, and stock-based compensation) for our employees focused on research and product development, fees for third-party development resources, and allocated shared and other costs. Our research and product development efforts are focused on enhancing functionality and the ease of use of our existing software solutions by adding new core functionality, Value Added Services and other improvements, as well as developing new products and services for new and existing markets. We capitalize our software development costs which meet the criteria for capitalization. Amortization of capitalized software development costs is included in depreciation and amortization expense. General and Administrative General and administrative expense consists of personnel-related costs (including salaries, a majority of total performance-based compensation, benefits, and stock-based compensation) for employees in our executive, finance, information technology, human resources, legal, compliance, corporate development and administrative organizations. In addition, general and administrative expense includes fees for third-party professional services (including audit, legal, compliance, tax, and consulting services), transaction costs related to business combinations and divestitures, regulatory fines and penalties, other corporate expenses, and allocated shared costs. Depreciation and Amortization Depreciation and amortization expense includes depreciation of property and equipment, amortization of capitalized software development costs, and amortization of intangible assets. We depreciate or amortize property and equipment, software development costs, and intangible assets over their expected useful lives on a straight-line basis, which approximates the pattern in which the economic benefits of the assets are consumed. Stock-Based Compensation We recognize stock-based compensation expense for restricted stock awards ("RSAs") and restricted stock units ("RSUs") with only service conditions on a straight-line basis over the requisite service period. For RSUs with both service and performance conditions (performance-based RSUs or performance share units ("PSUs")), compensation cost is recorded on a graded-vesting method, if it is probable that the performance condition will be achieved. Adjustments to compensation expense are made each period based on changes in our estimate of the number of PSUs that are probable of vesting. PSUs will vest upon achievement of the relevant performance metric once such calculation is reviewed and approved by our Board of Directors. We estimate a forfeiture rate to calculate our stock-based compensation expense for our stock-based awards. Income Taxes We recognize deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the Consolidated Statements of Operations in the period that includes the enactment date. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. In evaluating the need for a valuation allowance, management considers the weighting of all available positive and negative evidence, which includes, among other things, the nature, frequency and severity of current and cumulative taxable income or losses, future projections of profitability, and the duration of statutory carryforward periods. Net Income per Common Share Basic net income per share includes no dilution and is computed by dividing net income for the period by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed by dividing net income for the period by the weighted average number of shares of common stock and potentially dilutive common stock outstanding during the period. The dilutive effect of outstanding options and equity incentive awards is reflected in diluted net income per share by application of the treasury stock method. The calculation of diluted net income per share excludes all anti-dilutive common shares. Net income per common share was the same for shares of our Class A and Class B common stock because they are entitled to the same liquidation and dividend rights and are therefore combined in the table below. The following table presents a reconciliation of the weighted average number of shares of our Class A and Class B common stock used to compute net income per common share (in thousands): Year Ended December 31, 2021 2020 2019 Weighted average common shares outstanding 34,583 34,269 34,020 Less: Weighted average unvested restricted shares subject to repurchase 5 5 4 Weighted average common shares outstanding; basic 34,578 34,264 34,016 Weighted average common shares outstanding; basic 34,578 34,264 34,016 Plus: Weighted average options, restricted stock units and restricted shares used to compute diluted net income per common share 1,123 1,449 1,551 Weighted average common shares outstanding; diluted 35,701 35,713 35,567 For the years ended December 31, 2021, 2020 and 2019, an aggregate of 181,000, 79,000 and 187,000 shares, respectively, underlying performance-based stock options and PSUs were not included in the computations of diluted and anti-dilutive shares as they are considered contingently issuable upon satisfaction of pre-defined performance measures and their respective performance measures have not been met. RSUs with an anti-dilutive effect were excluded from the calculation of weighted average number of shares used to compute diluted net income per common share and they were not material for the years ended December 31, 2021, 2020 and 2019. Recent Accounting Pronouncements Adopted in 2021 In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"). This amendment was issued to simplify the accounting for income taxes by removing certain exceptions for recognizing deferred taxes, performing intraperiod allocation, and calculating income taxes in interim periods. Further, ASU 2019-12 adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax basis goodwill and allocating taxes to members of a consolidated group. This guidance also requires an entity to reflect the effect of an enacted change in tax laws or rates in its effective income tax rate in the first interim period that includes the enactment date of the new legislation, aligning the timing of recognition of the effects from enacted tax law changes on the effective income tax rate with the effects on deferred income tax assets and liabilities. Under existing guidance, an entity recognizes the effects of the enacted tax law change on the effective income tax rate in the period that includes the effective date of the tax law. We adopted ASU 2019-12 on January 1, 2021. The adoption of this guidance did not have a material impact on our financial condition, results of operations, cash flows or disclosures. Recent Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued ASU 2021-08, " Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ," which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, " Revenue from Contracts with Customers ," as if the acquirer had originated the contracts. ASU 2021-08 is effective for fiscal years and interim reporting periods within those fiscal years beginning after December 15, 2022. We will adopt ASU 2021-08 on January 1, 2023 on a prospective basis to business combinations that occur on or after the adoption date. The Company is currently evaluating the effect, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows and disclosures. |
Divestitures
Divestitures | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divestitures | Divestitures Divestiture of MyCase On September 30, 2020, we completed our divestiture of 100% of our issued and outstanding equity interests of MyCase, Inc. ("MyCase"), a former wholly owned subsidiary that provided legal practice and case management software solutions to our legal customers, for $193.0 million, consisting of $192.2 million of cash proceeds, plus a $2.2 million employee retention bonus pool funded by us, less cash divested of $0.8 million and a preliminary working capital adjustment of $0.6 million (the "MyCase Transaction"). The retention bonus pool was refundable to the Company to the extent that MyCase employees were terminated prior to the retention period, which was one year from the closing date of the MyCase Transaction. We recognized a pre-tax gain on the sale of $188.0 million on the MyCase Transaction, consisting of cash proceeds of $192.2 million, less net assets divested of $4.6 million, plus an adjustment in the employee retention bonus pool of $0.4 million. Net assets divested is primarily comprised of capitalized software of $3.9 million, deferred revenue of $2.8 million and goodwill allocated to MyCase of $2.3 million. The gain on the sale was recorded within Other income, net . Income received during the twelve months ended December 31, 2021 and 2020 in relation to the transition services provided by us to MyCase was $2.4 million and $1.1 million, respectively, and is included within Other income, net in our Consolidated Statements of Operations. |
Investments and Fair Value Meas
Investments and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Investments and Fair Value Measurements | Investments and Fair Value Measurements Investment Securities Investment securities classified as available-for-sale consisted of the following at December 31, 2021 and 2020 (in thousands): December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Corporate bonds $ 29,080 $ — $ (11) $ 29,069 Agency securities 19,753 — (27) 19,726 Treasury securities 77,108 2 (229) 76,881 Total available-for-sale investment securities $ 125,941 $ 2 $ (267) $ 125,676 December 31, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Agency securities $ 17,104 $ 29 $ (1) $ 17,132 Treasury securities 17,847 47 — 17,894 Total available-for-sale investment securities $ 34,951 $ 76 $ (1) $ 35,026 At December 31, 2021 and 2020, the contractual maturities of our investments did not exceed 36 months. The fair values of available-for-sale investments, by remaining contractual maturity, are as follows (in thousands): December 31, 2021 December 31, 2020 Amortized Cost Estimated Fair Value Amortized Cost Estimated Fair Value Due in one year or less $ 64,627 $ 64,600 $ 28,197 $ 28,256 Due after one year through three years 61,314 61,076 6,754 6,770 Total available-for-sale investment securities $ 125,941 $ 125,676 $ 34,951 $ 35,026 During the years ended December 31, 2021 and 2020, we had sales and maturities (which include calls) of investment securities, as follows (in thousands): Year Ended December 31, 2021 Gross Realized Gains Gross Realized Losses Gross Proceeds from Sales Gross Proceeds from Maturities Corporate bonds $ — $ — $ — $ 39,075 Agency securities — — — 11,575 Treasury securities 6 — 43,198 56,704 $ 6 $ — $ 43,198 $ 107,354 Year Ended December 31, 2020 Gross Realized Gains Gross Realized Losses Gross Proceeds from Sales Gross Proceeds from Maturities Corporate bonds $ 6 $ — $ 4,006 $ 5,600 Agency securities 25 — 7,878 1,900 Treasury securities 4 (2) 4,827 19,830 $ 35 $ (2) $ 16,711 $ 27,330 SecureDocs In December 2021, we sold all of our interest in SecureDocs. A gain of $12.8 million was recognized within Other income, net in our Consolidated Statements of Operations, a portion of which relates to the recovery of a $2.0 million note receivable which had been previously reserved. Fair Value Measurements Recurring Fair Value Measurements Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following tables present our financial assets and liabilities measured at fair value on a recurring basis at December 31, 2021 and 2020, by level within the fair value hierarchy (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Total Fair Cash equivalents: Money market funds $ 6,105 $ — $ — $ 6,105 Available-for-sale investment securities: Corporate bonds — 29,069 — 29,069 Agency securities — 19,726 — 19,726 Treasury securities 76,881 — — 76,881 Total $ 82,986 $ 48,795 $ — $ 131,781 December 31, 2020 Level 1 Level 2 Level 3 Total Fair Cash equivalents: Money market funds $ 4,749 $ — $ — $ 4,749 Treasury securities 97,433 — — 97,433 Available-for-sale investment securities: Agency securities — 17,132 — 17,132 Treasury securities 17,894 — — 17,894 Total $ 120,076 $ 17,132 $ — $ 137,208 The carrying amounts of cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities approximate fair value because of the short maturity of these items. There were no changes to our valuation techniques used to measure asset and liability fair values on a recurring basis during the year ended December 31, 2021. The valuation techniques for the financial assets in the tables above are as follows: Cash Equivalents At December 31, 2021 and 2020, cash equivalents include cash invested in money market funds and treasury securities with a maturity of three months or less. Fair value is based on market prices for identical assets. Available-for-Sale Investment Securities Fair value for our Level 1 investment securities is based on market prices for identical assets. Our Level 2 securities were priced by a pricing vendor. The pricing vendor utilizes the most recent observable market information in pricing these securities or, if specific prices are not available for these securities, other observable inputs like market transactions involving comparable securities are used. |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net consists of the following (in thousands): December 31, 2021 2020 Computer equipment $ 4,884 $ 4,597 Furniture and fixtures 5,167 6,021 Office equipment 3,285 3,324 Leasehold improvements 22,679 22,952 Construction in process 5,227 617 Gross property and equipment 41,242 37,511 Less: Accumulated depreciation (10,763) (11,072) Total property and equipment, net $ 30,479 $ 26,439 Depreciation expense for property and equipment totaled $4.7 million, $4.0 million, and $3.1 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Capitalized Software Developmen
Capitalized Software Development Costs, net | 12 Months Ended |
Dec. 31, 2021 | |
Research and Development [Abstract] | |
Capitalized Software Development Costs, net | Capitalized Software Development Costs, net Capitalized software development costs, net were as follows (in thousands): December 31, 2021 2020 Capitalized software development costs, gross $ 115,377 $ 96,974 Less: Accumulated amortization (74,165) (61,515) Capitalized software development costs, net $ 41,212 $ 35,459 Capitalized software development costs were $27.2 million, $27.3 million and $23.6 million for the years ended December 31, 2021, 2020 and 2019, respectively. Amortization expense with respect to software development costs totaled $21.5 million, $17.9 million and $14.0 million for the years ended December 31, 2021, 2020 and 2019, respectively. During the year ended December 31, 2021, we disposed of $8.8 million of fully amortized capitalized software development costs. Future amortization expense with respect to capitalized software development costs at December 31, 2021 is estimated as follows (in thousands): Years Ending December 31, 2022 $ 21,552 2023 13,740 2024 5,617 2025 303 Total amortization expense $ 41,212 |
Intangible Assets, net
Intangible Assets, net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Intangible Assets, net Intangible assets, net consisted of the following (in thousands, except years): December 31, 2021 Gross Carrying Accumulated Net Carrying Weighted Customer relationships $ 2,840 $ (2,006) $ 834 5.0 Database 8,330 (2,620) 5,710 10.0 Technology 6,539 (5,107) 1,432 4.0 Trademarks and trade names 1,890 (1,128) 762 5.0 Partner relationships 680 (680) — 3.0 Non-compete agreements 7,400 (4,444) 2,956 5.0 Domain names 90 (75) 15 5.0 Patents 252 (250) 2 5.0 Total intangible assets, net $ 28,021 $ (16,310) $ 11,711 6.3 December 31, 2020 Gross Carrying Accumulated Net Carrying Weighted Customer relationships $ 2,840 $ (1,550) $ 1,290 5.0 Database 8,330 (1,787) 6,543 10.0 Technology 6,539 (3,641) 2,898 4.0 Trademarks and trade names 1,890 (732) 1,158 5.0 Partner relationships 680 (680) — 3.0 Non-compete agreements 7,400 (2,964) 4,436 5.0 Domain names 90 (70) 20 5.0 Patents 252 (240) 12 5.0 Total intangible assets, net $ 28,021 $ (11,664) $ 16,357 6.3 Amortization expense with respect to intangible assets totaled $4.6 million, $4.9 million and $5.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. Future amortization expense with respect to intangible assets is estimated as follows (in thousands): Years Ending December 31, 2022 $ 4,605 2023 3,060 2024 835 2025 833 2026 833 Thereafter 1,545 Total amortization expense $ 11,711 |
Accrued Employee Expenses
Accrued Employee Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Compensation Related Costs [Abstract] | |
Accrued Employee Expenses | Accrued Employee Expenses Accrued employee expenses consisted of the following (in thousands): December 31, 2021 2020 Accrued vacation $ 10,675 $ 8,277 Accrued bonuses 13,101 5,638 Accrued commissions 2,048 1,995 Accrued payroll 3,068 1,921 Accrued payroll taxes and other 1,173 1,057 Total accrued employee expenses—current $ 30,065 $ 18,888 Accrued employee expenses—noncurrent $ 583 $ — |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases Operating leases for our corporate offices have remaining lease terms ranging from one The components of lease expense recognized in the Consolidated Statements of Operations were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Operating lease cost $ 5,203 $ 5,272 $ 5,102 Variable lease cost 1,463 1,443 1,087 Total lease cost $ 6,666 $ 6,715 $ 6,189 Lease-related assets and liabilities were as follows (in thousands, except years and %): December 31, 2021 2020 Assets Prepaid expenses and other current assets $ 4,854 $ 3,972 Operating lease right-of-use assets 41,710 30,561 Liabilities Other current liabilities $ 1,874 $ 1,845 Operating lease liabilities 55,733 40,146 Total lease liabilities $ 57,607 $ 41,991 Weighted-average remaining lease term (years) 10.3 10.8 Weighted-average discount rate 4.0 % 4.5 % Future minimum lease payments under non-cancellable leases as of December 31, 2021 were as follows (in thousands): Years ending December 31, 2022 (1) $ (988) 2023 (1) 5,281 2024 (1) 6,162 2025 6,837 2026 7,035 Thereafter 42,281 Total future minimum lease payments 66,608 Less: imputed interest (13,855) Total (2) $ 52,753 (1) Future minimum lease payments for the years ending December 31, 2022, 2023 and 2024 are presented net of tenant improvement allowances of $6.0 million, $0.8 million, and $0.2 million, respectively. (2) Total future minimum lease payments include the current portion of lease liabilities recorded in Prepaid expenses and other current assets |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Liability to Landlord Insurance We have a wholly owned subsidiary, Terra Mar Insurance Company, Inc., which was established in connection with reinsuring liability to landlord insurance policies offered to our customers by our third-party service provider. Each policy has a limit of $100 thousand per incident. We assume a 100% quota share of the liability to landlord insurance policies placed with our customers by our third-party service provider. We accrue for reported claims, and include an estimate of losses incurred but not reported by our property manager customers, in cost of revenue because we bear the risk related to all such claims. Our liability for reported claims and incurred but not reported claims as of December 31, 2021 and 2020 was $1.7 million and $1.5 million, respectively, and is included in Other current liabilities on our Consolidated Balance Sheets. Included in Prepaid expenses and other current assets as of December 31, 2021 and 2020 are $3.0 million and $2.7 million, respectively, of deposits held with a third party related to requirements to maintain collateral for this risk mitigation service. Legal Proceedings From time to time we may become involved in various legal proceedings, investigative inquiries, and other disputes arising from or related to matters incident to the ordinary course of our business activities. We are not currently a party to any legal proceedings, nor are we aware of any pending or threatened legal proceedings, that would have a material adverse effect on our business, operating results, cash flows or financial condition should such proceedings be resolved unfavorably. Indemnification In the ordinary course of business, we may provide indemnification of varying scope and terms to customers, investors, directors and officers with respect to certain matters, including, but not limited to, losses arising out of our breach of any applicable agreements, services to be provided by us, or intellectual property infringement claims made by third parties. These indemnification provisions may survive termination of the underlying agreement and the maximum potential amount of future payments we could be required to make under these indemnification provisions may not be subject to maximum loss clauses and is indeterminable. We have not incurred any costs as a result of such indemnification obligations and have not recorded any liabilities related to such obligations in the Consolidated Financial Statements. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Amended and Restated Certificate of Incorporation Upon the effectiveness of our Amended and Restated Certificate of Incorporation on June 25, 2015, the number of shares of capital stock that is authorized to be issued was increased to 325,000,000 shares, of which 250,000,000 shares are Class A common stock, 50,000,000 shares are Class B common stock and 25,000,000 are undesignated preferred stock. The Class A common stock, Class B common stock and preferred stock have a par value of $0.0001 per share. Class A Common Stock and Class B Common Stock Except for voting rights, or as otherwise required by applicable law, the shares of our Class A common stock and Class B common stock have the same powers, preferences and rights and rank equally, share ratably and are identical in all respects as to all matters. The rights and preferences are as follows: Dividend Rights . Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of outstanding shares of our Class A common stock and Class B common stock are entitled to receive dividends out of funds legally available at the times and in the amounts that our Board of Directors may determine. Voting Rights . The holders of our Class A common stock are entitled to one vote per share, and holders of our Class B common stock are entitled to 10 votes per share. The holders of our Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, unless otherwise required by Delaware law or our amended and restated certificate of incorporation. Delaware law could require either holders of our Class A common stock or holders of our Class B common stock to vote separately. In addition, our amended and restated certificate of incorporation requires the approval of the holders of at least a majority of the outstanding shares of our Class B common stock, voting as a separate class to approve a change-in-control transaction. Conversion . Upon the closing of our initial public offering ("IPO"), all shares of our convertible preferred stock and common stock held prior to the offering were converted into shares of Class B common stock. Currently, each share of our Class B common stock is convertible at any time at the option of the holder into one share of our Class A common stock. In addition, each share of our Class B common stock will convert into one share of our Class A common stock upon any transfer, whether or not for value, except for certain transfers described in our amended and restated certificate of incorporation, including, without limitation, (i) a transfer by a partnership or limited liability company that was a registered holder of our Class B common stock at the “effective time,” as defined in our amended and restated certificate of incorporation, to a partner or member thereof at the effective time or (ii) a transfer to a “qualified recipient,” as defined in our amended and restated certificate of incorporation. All the outstanding shares of our Class B common stock will convert automatically into shares of our Class A common stock upon the date when the number of outstanding shares of our Class B common stock represents less than 10% of all outstanding shares of our Class A common stock and Class B common stock. Once converted into our Class A common stock, our Class B common stock may not be reissued. Right to Receive Liquidation Distributions . Upon our dissolution, liquidation or winding-up, the assets legally available for distribution to our stockholders are distributable ratably among the holders of our Class A common stock and Class B common stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if any, on any outstanding shares of preferred stock. Preferred Stock Our Board of Directors is authorized, subject to limitations prescribed by Delaware law, to issue up to 25,000,000 shares of our preferred stock in one or more series, to establish from time to time the number of shares to be included in each series, and to fix the designation, powers, preferences and rights of the shares of each series and any of its qualifications, limitations or restrictions, in each case without further action by our stockholders. The number of authorized shares of any series of preferred stock may be increased or decreased, but not below the number of shares of that series then outstanding, by the affirmative vote of the holders of a majority of the voting power of our outstanding capital stock entitled to vote thereon, or such other vote as may be required by the certificate of designation establishing the series. Share Repurchase Program On February 20, 2019, our Board of Directors authorized a $100.0 million share repurchase program (the "Share Repurchase Program") relating to our outstanding shares of Class A common stock. Under the Share Repurchase Program, share repurchases may be made from time to time, as directed by a committee consisting of three directors, in open market purchases or in privately negotiated transactions at a repurchase price that the members of the committee unanimously believe is below intrinsic value conservatively determined. The Share Repurchase Program does not obligate us to repurchase any specific dollar amount or number of shares, there is no expiration date for the Share Repurchase Program, which may be modified, suspended or terminated at any time and for any reason. During the year ended December 31, 2020, we repurchased a total of 48,002 shares of our Class A common stock through open market repurchases, and recorded a $4.2 million reduction to stockholders' equity, which includes broker commissions. We have not made any other repurchases under the Share Repurchase |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2015 Stock Incentive Plan In conjunction with our IPO in 2015, our Board of Directors and stockholders adopted the 2015 Stock Incentive Plan (the "2015 Plan"). Upon adoption of the 2015 Plan, 2,000,000 shares of our Class A common stock were reserved and available for grant and issuance. On January 1 of each subsequent calendar year, the number of shares available for grant and issuance under the 2015 Plan increase by the lesser of (i) the number of shares of our Class A common stock subject to awards granted under the 2015 Plan during the preceding calendar year and (ii) such lesser number of shares of our Class A common stock determined by our Board of Directors. At December 31, 2021, we have reserved an aggregate of 4,026,493 shares of our Class A common stock for grant and issuance under the 2015 Plan. The number of shares of our Class A common stock is also subject to adjustment in the event of a recapitalization, stock split, reclassification, stock dividend or other change in our capitalization. The 2015 Plan authorizes the award of stock options, stock appreciation rights, RSAs, RSUs, performance awards and stock bonuses. The 2015 Plan provides for the grant of awards to our employees, directors, consultants and independent contractors, subject to certain exceptions. RSUs, PSUs, and RSAs have been issued during 2021 pursuant to the 2015 Plan. Stock options may vest based on the passage of time or the achievement of performance conditions at the discretion of our compensation committee. Our compensation committee may provide for stock options to be exercised only as they vest or to be immediately exercisable with any shares issued on exercise being subject to our right of repurchase that lapses as the shares vest. The maximum term of stock options granted under the 2015 Plan is 10 years. RSUs and PSUs represent the right on the part of the holder to receive shares of our Class A common stock at a specified date in the future or the achievement of performance conditions at the discretion of our compensation committee, subject to forfeiture of that right due to termination of employment. If an RSU or PSU has not been forfeited, then, on the specified date, we will deliver to the holder of the RSU or PSU shares of our Class A common stock. 2007 Stock Incentive Plan On February 14, 2007, our Board of Directors adopted the 2007 Stock Incentive Plan (the “2007 Plan”). Following our IPO, our Board of Directors determined not to make any further awards under the 2007 Plan. The 2007 Plan expired on February 14, 2017. The 2007 Plan will continue to govern outstanding awards granted under the 2007 Plan. Stock Options A summary of activity in connection with our stock options for the year ended December 31, 2021 is as follows (number of shares in thousands): Number of Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life in Years Options outstanding as of December 31, 2020 1,168 $ 11.77 5.0 Options granted — — Options exercised (322) 8.13 Options cancelled/forfeited — — Options outstanding as of December 31, 2021 846 $ 13.15 3.0 At December 31, 2021: Options vested and expected to vest 846 $ 13.15 3.0 Options exercisable 846 $ 13.15 3.0 Our stock-based compensation expense for stock options were not material for all periods presented. No stock options were granted during the years ended December 31, 2021, 2020 or 2019. The total intrinsic value of options exercised in 2021, 2020 and 2019 was $39.1 million, $17.9 million, and $11.5 million, respectively. This intrinsic value represents the difference between the fair value of our common stock on the date of exercise and the exercise price of each option. Based on the fair value of our common stock at December 31, 2021, the total intrinsic value of all outstanding options, exercisable options, and options vested and expected to vest was $91.3 million. Restricted Stock Units A summary of activity in connection with our RSUs for the year ended December 31, 2021 is as follows (number of shares in thousands): Number of Shares Weighted Average Grant Date Fair Value per Share Unvested as of December 31, 2020 483 $ 80.20 Granted 589 132.34 Vested (180) 64.34 Forfeited (55) 110.74 Unvested as of December 31, 2021 837 $ 118.27 Unvested RSUs as of December 31, 2021 were comprised of 0.6 million RSUs with only service conditions and 0.2 million PSUs with both service conditions and performance conditions. RSUs granted with only service conditions generally vest over a four-year period. The number of PSUs granted, as included in the above table, assumes achievement of the performance metric at 100% of the performance target. Of the unvested PSUs as of December 31, 2021, 0.1 million are subject to vesting based on the achievement of pre-established performance metrics for the year ending December 31, 2022 and will vest over a three year period, assuming continued employment throughout the performance period. The actual number of shares to be issued at the end of the performance period will range from 0% to 150% of the target number of shares depending on achievement relative to the performance metric over the applicable period. The remaining 0.1 million PSUs unvested as of December 31, 2021 are subject to vesting based on the achievement of pre-established performance metrics for the years ending December 31, 2021, 2022 and 2023, assuming continued employment throughout the performance period. The actual number of shares to be issued at the end of the performance period will range from 0% to 100% of the initial target awards. Achievement of the performance metric between 100% and 150% of the performance target will result in a performance-based cash bonus payment between 0% and 65% of the initial target awards. We recognized stock-based compensation expense for the RSUs and PSUs of $17.3 million, $10.4 million and $8.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. Excluded from stock-based compensation expense is capitalized software development costs of $2.7 million, $2.1 million, and $1.8 million for the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, the total estimated remaining stock-based compensation expense for the aforementioned RSUs and PSUs was $76.5 million, which is expected to be recognized over a weighted average period of 2.7 years. The total fair value of RSUs and PSUs vested during the years ended December 31, 2021, 2020 and 2019 was approximately $26.6 million, $32.0 million and $16.3 million, respectively. Restricted Stock Awards A summary of activity in connection with our RSAs for the year ended December 31, 2021 is as follows (number of shares in thousands): Number of Shares Weighted- Average Grant Date Fair Value per Share Unvested as of December 31, 2020 5 $ 153.41 Granted 4 144.33 Vested (5) 151.10 Forfeited — — Unvested as of December 31, 2021 4 $ 144.33 We have the right to repurchase any unvested RSAs subject to certain conditions. Restricted stock awards vest over a one-year period. We recognized stock-based compensation expense for restricted stock awards of $0.7 million and for each of the years ended December 31, 2021, and 2020 and $0.3 million for the ended December 31, 2019. During 2021, the grant date fair value of the shares vested was $0.7 million. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective tax rate as compared to the U.S. federal statutory rate of 21% differs primarily due to the significance of the benefits associated with stock-based compensation expense, research and development tax credits, and the change in the valuation allowance against deferred taxes. Set forth below is a reconciliation of the components that caused our provision for (benefit from) income taxes to differ from amounts computed by applying the United States federal statutory rate : Year Ended December 31, 2021 2020 2019 U.S. federal statutory income tax rate 21 % 21 % 21 % State and local income taxes, net of federal benefit (214) 3 (53) Stock-based compensation expense (426) (3) (88) Meals and entertainment 3 — 7 Change in valuation allowance 795 — (475) Other permanent differences 67 1 — Research and development tax credits (205) (2) (64) Provision for (benefit from) income taxes 41 % 20 % (652) % The provision for (benefit from) income tax consists of the following (in thousands): Year Ended December 31, 2021 2020 2019 Current Federal $ 20 $ 3,982 $ — State and local 346 5,444 (15) Total current 366 9,426 (15) Deferred Federal (10,966) 27,982 (18,761) State and local 11,306 1,020 (12,683) Total deferred 340 29,002 (31,444) Total income tax provision (benefit) $ 706 $ 38,428 $ (31,459) The components of deferred tax assets (liabilities) were as follows (in thousands): December 31, 2021 2020 Deferred income tax assets: Net operating loss carryforwards $ 10,849 $ 4,112 Research and development tax credits 15,966 9,467 Stock-based compensation 3,965 2,783 Lease liability 13,983 9,992 Other 2,853 2,196 Total deferred tax assets 47,616 28,550 Valuation allowance (17,217) — Deferred tax assets, net of valuation allowance 30,399 28,550 Deferred tax liabilities: Property, equipment and software (14,996) (13,412) Intangible assets (1,558) (2,693) Capitalized commissions (3,296) (2,708) State taxes — (2,350) Lease asset (11,056) (8,064) Other (1,171) (751) Total deferred tax liabilities (32,077) (29,978) Total net deferred tax liabilities $ (1,678) $ (1,428) At December 31, 2021, we had federal and state net operating loss carryforwards of $23.8 million and $69.6 million, respectively. The federal net operating loss carryovers do not expire and the state net operating losses will begin to expire in 2028. At December 31, 2021, we also had federal and state research and development credit carryforwards of $8.5 million and $15.2 million, respectively. The federal credit carryforwards will begin to expire in 2040, while the state credit carryforwards apply indefinitely. The Internal Revenue Code of 1986, as amended (“IRC”), imposes substantial restrictions on the utilization of tax attributes in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use pre-change tax attributes may be limited as prescribed under IRC Section 382. Events which may cause limitations in the amount of the tax attributes that we utilize in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a rolling three-year period. We have undertaken an IRC Section 382 analysis and have determined that there are no limitations on the tax attributes at December 31, 2021. As of December 31, 2021, we have approximately $1.7 million of net deferred tax liabilities. During the fourth quarter of 2021, to assess the need for a valuation allowance against deferred tax assets, we evaluated all available positive and negative evidence. Due to the amount of negative evidence, particularly the expected increase in forecasted expenses, at this time, we consider it more likely than not that we may not have sufficient taxable income in the future that will allow us to realize all of our deferred tax assets. As a result,we determined a valuation allowance was necessary against all of the net deferred income tax assets, which primarily consist of state R&D tax credit carryforwards, effective December 31, 2021. The change in the valuation allowance are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Valuation allowance, at beginning of year $ — $ — $ 23,002 Increase (decrease) in valuation allowance 17,217 — (23,002) Valuation allowance, at end of year $ 17,217 $ — $ — The following is a reconciliation of the total amounts of reserves for unrecognized tax benefits from uncertain tax positions (in thousands): Year Ended December 31, 2021 2020 2019 Unrecognized tax benefit beginning of year $ 6,141 $ 4,421 $ 2,977 Increases-tax positions in current year 1,675 1,720 1,444 Unrecognized tax benefit end of year $ 7,816 $ 6,141 $ 4,421 The unrecognized tax benefits are recorded as a reduction to the deferred tax assets and liabilities. At December 31, 2021 and 2020, we had no accrued interest and penalties related to uncertain income tax positions. We do not anticipate that the amount of unrecognized tax benefits will significantly increase or decrease within the next twelve months. |
Revenue and Other Information
Revenue and Other Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Revenue and Other Information | Revenue and Other Information The following table presents our revenue categories (in thousands): Year Ended December 31, 2021 2020 2019 Core solutions $ 105,148 $ 100,938 $ 88,581 Value Added Services 241,289 195,146 153,994 Other 12,933 13,972 13,437 Total revenue $ 359,370 $ 310,056 $ 256,012 Our revenue is generated primarily from United States customers. All of our property and equipment is located in the United States. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Retirement Plans We have a 401(k) retirement and savings plan made available to all employees. We may, at our discretion, make matching contributions to the 401(k) plan. Cash contributions to the plan were $4.0 million, $3.2 million, and $2.5 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Consolidated Financial Statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
Reclassification | Reclassification We reclassified certain amounts in our Consolidated Statements of Cash Flows within the cash flows from operating activities section in the prior year to conform to the current year's presentation. |
Principles of Consolidation | Principles of Consolidation The accompanying Consolidated Financial Statements include the operations of AppFolio, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Our investment in SecureDocs, Inc. (“SecureDocs”) is accounted for under the equity method of accounting as we have the ability to exert significant influence, but do not control and are not the primary beneficiary of the entity. Our investment in SecureDocs is not material and any income (loss) activity is not material individually or in the aggregate to our Consolidated Financial Statements for any period presented. In December 2021, we sold our interest in SecureDocs. Refer to Note 4, Investments for additional information. |
Use of Estimates | Use of EstimatesThe preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue, expenses, other income, and provision for income taxes during the reporting period. Assets and liabilities which are subject to judgment and use of estimates include the fair value of financial instruments, capitalized software development costs, period of benefit associated with deferred costs, incremental borrowing rate used to measure operating lease liabilities, the recoverability of goodwill and long-lived assets, income taxes, useful lives associated with property and equipment and intangible assets, contingencies, assumptions underlying performance-based compensation (whether cash or stock-based), and valuation and assumptions underlying stock-based compensation and other equity instruments. Actual results could differ from those estimates and any such differences may have a material impact on our Consolidated Financial Statements. |
Segment Information | Segment Information Our chief operating decision maker reviews financial information presented on an aggregated and consolidated basis, together with revenue information for our core solutions, Value Added Services, and other service offerings, principally to make decisions about how to allocate resources and to measure our performance. Accordingly, we have determined that we have one reportable and operating segment. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject us to credit risk consist principally of cash, cash equivalents, restricted cash, accounts receivable, investment securities and notes receivable. We maintain cash balances at financial institutions in excess of amounts insured by United States government agencies or payable by the United States government directly. We |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We use a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, in the marketplace. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash We consider all highly liquid investments, readily convertible to cash, and which have a remaining maturity date of three months or less at the date of purchase, to be cash equivalents. Cash and cash equivalents are recorded at fair value and consist primarily of bank deposits and money market funds. |
Investment Securities | Investment Securities Our investment securities currently consist of corporate bonds, United States government agency securities and treasury securities. We classify investment securities as available-for-sale at the time of purchase and reevaluate such classification at each balance sheet date. All investments are recorded at estimated fair value and investments with original maturities of less than one year at the time of purchase are classified as short-term. Unrealized gains and losses for available-for-sale investment securities are included in accumulated other comprehensive income, a component of stockholders' equity. For available-for-sale debt securities in an unrealized loss position, we first assess whether we intend to sell, or whether it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If either of these criteria is met, the security’s amortized cost basis is written down to fair value through income. For securities in an unrealized loss position that do not meet these criteria, we evaluate whether the decline in fair value has resulted from credit loss or other factors. If this assessment indicates a credit loss exists, the credit-related portion of the loss is recorded as an allowance for losses on the security. No allowance for credit losses for available-for-sale investment securities was recorded as of December 31, 2021 and 2020. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded at the invoiced amount, net of an allowance for credit losses. The allowance for credit losses is based on historical loss experience, the number of days that receivables are past due, and an evaluation of the potential risk of loss associated with delinquent accounts. Accounts receivable considered uncollectible are charged against the allowance for credit losses when identified. We do not have any off-balance sheet credit exposure related to our customers. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of assets as follows: Asset Type Depreciation Period Computer equipment 3 years Furniture and fixtures 7 years Office equipment 3 to 5 years Leasehold improvements Shorter of remaining life of lease or asset life |
Leases | Leases We determine if an arrangement is a lease at inception. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments, over the lease term at commencement date. As none of our leases provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU assets also include any lease payments made to the lessor before or at the lease commencement date and excludes lease incentives received and initial direct costs incurred. Our lease terms may include options to extend the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have lease arrangements with lease and non-lease components, which are generally accounted for as a single lease component. Leases with an initial term of twelve months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. |
Capitalized Software Development Costs | Capitalized Software Development Costs Software development costs consist of certain payroll and stock compensation costs incurred to develop functionality of our internal-use software solutions. We capitalize certain software development costs for new offerings as well as significant upgrades and enhancements to our existing software solutions. Capitalized software development costs are amortized using the straight-line method over an estimated useful life of three years. We do not transfer ownership of our software, license, or lease our software to third parties. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill is tested for impairment at least annually at the reporting unit level or at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. A qualitative assessment is performed to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount. A quantitative assessment is performed if the qualitative assessment results in a more-likely-than-not determination or if a qualitative assessment is not performed. The quantitative assessment considers whether the carrying amount of a reporting unit exceeds its fair value, in which case an impairment charge is recorded to the extent that the reporting unit’s carrying value exceeds its fair value. We test for goodwill impairment annually during the fourth quarter of the calendar year. Based on the assessment performed at November 1, 2021, we determined it was unlikely that our reporting unit fair value was less than its carrying value and no quantitative impairment test assessment was required. No impairment losses were recorded for goodwill during the years ended December 31, 2021, 2020 and 2019. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We assess the recoverability of our long-lived assets when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable or that the useful lives of those assets are no longer appropriate. An impairment charge would be recognized when the carrying amount of a long-lived asset or asset group is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset or asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group. |
Revenue Recognition, Deferred Costs, and Cost of Revenue | Revenue Recognition We generate revenue from our customers primarily for subscriptions to access our core solutions and Value Added Services. Revenue is recognized upon transfer of control of promised services in an amount that reflects the consideration we expect to receive in exchange for those services. We enter into contracts that can include various combinations of services, which are generally capable of being distinct, distinct within the context of the contract, and accounted for as separate performance obligations. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. We do not disclose the value of unsatisfied performance obligations for contracts with an original expected term of one year or less. We recognize revenue in proportion to the amount we have the right to invoice for certain core solutions and Value Added Services revenue, as that amount corresponds directly with our performance completed to date. Refer to Note 14, Revenue and Other Information for the disaggregated breakdown of revenue between Core solutions, Value Added Services and Other revenue. Core Solutions We charge our customers on a subscription basis for our core solutions. Our subscription fees are designed to scale to the size of our customers' businesses. Subscription fees for our core solutions are charged on a per-unit per-month basis for our property management software solution and on a per-user per-month basis for our legal software solution. Our customers do not have rights to the underlying software code of our solutions, and, accordingly, we recognize subscription revenue over time on a straight-line basis over the contract term beginning on the date that our service is made available to the customer. The term of our core solutions subscription agreements typically ranges from one month to one year. We typically invoice our customers for subscription services in monthly or annual installments, in advance of the subscription period. Value Added Services We charge our customers on a subscription or usage basis for our Value Added Services. Subscription-based fees are charged on a per-unit basis. We typically invoice our customers for subscription-based services in monthly installments, in advance of the subscription period. We recognize revenue for subscription-based services over time on a straight-line basis over the contract term beginning on the date that our service is made available to the customer. Usage-based fees are charged either as a percentage of the transaction amount (e.g., for certain of our electronic payment services) or on a flat fee per transaction basis with no minimum usage commitments (e.g., for our tenant screening and risk mitigation services). We recognize revenue for usage-based services in the period the service is rendered. Our electronic payments services fees are recorded gross of the interchange and payment processing related fees. We generally invoice our customers for usage-based services on a monthly basis for services rendered in the preceding month. In addition, some subscription or usage-based Value Added Services, such as fees for electronic payment services, are paid by either our customers or clients of our customers at the time the services are rendered. We work with third-party partners to provide certain of our Value Added Services. For these Value Added Services, we evaluate whether we are the principal, and report revenue on a gross basis, or the agent, and report revenue on a net basis. In this assessment we consider if we obtain control of the specified services before they are transferred to the customer, as well as other indicators such as whether we are the party primarily responsible for fulfillment, and whether we have discretion in establishing price. Other Revenue Other revenue include fees from one-time services related to the implementation of our software solutions and other recurring or one-time fees related to our customers who are not otherwise using our core solutions. This includes legacy customers of businesses we have acquired where the customers haven't migrated to our core solutions. The fees for implementation and data migration services are billed upon signing our core subscription contract and are not recognized until the core solution is accessible and fully functional for our customer's use. Other services are billed when the services rendered are completed and delivered to the customer or billed in advance and deferred over the subscription period. Deferred Revenue We record deferred revenue when cash payments are received in advance of our performance. During the twelve months ended December 31, 2021 and 2020, we recognized revenue of $2.2 million and $4.5 million, respectively, that were included in the deferred revenue balances at December 31, 2020 and 2019, respectively. Deferred Costs Deferred costs, which primarily consist of sales commissions, are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and then amortized on a straight-line basis over a period of benefit that we have determined to be three years. We typically do not pay commissions for contract renewals. We determined the period of benefit by taking into consideration our customer contract term, the useful life of our internal-use software, average customer life, and other factors. Amortization expense for the deferred costs is allocated based on the employee's department and included within sales and marketing expense in the accompanying Consolidated Statements of Operations. Cost of Revenue Many of our Value Added Services are facilitated by third-party service providers. Cost of revenue paid to these third-party service providers includes the cost of electronic interchange and payment processing related services to support our electronic payments services, the cost of credit reporting services for our tenant screening services, and various costs associated with our risk mitigation service providers. These third-party costs vary both in amount and as a percent of revenue for each Value Added Service offering. Cost of revenue also consists of personnel-related costs for our employees focused on customer service and the support of our operations (including salaries, performance-based compensation, benefits, and stock-based compensation), platform infrastructure costs (such as data center operations and hosting-related costs), and allocated shared and other costs. Cost of revenue excludes depreciation of property and equipment, amortization of capitalized software development costs and amortization of intangible assets. |
Sales and Marketing, General and Administrative | Sales and Marketing Sales and marketing expense consists of personnel-related costs (including salaries, sales commissions, performance-based compensation, benefits, and stock-based compensation) for our employees focused on sales and marketing, costs associated with sales and marketing activities, and allocated shared and other costs. Marketing activities include advertising, online lead generation, lead nurturing, customer and industry events, and the creation of industry-related content and collateral. Sales commissions and other incremental costs to acquire customers and grow adoption and utilization of our Value Added Services by our new and existing customers are deferred and then amortized on a straight-line basis over a period of benefit, which we have determined to be three years. We focus our sales and marketing efforts on generating awareness of our software solutions, creating sales leads, establishing and promoting our brands, and cultivating an educated community of successful and vocal customers. General and Administrative General and administrative expense consists of personnel-related costs (including salaries, a majority of total performance-based compensation, benefits, and stock-based compensation) for employees in our executive, finance, information technology, human resources, legal, compliance, corporate development and administrative organizations. In addition, general and administrative expense includes fees for third-party professional services (including audit, legal, compliance, tax, and consulting services), transaction costs related to business combinations and divestitures, regulatory fines and penalties, other corporate expenses, and allocated shared costs. |
Research and Product Development | Research and Product Development Research and product development expense consists of personnel-related costs (including salaries, performance-based compensation, benefits, and stock-based compensation) for our employees focused on research and product development, fees for third-party development resources, and allocated shared and other costs. Our research and product development efforts are focused on enhancing functionality and the ease of use of our existing software solutions by adding new core functionality, Value Added Services and other improvements, as well as developing new products and services for new and existing markets. We capitalize our software development costs which meet the criteria for capitalization. Amortization of capitalized software development costs is included in depreciation and amortization expense. |
Depreciation and Amortization | Depreciation and Amortization Depreciation and amortization expense includes depreciation of property and equipment, amortization of capitalized software development costs, and amortization of intangible assets. We depreciate or amortize property and equipment, software development costs, and intangible assets over their expected useful lives on a straight-line basis, which approximates the pattern in which the economic benefits of the assets are consumed. |
Stock-Based Compensation | Stock-Based Compensation We recognize stock-based compensation expense for restricted stock awards ("RSAs") and restricted stock units ("RSUs") with only service conditions on a straight-line basis over the requisite service period. For RSUs with both service and performance conditions (performance-based RSUs or performance share units ("PSUs")), compensation cost is recorded on a graded-vesting method, if it is probable that the performance condition will be achieved. Adjustments to compensation expense are made each period based on changes in our estimate of the number of PSUs that are probable of vesting. PSUs will vest upon achievement of the relevant performance metric once such calculation is reviewed and approved by our Board of Directors. We estimate a forfeiture rate to calculate our stock-based compensation expense for our stock-based awards. |
Income Taxes | Income Taxes We recognize deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be |
Net Income per Common Share | Net Income per Common Share Basic net income per share includes no dilution and is computed by dividing net income for the period by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed by dividing net income for the period by the weighted average number of shares of common stock and potentially dilutive common stock outstanding during the period. The dilutive effect of outstanding options and equity incentive awards is reflected in diluted net income per share by application of the treasury stock method. The calculation of diluted net income per share excludes all anti-dilutive common shares. |
Recent Accounting Pronouncements Adopted in 2021 and Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Adopted in 2021 In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"). This amendment was issued to simplify the accounting for income taxes by removing certain exceptions for recognizing deferred taxes, performing intraperiod allocation, and calculating income taxes in interim periods. Further, ASU 2019-12 adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax basis goodwill and allocating taxes to members of a consolidated group. This guidance also requires an entity to reflect the effect of an enacted change in tax laws or rates in its effective income tax rate in the first interim period that includes the enactment date of the new legislation, aligning the timing of recognition of the effects from enacted tax law changes on the effective income tax rate with the effects on deferred income tax assets and liabilities. Under existing guidance, an entity recognizes the effects of the enacted tax law change on the effective income tax rate in the period that includes the effective date of the tax law. We adopted ASU 2019-12 on January 1, 2021. The adoption of this guidance did not have a material impact on our financial condition, results of operations, cash flows or disclosures. Recent Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued ASU 2021-08, " Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ," which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, " Revenue from Contracts with Customers ," as if the acquirer had originated the contracts. ASU 2021-08 is effective for fiscal years and interim reporting periods within those fiscal years beginning after December 15, 2022. We will adopt ASU 2021-08 on January 1, 2023 on a prospective basis to business combinations that occur on or after the adoption date. The Company is currently evaluating the effect, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows and disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Property and Equipment | Property and equipment is stated at cost net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of assets as follows: Asset Type Depreciation Period Computer equipment 3 years Furniture and fixtures 7 years Office equipment 3 to 5 years Leasehold improvements Shorter of remaining life of lease or asset life Property and equipment, net consists of the following (in thousands): December 31, 2021 2020 Computer equipment $ 4,884 $ 4,597 Furniture and fixtures 5,167 6,021 Office equipment 3,285 3,324 Leasehold improvements 22,679 22,952 Construction in process 5,227 617 Gross property and equipment 41,242 37,511 Less: Accumulated depreciation (10,763) (11,072) Total property and equipment, net $ 30,479 $ 26,439 |
Schedule of Weighted Average Number of Shares | The following table presents a reconciliation of the weighted average number of shares of our Class A and Class B common stock used to compute net income per common share (in thousands): Year Ended December 31, 2021 2020 2019 Weighted average common shares outstanding 34,583 34,269 34,020 Less: Weighted average unvested restricted shares subject to repurchase 5 5 4 Weighted average common shares outstanding; basic 34,578 34,264 34,016 Weighted average common shares outstanding; basic 34,578 34,264 34,016 Plus: Weighted average options, restricted stock units and restricted shares used to compute diluted net income per common share 1,123 1,449 1,551 Weighted average common shares outstanding; diluted 35,701 35,713 35,567 |
Investments and Fair Value Me_2
Investments and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Available-for-sale Securities | Investment securities classified as available-for-sale consisted of the following at December 31, 2021 and 2020 (in thousands): December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Corporate bonds $ 29,080 $ — $ (11) $ 29,069 Agency securities 19,753 — (27) 19,726 Treasury securities 77,108 2 (229) 76,881 Total available-for-sale investment securities $ 125,941 $ 2 $ (267) $ 125,676 December 31, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Agency securities $ 17,104 $ 29 $ (1) $ 17,132 Treasury securities 17,847 47 — 17,894 Total available-for-sale investment securities $ 34,951 $ 76 $ (1) $ 35,026 |
Available-for-sale Investments, by Remaining Contract Maturity | At December 31, 2021 and 2020, the contractual maturities of our investments did not exceed 36 months. The fair values of available-for-sale investments, by remaining contractual maturity, are as follows (in thousands): December 31, 2021 December 31, 2020 Amortized Cost Estimated Fair Value Amortized Cost Estimated Fair Value Due in one year or less $ 64,627 $ 64,600 $ 28,197 $ 28,256 Due after one year through three years 61,314 61,076 6,754 6,770 Total available-for-sale investment securities $ 125,941 $ 125,676 $ 34,951 $ 35,026 |
Schedule of Sales and Maturities | During the years ended December 31, 2021 and 2020, we had sales and maturities (which include calls) of investment securities, as follows (in thousands): Year Ended December 31, 2021 Gross Realized Gains Gross Realized Losses Gross Proceeds from Sales Gross Proceeds from Maturities Corporate bonds $ — $ — $ — $ 39,075 Agency securities — — — 11,575 Treasury securities 6 — 43,198 56,704 $ 6 $ — $ 43,198 $ 107,354 Year Ended December 31, 2020 Gross Realized Gains Gross Realized Losses Gross Proceeds from Sales Gross Proceeds from Maturities Corporate bonds $ 6 $ — $ 4,006 $ 5,600 Agency securities 25 — 7,878 1,900 Treasury securities 4 (2) 4,827 19,830 $ 35 $ (2) $ 16,711 $ 27,330 |
Fair Value, Assets Measured on Recurring Basis | The following tables present our financial assets and liabilities measured at fair value on a recurring basis at December 31, 2021 and 2020, by level within the fair value hierarchy (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Total Fair Cash equivalents: Money market funds $ 6,105 $ — $ — $ 6,105 Available-for-sale investment securities: Corporate bonds — 29,069 — 29,069 Agency securities — 19,726 — 19,726 Treasury securities 76,881 — — 76,881 Total $ 82,986 $ 48,795 $ — $ 131,781 December 31, 2020 Level 1 Level 2 Level 3 Total Fair Cash equivalents: Money market funds $ 4,749 $ — $ — $ 4,749 Treasury securities 97,433 — — 97,433 Available-for-sale investment securities: Agency securities — 17,132 — 17,132 Treasury securities 17,894 — — 17,894 Total $ 120,076 $ 17,132 $ — $ 137,208 |
Fair Value, Liabilities Measured on Recurring Basis | The following tables present our financial assets and liabilities measured at fair value on a recurring basis at December 31, 2021 and 2020, by level within the fair value hierarchy (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Total Fair Cash equivalents: Money market funds $ 6,105 $ — $ — $ 6,105 Available-for-sale investment securities: Corporate bonds — 29,069 — 29,069 Agency securities — 19,726 — 19,726 Treasury securities 76,881 — — 76,881 Total $ 82,986 $ 48,795 $ — $ 131,781 December 31, 2020 Level 1 Level 2 Level 3 Total Fair Cash equivalents: Money market funds $ 4,749 $ — $ — $ 4,749 Treasury securities 97,433 — — 97,433 Available-for-sale investment securities: Agency securities — 17,132 — 17,132 Treasury securities 17,894 — — 17,894 Total $ 120,076 $ 17,132 $ — $ 137,208 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and equipment is stated at cost net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of assets as follows: Asset Type Depreciation Period Computer equipment 3 years Furniture and fixtures 7 years Office equipment 3 to 5 years Leasehold improvements Shorter of remaining life of lease or asset life Property and equipment, net consists of the following (in thousands): December 31, 2021 2020 Computer equipment $ 4,884 $ 4,597 Furniture and fixtures 5,167 6,021 Office equipment 3,285 3,324 Leasehold improvements 22,679 22,952 Construction in process 5,227 617 Gross property and equipment 41,242 37,511 Less: Accumulated depreciation (10,763) (11,072) Total property and equipment, net $ 30,479 $ 26,439 |
Capitalized Software Developm_2
Capitalized Software Development Costs, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Research and Development [Abstract] | |
Schedule of Capitalized Computer Software | Capitalized software development costs, net were as follows (in thousands): December 31, 2021 2020 Capitalized software development costs, gross $ 115,377 $ 96,974 Less: Accumulated amortization (74,165) (61,515) Capitalized software development costs, net $ 41,212 $ 35,459 |
Scheduled of Future Amortization Expense | Future amortization expense with respect to capitalized software development costs at December 31, 2021 is estimated as follows (in thousands): Years Ending December 31, 2022 $ 21,552 2023 13,740 2024 5,617 2025 303 Total amortization expense $ 41,212 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets, net consisted of the following (in thousands, except years): December 31, 2021 Gross Carrying Accumulated Net Carrying Weighted Customer relationships $ 2,840 $ (2,006) $ 834 5.0 Database 8,330 (2,620) 5,710 10.0 Technology 6,539 (5,107) 1,432 4.0 Trademarks and trade names 1,890 (1,128) 762 5.0 Partner relationships 680 (680) — 3.0 Non-compete agreements 7,400 (4,444) 2,956 5.0 Domain names 90 (75) 15 5.0 Patents 252 (250) 2 5.0 Total intangible assets, net $ 28,021 $ (16,310) $ 11,711 6.3 December 31, 2020 Gross Carrying Accumulated Net Carrying Weighted Customer relationships $ 2,840 $ (1,550) $ 1,290 5.0 Database 8,330 (1,787) 6,543 10.0 Technology 6,539 (3,641) 2,898 4.0 Trademarks and trade names 1,890 (732) 1,158 5.0 Partner relationships 680 (680) — 3.0 Non-compete agreements 7,400 (2,964) 4,436 5.0 Domain names 90 (70) 20 5.0 Patents 252 (240) 12 5.0 Total intangible assets, net $ 28,021 $ (11,664) $ 16,357 6.3 |
Schedule of Finite-Lived Intangible Assets Amortization Expense | Future amortization expense with respect to intangible assets is estimated as follows (in thousands): Years Ending December 31, 2022 $ 4,605 2023 3,060 2024 835 2025 833 2026 833 Thereafter 1,545 Total amortization expense $ 11,711 |
Accrued Employee Expenses (Tabl
Accrued Employee Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Compensation Related Costs [Abstract] | |
Schedule of Accrued Employee Expenses | Accrued employee expenses consisted of the following (in thousands): December 31, 2021 2020 Accrued vacation $ 10,675 $ 8,277 Accrued bonuses 13,101 5,638 Accrued commissions 2,048 1,995 Accrued payroll 3,068 1,921 Accrued payroll taxes and other 1,173 1,057 Total accrued employee expenses—current $ 30,065 $ 18,888 Accrued employee expenses—noncurrent $ 583 $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense recognized in the Consolidated Statements of Operations were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Operating lease cost $ 5,203 $ 5,272 $ 5,102 Variable lease cost 1,463 1,443 1,087 Total lease cost $ 6,666 $ 6,715 $ 6,189 December 31, 2021 2020 Assets Prepaid expenses and other current assets $ 4,854 $ 3,972 Operating lease right-of-use assets 41,710 30,561 Liabilities Other current liabilities $ 1,874 $ 1,845 Operating lease liabilities 55,733 40,146 Total lease liabilities $ 57,607 $ 41,991 Weighted-average remaining lease term (years) 10.3 10.8 Weighted-average discount rate 4.0 % 4.5 % |
Schedule of Mininum Lease Payments Under Leases | Future minimum lease payments under non-cancellable leases as of December 31, 2021 were as follows (in thousands): Years ending December 31, 2022 (1) $ (988) 2023 (1) 5,281 2024 (1) 6,162 2025 6,837 2026 7,035 Thereafter 42,281 Total future minimum lease payments 66,608 Less: imputed interest (13,855) Total (2) $ 52,753 (1) Future minimum lease payments for the years ending December 31, 2022, 2023 and 2024 are presented net of tenant improvement allowances of $6.0 million, $0.8 million, and $0.2 million, respectively. (2) Total future minimum lease payments include the current portion of lease liabilities recorded in Prepaid expenses and other current assets |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | A summary of activity in connection with our stock options for the year ended December 31, 2021 is as follows (number of shares in thousands): Number of Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life in Years Options outstanding as of December 31, 2020 1,168 $ 11.77 5.0 Options granted — — Options exercised (322) 8.13 Options cancelled/forfeited — — Options outstanding as of December 31, 2021 846 $ 13.15 3.0 At December 31, 2021: Options vested and expected to vest 846 $ 13.15 3.0 Options exercisable 846 $ 13.15 3.0 |
Schedule of Restricted Stock Units Activity | A summary of activity in connection with our RSUs for the year ended December 31, 2021 is as follows (number of shares in thousands): Number of Shares Weighted Average Grant Date Fair Value per Share Unvested as of December 31, 2020 483 $ 80.20 Granted 589 132.34 Vested (180) 64.34 Forfeited (55) 110.74 Unvested as of December 31, 2021 837 $ 118.27 |
Schedule of Restricted Stock Activity | A summary of activity in connection with our RSAs for the year ended December 31, 2021 is as follows (number of shares in thousands): Number of Shares Weighted- Average Grant Date Fair Value per Share Unvested as of December 31, 2020 5 $ 153.41 Granted 4 144.33 Vested (5) 151.10 Forfeited — — Unvested as of December 31, 2021 4 $ 144.33 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | Set forth below is a reconciliation of the components that caused our provision for (benefit from) income taxes to differ from amounts computed by applying the United States federal statutory rate : Year Ended December 31, 2021 2020 2019 U.S. federal statutory income tax rate 21 % 21 % 21 % State and local income taxes, net of federal benefit (214) 3 (53) Stock-based compensation expense (426) (3) (88) Meals and entertainment 3 — 7 Change in valuation allowance 795 — (475) Other permanent differences 67 1 — Research and development tax credits (205) (2) (64) Provision for (benefit from) income taxes 41 % 20 % (652) % |
Schedule of Components of Income Tax Expense (Benefit) | The provision for (benefit from) income tax consists of the following (in thousands): Year Ended December 31, 2021 2020 2019 Current Federal $ 20 $ 3,982 $ — State and local 346 5,444 (15) Total current 366 9,426 (15) Deferred Federal (10,966) 27,982 (18,761) State and local 11,306 1,020 (12,683) Total deferred 340 29,002 (31,444) Total income tax provision (benefit) $ 706 $ 38,428 $ (31,459) |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred tax assets (liabilities) were as follows (in thousands): December 31, 2021 2020 Deferred income tax assets: Net operating loss carryforwards $ 10,849 $ 4,112 Research and development tax credits 15,966 9,467 Stock-based compensation 3,965 2,783 Lease liability 13,983 9,992 Other 2,853 2,196 Total deferred tax assets 47,616 28,550 Valuation allowance (17,217) — Deferred tax assets, net of valuation allowance 30,399 28,550 Deferred tax liabilities: Property, equipment and software (14,996) (13,412) Intangible assets (1,558) (2,693) Capitalized commissions (3,296) (2,708) State taxes — (2,350) Lease asset (11,056) (8,064) Other (1,171) (751) Total deferred tax liabilities (32,077) (29,978) Total net deferred tax liabilities $ (1,678) $ (1,428) |
Summary of Valuation Allowance | The change in the valuation allowance are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Valuation allowance, at beginning of year $ — $ — $ 23,002 Increase (decrease) in valuation allowance 17,217 — (23,002) Valuation allowance, at end of year $ 17,217 $ — $ — |
Schedule of Unrecognized Tax Benefits Roll Forward | The following is a reconciliation of the total amounts of reserves for unrecognized tax benefits from uncertain tax positions (in thousands): Year Ended December 31, 2021 2020 2019 Unrecognized tax benefit beginning of year $ 6,141 $ 4,421 $ 2,977 Increases-tax positions in current year 1,675 1,720 1,444 Unrecognized tax benefit end of year $ 7,816 $ 6,141 $ 4,421 |
Revenue and Other Information (
Revenue and Other Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Product Information by Revenue Categories | The following table presents our revenue categories (in thousands): Year Ended December 31, 2021 2020 2019 Core solutions $ 105,148 $ 100,938 $ 88,581 Value Added Services 241,289 195,146 153,994 Other 12,933 13,972 13,437 Total revenue $ 359,370 $ 310,056 $ 256,012 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)segmentshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | |
Finite-Lived Intangible Assets [Line Items] | |||
Number of operating segments | segment | 1 | ||
Number of reportable segments | segment | 1 | ||
Allowance for credit losses for available-for-sale investment securities | $ 0 | $ 0 | |
Impairment losses for goodwill | 0 | 0 | $ 0 |
Impairment charges related to the identified long-lived assets | 0 | 0 | 0 |
Deferred revenue recognized during the period | $ 2,200,000 | 4,500,000 | |
Amortization period of deferred cost | 3 years | ||
Deferred costs | $ 12,400,000 | 10,300,000 | |
Deferred costs, current | 6,400,000 | 5,500,000 | |
Deferred costs, noncurrent | 6,000,000 | 4,800,000 | |
Amortization expense | 6,800,000 | 5,800,000 | 4,200,000 |
Advertising expense | $ 9,400,000 | $ 7,000,000 | $ 5,800,000 |
Performance shares | |||
Finite-Lived Intangible Assets [Line Items] | |||
Shares excluded from net loss per share attributable to common stockholders (in shares) | shares | 181 | 79 | 187 |
Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Subscription agreement term | 1 month | ||
Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Subscription agreement term | 1 year | ||
Capitalized software development costs | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful lives (in years) | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 7 years |
Office equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Office equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Net Income per Share Schedule of Weighted Average Number of Shares (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Weighted average common shares outstanding (in shares) | 34,583 | 34,269 | 34,020 |
Less: weighted average unvested restricted shares subject to repurchase (in shares) | 5 | 5 | 4 |
Weighted average common shares outstanding; basic (in shares) | 34,578 | 34,264 | 34,016 |
Plus: weighted average options, restricted stock units and restricted shares used to compute diluted net income per common share (in shares) | 1,123 | 1,449 | 1,551 |
Weighted average common shares outstanding; diluted (in shares) | 35,701 | 35,713 | 35,567 |
Divestitures - Narrative (Detai
Divestitures - Narrative (Details) - MyCase - Discontinued operations, disposed of by sale - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Consideration for disposal of subsidiary | $ 193 | ||
Proceeds from divestiture of subsidiary | 192.2 | ||
Employee retention bonus pool | 2.2 | ||
Cash divested | 0.8 | ||
Working capital adjustment | $ 0.6 | ||
Retention period | 1 year | ||
Gain on sale of subsidiary | $ 188 | ||
Assets divested | 4.6 | ||
Adjustment in employee retention bonus pool | 0.4 | ||
Capitalized software | 3.9 | ||
Deferred revenue | 2.8 | ||
Goodwill | $ 2.3 | ||
Income received | $ 2.4 | $ 1.1 |
Investments and Fair Value Me_3
Investments and Fair Value Measurements - Investment Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 125,941 | $ 34,951 |
Gross Unrealized Gains | 2 | 76 |
Gross Unrealized Losses | (267) | (1) |
Estimated Fair Value | $ 125,676 | $ 35,026 |
Investment contractual maturities | 36 months | 36 months |
Amortized cost, due in one year or less | $ 64,627 | $ 28,197 |
Estimated fair value, due in one year or less | 64,600 | 28,256 |
Amortized cost, due after one year through three years | 61,314 | 6,754 |
Estimated fair value, due after one year through three years | 61,076 | 6,770 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 29,080 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (11) | |
Estimated Fair Value | 29,069 | |
Agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 19,753 | 17,104 |
Gross Unrealized Gains | 0 | 29 |
Gross Unrealized Losses | (27) | (1) |
Estimated Fair Value | 19,726 | 17,132 |
Treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 77,108 | 17,847 |
Gross Unrealized Gains | 2 | 47 |
Gross Unrealized Losses | (229) | 0 |
Estimated Fair Value | $ 76,881 | $ 17,894 |
Investments and Fair Value Me_4
Investments and Fair Value Measurements - Sales and Maturities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Securities, Available-for-sale [Line Items] | |||
Gross Realized Gains | $ 6 | $ 35 | |
Gross Realized Losses | 0 | (2) | |
Gross Proceeds from Sales | 43,198 | 16,711 | $ 2,750 |
Gross Proceeds from Maturities | 107,354 | 27,330 | $ 15,660 |
Corporate bonds | |||
Debt Securities, Available-for-sale [Line Items] | |||
Gross Realized Gains | 0 | 6 | |
Gross Realized Losses | 0 | 0 | |
Gross Proceeds from Sales | 0 | 4,006 | |
Gross Proceeds from Maturities | 39,075 | 5,600 | |
Agency securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Gross Realized Gains | 0 | 25 | |
Gross Realized Losses | 0 | 0 | |
Gross Proceeds from Sales | 0 | 7,878 | |
Gross Proceeds from Maturities | 11,575 | 1,900 | |
Treasury securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Gross Realized Gains | 6 | 4 | |
Gross Realized Losses | 0 | (2) | |
Gross Proceeds from Sales | 43,198 | 4,827 | |
Gross Proceeds from Maturities | $ 56,704 | $ 19,830 |
Investments and Fair Value Me_5
Investments and Fair Value Measurements - Narrative (Details) - SecureDocs $ in Millions | Dec. 20, 2021USD ($) |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Realized gain from recovery of note receivable | $ 2 |
Other income, net | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Gain recognized on sale of interest | $ 12.8 |
Investments and Fair Value Me_6
Investments and Fair Value Measurements - Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Available-for-sale investment securities: | $ 125,676 | $ 35,026 |
Corporate bonds | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Available-for-sale investment securities: | 29,069 | |
Agency securities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Available-for-sale investment securities: | 19,726 | 17,132 |
Treasury securities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Available-for-sale investment securities: | 76,881 | 17,894 |
Fair value, measurements, recurring | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Total | 131,781 | 137,208 |
Fair value, measurements, recurring | Corporate bonds | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Available-for-sale investment securities: | 29,069 | |
Fair value, measurements, recurring | Agency securities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Available-for-sale investment securities: | 19,726 | 17,132 |
Fair value, measurements, recurring | Treasury securities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Available-for-sale investment securities: | 76,881 | 17,894 |
Fair value, measurements, recurring | Money market funds | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Cash equivalents: | 6,105 | 4,749 |
Fair value, measurements, recurring | Treasury securities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Cash equivalents: | 97,433 | |
Fair value, measurements, recurring | Level 1 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Total | 82,986 | 120,076 |
Fair value, measurements, recurring | Level 1 | Corporate bonds | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Available-for-sale investment securities: | 0 | |
Fair value, measurements, recurring | Level 1 | Agency securities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Available-for-sale investment securities: | 0 | 0 |
Fair value, measurements, recurring | Level 1 | Treasury securities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Available-for-sale investment securities: | 76,881 | 17,894 |
Fair value, measurements, recurring | Level 1 | Money market funds | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Cash equivalents: | 6,105 | 4,749 |
Fair value, measurements, recurring | Level 1 | Treasury securities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Cash equivalents: | 97,433 | |
Fair value, measurements, recurring | Level 2 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Total | 48,795 | 17,132 |
Fair value, measurements, recurring | Level 2 | Corporate bonds | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Available-for-sale investment securities: | 29,069 | |
Fair value, measurements, recurring | Level 2 | Agency securities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Available-for-sale investment securities: | 19,726 | 17,132 |
Fair value, measurements, recurring | Level 2 | Treasury securities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Available-for-sale investment securities: | 0 | 0 |
Fair value, measurements, recurring | Level 2 | Money market funds | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Cash equivalents: | 0 | 0 |
Fair value, measurements, recurring | Level 2 | Treasury securities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Cash equivalents: | 0 | |
Fair value, measurements, recurring | Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Total | 0 | 0 |
Fair value, measurements, recurring | Level 3 | Corporate bonds | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Available-for-sale investment securities: | 0 | |
Fair value, measurements, recurring | Level 3 | Agency securities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Available-for-sale investment securities: | 0 | 0 |
Fair value, measurements, recurring | Level 3 | Treasury securities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Available-for-sale investment securities: | 0 | 0 |
Fair value, measurements, recurring | Level 3 | Money market funds | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Cash equivalents: | $ 0 | 0 |
Fair value, measurements, recurring | Level 3 | Treasury securities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Cash equivalents: | $ 0 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $ 41,242 | $ 37,511 | |
Less: Accumulated depreciation | (10,763) | (11,072) | |
Total property and equipment, net | 30,479 | 26,439 | |
Depreciation expense on property and equipment | 4,700 | 4,000 | $ 3,100 |
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 4,884 | 4,597 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 5,167 | 6,021 | |
Office equipment | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 3,285 | 3,324 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 22,679 | 22,952 | |
Construction in process | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $ 5,227 | $ 617 |
Capitalized Software Developm_3
Capitalized Software Development Costs, net - Software Development Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Research and Development [Abstract] | ||
Capitalized software development costs, gross | $ 115,377 | $ 96,974 |
Less: Accumulated amortization | (74,165) | (61,515) |
Capitalized software development costs, net | $ 41,212 | $ 35,459 |
Capitalized Software Developm_4
Capitalized Software Development Costs, net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Capitalized software development costs during the period | $ 27.2 | $ 27.3 | $ 23.6 |
Amortization expense with respect to software development costs during the period | 21.5 | $ 17.9 | $ 14 |
Fully amortized capitalized software development costs disposed of | $ 8.8 |
Capitalized Software Developm_5
Capitalized Software Development Costs, net - Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2022 | $ 21,552 | |
2023 | 13,740 | |
2024 | 5,617 | |
2025 | 303 | |
Capitalized software development costs, net | $ 41,212 | $ 35,459 |
Intangible Assets, net - Finite
Intangible Assets, net - Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 28,021 | $ 28,021 |
Accumulated Amortization | (16,310) | (11,664) |
Net Carrying Value | $ 11,711 | $ 16,357 |
Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life in Years | 6 years 3 months 18 days | 6 years 3 months 18 days |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 2,840 | $ 2,840 |
Accumulated Amortization | (2,006) | (1,550) |
Net Carrying Value | $ 834 | $ 1,290 |
Customer relationships | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life in Years | 5 years | 5 years |
Database | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 8,330 | $ 8,330 |
Accumulated Amortization | (2,620) | (1,787) |
Net Carrying Value | $ 5,710 | $ 6,543 |
Database | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life in Years | 10 years | 10 years |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 6,539 | $ 6,539 |
Accumulated Amortization | (5,107) | (3,641) |
Net Carrying Value | $ 1,432 | $ 2,898 |
Technology | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life in Years | 4 years | 4 years |
Trademarks and trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 1,890 | $ 1,890 |
Accumulated Amortization | (1,128) | (732) |
Net Carrying Value | $ 762 | $ 1,158 |
Trademarks and trade names | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life in Years | 5 years | 5 years |
Partner relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 680 | $ 680 |
Accumulated Amortization | (680) | (680) |
Net Carrying Value | $ 0 | $ 0 |
Partner relationships | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life in Years | 3 years | 3 years |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 7,400 | $ 7,400 |
Accumulated Amortization | (4,444) | (2,964) |
Net Carrying Value | $ 2,956 | $ 4,436 |
Non-compete agreements | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life in Years | 5 years | 5 years |
Domain names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 90 | $ 90 |
Accumulated Amortization | (75) | (70) |
Net Carrying Value | $ 15 | $ 20 |
Domain names | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life in Years | 5 years | 5 years |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 252 | $ 252 |
Accumulated Amortization | (250) | (240) |
Net Carrying Value | $ 2 | $ 12 |
Patents | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life in Years | 5 years | 5 years |
Intangible Assets, net - Amorti
Intangible Assets, net - Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of Intangible Assets | $ 4,600 | $ 4,900 | $ 5,300 |
2022 | 4,605 | ||
2023 | 3,060 | ||
2024 | 835 | ||
2025 | 833 | ||
2026 | 833 | ||
Thereafter | 1,545 | ||
Net Carrying Value | $ 11,711 | $ 16,357 |
Accrued Employee Expenses (Deta
Accrued Employee Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Compensation Related Costs [Abstract] | ||
Accrued vacation | $ 10,675 | $ 8,277 |
Accrued bonuses | 13,101 | 5,638 |
Accrued commissions | 2,048 | 1,995 |
Accrued payroll | 3,068 | 1,921 |
Accrued payroll taxes and other | 1,173 | 1,057 |
Accrued employee expenses—current | 30,065 | 18,888 |
Accrued employee expenses—noncurrent | $ 583 | $ 0 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Dec. 31, 2021 |
Lessee, Lease, Description [Line Items] | |
Lease renewal term | 10 years |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Lease term | 11 years |
Leases - Schedule of Components
Leases - Schedule of Components of Lease expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating lease cost | $ 5,203 | $ 5,272 | $ 5,102 |
Variable lease cost | 1,463 | 1,443 | 1,087 |
Total lease cost | $ 6,666 | $ 6,715 | $ 6,189 |
Leases - Lease Related Assets a
Leases - Lease Related Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Prepaid expenses and other current assets | $ 4,854 | $ 3,972 |
Operating lease right-of-use assets | 41,710 | 30,561 |
Liabilities [Abstract] | ||
Other current liabilities | 1,874 | 1,845 |
Operating lease liabilities | 55,733 | 40,146 |
Total lease liabilities | $ 57,607 | $ 41,991 |
Weighted-average remaining lease term (years) | 10 years 3 months 18 days | 10 years 9 months 18 days |
Weighted-average discount rate | 4.00% | 4.50% |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities | Other current liabilities |
Leases - Schedule of Minimum Le
Leases - Schedule of Minimum Lease payments Under Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ (988) | |
2023 | 5,281 | |
2024 | 6,162 | |
2025 | 6,837 | |
2026 | 7,035 | |
Thereafter | 42,281 | |
Total future minimum lease payments | 66,608 | |
Less: imputed interest | (13,855) | |
Total commitment under lease | 52,753 | |
Tenant improvement allowance, 2022 | 6,000 | |
Tenant improvement allowance, 2023 | 800 | |
Tenant improvement allowance, 2024 | 200 | |
Prepaid expenses and other current assets | 4,854 | $ 3,972 |
Operating lease, liability | $ 57,607 | $ 41,991 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Loss Contingencies [Line Items] | ||
Per incident policy limit | $ 100 | |
Quota share of tenant liability insurance provided, percent | 100.00% | |
Other current liabilities | ||
Loss Contingencies [Line Items] | ||
Liability for reported claims and claims incurred but not reported | $ 1,700 | $ 1,500 |
Other current assets | ||
Loss Contingencies [Line Items] | ||
Deposits held with a third party related to insurance services collateral | $ 3,000 | $ 2,700 |
Stockholders' Equity - Amended
Stockholders' Equity - Amended and Restated Certificate of Incorporation (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 25, 2015 |
Class of Stock [Line Items] | |||
Capital stock, shares authorized (in shares) | 325,000,000 | ||
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 | 25,000,000 |
Class A common stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Class B common stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common Stock | Class A common stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 250,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | ||
Common Stock | Class B common stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 50,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | ||
Preferred stock | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | 25,000,000 |
Stockholders' Equity - Class A
Stockholders' Equity - Class A Common Stock and Class B Common Stock, Reverse Stock Split (Details) | 12 Months Ended |
Dec. 31, 2021votePerShare | |
Common Class B To Common Class A | |
Class of Stock [Line Items] | |
Number of shares to be issued per share upon conversion (in shares) | 1 |
Number of shares to be issued per share upon automatic conversion (in shares) | 1 |
Automatic conversion threshold as a percent of Class B common stock | 10.00% |
Class A common stock | |
Class of Stock [Line Items] | |
Common stock, number of votes | 1 |
Class B common stock | |
Class of Stock [Line Items] | |
Common stock, number of votes | 10 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 25, 2015 |
Equity [Abstract] | |||
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 | 25,000,000 |
Stockholders' Equity - Share Re
Stockholders' Equity - Share Repurchase Program (Details) | 12 Months Ended | |
Dec. 31, 2020USD ($)shares | Feb. 20, 2019USD ($)director | |
Equity [Abstract] | ||
Authorized amount under share repurchase program | $ 100,000,000 | |
Number of directors to authorized repurchases | director | 3 | |
Repurchased shares (in shares) | shares | 48,002 | |
Reduction in stockholders' equity | $ 4,200,000 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Plans (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted (in shares) | 0 | 0 | 0 | |
Intrinsic value of options exercised | $ 39.1 | $ 17.9 | $ 11.5 | |
Intrinsic value of options outstanding | $ 91.3 | |||
2015 Stock incentive plan | Employee stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Maximum term of stock options granted | 10 years | |||
Class A common stock | 2015 Stock incentive plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Aggregate number of shares reserved for stock incentive plan (in shares) | 4,026,493 | 2,000,000 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Shares | |||
Options outstanding, beginning balance (in shares) | 1,168,000 | ||
Options granted (in shares) | 0 | 0 | 0 |
Options exercised (in shares) | (322,000) | ||
Options canceled/forfeited (in shares) | 0 | ||
Options outstanding, ending balance (in shares) | 846,000 | 1,168,000 | |
Options vested of expected to vest (in shares) | 846,000 | ||
Options exercisable (in shares) | 846,000 | ||
Weighted Average Exercise Price per Share | |||
Options outstanding, beginning balance (in dollars per share) | $ 11.77 | ||
Options granted (in dollars per share) | 0 | ||
Options exercised (in dollars per share) | 8.13 | ||
Options canceled/forfeited (in dollars per share) | 0 | ||
Options outstanding, ending balance (in dollars per share) | 13.15 | $ 11.77 | |
Options vested and expected to vest, weighted average exercise price (in dollars per share) | 13.15 | ||
Options exercisable, weighted average exercise price (in dollars per share) | $ 13.15 | ||
Options outstanding, weighted average remaining contractual life (in years) | 3 years | 5 years | |
Options vested or expected to vest, weighted average remaining contractual life (in years) | 3 years | ||
Options exercisable, weighted average remaining contractual life (in years) | 3 years |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units (Details) - RSUs and PSUs shares in Thousands | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number of Shares | |
Unvested, beginning balance (in shares) | shares | 483 |
Granted (in shares) | shares | 589 |
Vested (in shares) | shares | (180) |
Forfeited (in shares) | shares | (55) |
Unvested, ending balance (in shares) | shares | 837 |
Weighted Average Grant Date Fair Value per Share | |
Unvested, beginning balance (in dollars per share) | $ / shares | $ 80.20 |
Granted (in dollars per share) | $ / shares | 132.34 |
Vested (in dollars per share) | $ / shares | 64.34 |
Forfeited (in dollars per share) | $ / shares | 110.74 |
Unvested, ending balance (in dollars per share) | $ / shares | $ 118.27 |
Stock-Based Compensation - Re_2
Stock-Based Compensation - Restricted Stock Units Narrative (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation capitalized for software development | $ 877 | $ 804 | $ 1,844 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percent of award target performance metric | 0.00% | ||
RSUs and PSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 589 | ||
Stock-based compensation expense | $ 17,300 | 10,400 | 8,300 |
Stock-based compensation capitalized for software development | 2,700 | 2,100 | 1,800 |
Remaining stock-based compensation expense for unvested shares, not yet recognized | $ 76,500 | ||
Stock-based compensation expense, weighted average recognition period (in years) | 2 years 8 months 12 days | ||
Fair value of shares vested | $ 26,600 | 32,000 | 16,300 |
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
PSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percent of award target performance metric | 100.00% | ||
PSUs | Tranche one | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 100 | ||
PSUs | Tranche two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 100 | ||
PSUs | Minimum | Tranche one | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percent of award target performance metric | 0.00% | ||
PSUs | Minimum | Tranche two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percent of award target performance metric | 100.00% | ||
PSUs | Minimum | Tranche three | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percent of cash bonus payment on initial targets | 0.00% | ||
PSUs | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percent of award target performance metric | 100.00% | ||
PSUs | Maximum | Tranche one | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percent of award target performance metric | 150.00% | ||
PSUs | Maximum | Tranche two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percent of award target performance metric | 150.00% | ||
PSUs | Maximum | Tranche three | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percent of cash bonus payment on initial targets | 65.00% | ||
Unvested RSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 4 | ||
Vesting period | 1 year | ||
Stock-based compensation expense | $ 700 | $ 700 | $ 300 |
Remaining stock-based compensation expense for unvested shares, not yet recognized | $ 300 | ||
Stock-based compensation expense, weighted average recognition period (in years) | 6 months | ||
Fair value of shares vested | $ 700 | ||
Restricted Stock Units With Service Conditions | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 600 | ||
Restricted Stock Units with Service and Performance Conditions | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 200 |
Stock-Based Compensation - Re_3
Stock-Based Compensation - Restricted Stock Awards (Details) - RSAs shares in Thousands | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number of Shares | |
Unvested, beginning balance (in shares) | shares | 5 |
Granted (in shares) | shares | 4 |
Vested (in shares) | shares | (5) |
Forfeited (in shares) | shares | 0 |
Unvested, ending balance (in shares) | shares | 4 |
Weighted Average Grant Date Fair Value per Share | |
Unvested, beginning balance (in dollars per share) | $ / shares | $ 153.41 |
Granted (in dollars per share) | $ / shares | 144.33 |
Vested (in dollars per share) | $ / shares | 151.10 |
Forfeited (in dollars per share) | $ / shares | 0 |
Unvested, ending balance (in dollars per share) | $ / shares | $ 144.33 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
U.S. federal statutory income tax rate | 21.00% | 21.00% | 21.00% |
Net deferred tax liabilities | $ 1,678,000 | $ 1,428,000 | |
Income tax examination, penalties and interest accrued | 0 | $ 0 | |
Federal | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net operating loss carryforwards | 23,800,000 | ||
Federal | Research tax credit carryforward | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Credit carryforwards | 8,500,000 | ||
State | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net operating loss carryforwards | 69,600,000 | ||
State | Research tax credit carryforward | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Credit carryforwards | $ 15,200,000 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal statutory income tax rate | 21.00% | 21.00% | 21.00% |
State and local income taxes, net of federal benefit | (214.00%) | 3.00% | (53.00%) |
Stock-based compensation expense | (426.00%) | (3.00%) | (88.00%) |
Meals and entertainment | 3.00% | 0.00% | 7.00% |
Change in valuation allowance | 795.00% | 0.00% | (475.00%) |
Other permanent differences | 67.00% | 1.00% | 0.00% |
Research and development tax credits | (205.00%) | (2.00%) | (64.00%) |
Provision for (benefit from) income taxes | 41.00% | 20.00% | (652.00%) |
Income Taxes - Components of In
Income Taxes - Components of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current | |||
Federal | $ 20 | $ 3,982 | $ 0 |
State and local | 346 | 5,444 | (15) |
Total current | 366 | 9,426 | (15) |
Deferred | |||
Federal | (10,966) | 27,982 | (18,761) |
State and local | 11,306 | 1,020 | (12,683) |
Total deferred | 340 | 29,002 | (31,444) |
Total income tax provision (benefit) | $ 706 | $ 38,428 | $ (31,459) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred income tax assets: | ||||
Net operating loss carryforwards | $ 10,849 | $ 4,112 | ||
Research and development tax credits | 15,966 | 9,467 | ||
Stock-based compensation | 3,965 | 2,783 | ||
Lease liability | 13,983 | 9,992 | ||
Other | 2,853 | 2,196 | ||
Total deferred tax assets | 47,616 | 28,550 | ||
Valuation allowance | (17,217) | 0 | $ 0 | $ (23,002) |
Deferred tax assets, net of valuation allowance | 30,399 | 28,550 | ||
Deferred tax liabilities: | ||||
Property, equipment and software | (14,996) | (13,412) | ||
Intangible assets | (1,558) | (2,693) | ||
Capitalized commissions | (3,296) | (2,708) | ||
State taxes | 0 | (2,350) | ||
Lease asset | (11,056) | (8,064) | ||
Other | (1,171) | (751) | ||
Total deferred tax liabilities | (32,077) | (29,978) | ||
Total net deferred tax liabilities | $ (1,678) | $ (1,428) |
Income Taxes - Changes in Valua
Income Taxes - Changes in Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Changes In Valuation Allowance [Roll Forward] | |||
Valuation allowance, at beginning of year | $ 0 | $ 0 | $ 23,002 |
Increase (decrease) in valuation allowance | 17,217 | 0 | (23,002) |
Valuation allowance, at end of year | $ 17,217 | $ 0 | $ 0 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefit beginning of year | $ 6,141 | $ 4,421 | $ 2,977 |
Increases-tax positions in current year | 1,675 | 1,720 | 1,444 |
Unrecognized tax benefit end of year | $ 7,816 | $ 6,141 | $ 4,421 |
Revenue and Other Information_2
Revenue and Other Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Product Information [Line Items] | |||
Revenue | $ 359,370 | $ 310,056 | $ 256,012 |
Core solutions | |||
Product Information [Line Items] | |||
Revenue | 105,148 | 100,938 | 88,581 |
Value Added Services | |||
Product Information [Line Items] | |||
Revenue | 241,289 | 195,146 | 153,994 |
Other | |||
Product Information [Line Items] | |||
Revenue | $ 12,933 | $ 13,972 | $ 13,437 |
Retirement Plans (Details)
Retirement Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
401k cash contributions | $ 4 | $ 3.2 | $ 2.5 |