Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
 
FORM 10-Q
 
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2015
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number: 001-34846 
 
RealPage, Inc.
(Exact name of registrant as specified in its charter)
 
 
Delaware
 
75-2788861
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
4000 International Parkway
Carrollton, Texas
 
75007-1951
(Address of principal executive offices)
 
(Zip Code)
(972) 820-3000
(Registrant’s telephone number, including area code) 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
ý
 
  
Accelerated filer
 
¨
Non-accelerated filer
¨
  (Do not check if a smaller reporting company)
  
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
  
April 24, 2015
Common Stock, $0.001 par value
  
79,566,097



Table of Contents

INDEX
 
 
 
 



Table of Contents

PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
REALPAGE, INC.
Consolidated Balance Sheets
(in thousands, except share data)
 
March 31, 2015
 
December 31, 2014
 
(Unaudited)
 
 
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
27,787

 
$
26,936

Restricted cash
104,207

 
85,543

Accounts receivable, less allowance for doubtful accounts of $2,759 and $2,363 at March 31, 2015 and December 31, 2014, respectively
60,805

 
64,845

Prepaid expenses
8,737

 
7,647

Deferred tax asset, net
11,089

 
10,996

Other current assets
1,928

 
1,848

Total current assets
214,553

 
197,815

Property, equipment and software, net
73,142

 
72,616

Goodwill
193,385

 
193,378

Identified intangible assets, net
94,757

 
100,085

Deferred tax asset, net
3,952

 
2,537

Other assets
4,889

 
5,059

Total assets
$
584,678

 
$
571,490

Liabilities and stockholders’ equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
15,647

 
$
14,830

Accrued expenses and other current liabilities
25,250

 
22,905

Current portion of deferred revenue
72,161

 
73,485

Customer deposits held in restricted accounts
104,145

 
85,489

Total current liabilities
217,203

 
196,709

Deferred revenue
7,000

 
6,903

Deferred tax liability, net
4,596

 
5,196

Revolving credit facility
15,000

 
20,000

Other long-term liabilities
12,135

 
13,902

Total liabilities
255,934

 
242,710

Commitments and contingencies (Note 8)


 


Stockholders’ equity:
 
 
 
Preferred stock, $0.001 par value: 10,000,000 shares authorized and zero shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively

 

Common stock, $0.001 par value: 125,000,000 shares authorized, 84,478,005 and 83,211,650 shares issued and 79,671,681 and 79,037,351 shares outstanding at March 31, 2015 and December 31, 2014, respectively
84

 
83

Additional paid-in capital
449,165

 
437,664

Treasury stock, at cost: 4,806,324 and 4,174,299 shares at March 31, 2015 and December 31, 2014, respectively
(43,164
)
 
(33,398
)
Accumulated deficit
(76,968
)
 
(75,360
)
Accumulated other comprehensive loss
(373
)
 
(209
)
Total stockholders’ equity
328,744

 
328,780

Total liabilities and stockholders’ equity
$
584,678

 
$
571,490


See accompanying notes.

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REALPAGE, INC.
Consolidated Statements of Operations
(in thousands, except per share data)
(Unaudited)
 
 
 
 
Three Months Ended March 31,
 
 
 
 
 
2015
 
2014
Revenue:
 
 
 
 
 
 
 
On demand
 
 
 
 
$
106,460


$
97,008

On premise
 
 
 
 
741


865

Professional and other
 
 
 
 
3,269


2,690

Total revenue
 
 
 
 
110,470

 
100,563

Cost of revenue
 
 
 
 
47,724

 
39,927

Gross profit
 
 
 
 
62,746

 
60,636

Operating expense:
 
 
 
 
 
 
 
Product development
 
 
 
 
17,977

 
14,841

Sales and marketing
 
 
 
 
28,951

 
25,991

General and administrative
 
 
 
 
18,863

 
20,929

Total operating expense
 
 
 
 
65,791

 
61,761

Operating loss
 
 
 
 
(3,045
)
 
(1,125
)
Interest expense and other, net
 
 
 
 
(267
)
 
(222
)
Loss before income taxes
 
 
 
 
(3,312
)
 
(1,347
)
Income tax benefit
 
 
 
 
(1,704
)
 
(511
)
Net loss
 
 
 

$
(1,608
)

$
(836
)
Net loss per share
 
 
 
 
 
 
 
Basic
 
 
 
 
$
(0.02
)
 
$
(0.01
)
Diluted
 
 
 
 
$
(0.02
)
 
$
(0.01
)
Weighted average shares used in computing net loss per share
 
 
 
 
 
 
 
Basic
 
 
 
 
76,956

 
76,722

Diluted
 
 
 
 
76,956

 
76,722

See accompanying notes.

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REALPAGE, INC.
Consolidated Statements of Comprehensive Loss
(in thousands)
(Unaudited)
 
 
 
 
Three Months Ended March 31,
 
 
 
 
 
2015
 
2014
 
 
 
 
 
 
 
 
Net loss
 
 
 
 
$
(1,608
)
 
$
(836
)
Other comprehensive loss—foreign currency translation adjustment
 
 
 
 
(164
)
 
(14
)
Comprehensive loss
 
 
 
 
$
(1,772
)
 
$
(850
)
See accompanying notes.

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REALPAGE, INC.
Consolidated Statements of Stockholders’ Equity
(in thousands)
(Unaudited)
 
 
Common Stock
 
Additional
Paid-in Capital
 
Accumulated
Other
Comprehensive Loss
 
Accumulated Deficit
 
Treasury Shares
 
Total
Stockholders’ Equity
 
Shares
 
Amount
 
 
 
 
Shares
 
Amount
 
Balance as of January 1, 2015
83,212

 
$
83

 
$
437,664

 
$
(209
)
 
$
(75,360
)
 
(4,174
)
 
$
(33,398
)
 
$
328,780

Exercise of stock options
54

 

 
754

 

 

 

 

 
754

Issuance of restricted stock
1,212

 
1

 

 

 

 
(231
)
 
(1,819
)
 
(1,818
)
Treasury stock purchase, at cost

 

 

 

 

 
(401
)
 
(7,947
)
 
(7,947
)
Stock-based compensation

 

 
10,747

 

 

 

 

 
10,747

Foreign currency translation

 

 

 
(164
)
 

 

 

 
(164
)
Net loss

 

 

 

 
(1,608
)
 

 

 
(1,608
)
Balance as of March 31, 2015
84,478

 
$
84

 
$
449,165

 
$
(373
)
 
$
(76,968
)
 
(4,806
)
 
$
(43,164
)
 
$
328,744

See accompanying notes.

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REALPAGE, INC.
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
 
Three Months Ended March 31,
 
2015
 
2014
Cash flows from operating activities:
 
 
 
Net loss
$
(1,608
)
 
$
(836
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
Depreciation and amortization
10,611

 
9,504

Deferred tax benefit
(2,108
)
 
(991
)
Stock-based compensation
10,747

 
9,225

Loss on disposal and impairment of assets
1,119

 
20

Acquisition-related contingent consideration
377

 
167

Changes in assets and liabilities, net of assets acquired and liabilities assumed in business combinations:
 
 
 
Accounts receivable
4,040

 
4,115

Customer deposits
(8
)
 
(1
)
Prepaid expenses and other current assets
(1,176
)
 
(1,209
)
Other assets
79

 
(491
)
Accounts payable
170

 
4,003

Accrued compensation, taxes and benefits
1,372

 
(1,874
)
Deferred revenue
(1,227
)
 
(1,999
)
Other current and long-term liabilities
110

 
3,993

Net cash provided by operating activities
22,498

 
23,626

Cash flows from investing activities:
 
 
 
Purchases of property, equipment and software
(6,182
)
 
(7,262
)
Acquisition of businesses, net of cash acquired

 
(7,179
)
Net cash used in investing activities
(6,182
)
 
(14,441
)
Cash flows from financing activities:
 
 
 
Payments on revolving credit facility
(5,000
)
 

Deferred financing costs
(8
)
 

Payments on capital lease obligations
(143
)
 
(139
)
Payments of deferred acquisition-related consideration
(1,139
)
 
(720
)
Issuance of common stock
755

 
1,275

Purchase of treasury stock
(9,766
)
 
(1,993
)
Net cash used in financing activities
(15,301
)
 
(1,577
)
Net increase in cash and cash equivalents
1,015

 
7,608

Effect of exchange rate on cash
(164
)
 
(14
)
Cash and cash equivalents:
 
 
 
Beginning of period
26,936

 
34,502

End of period
$
27,787

 
$
42,096


See accompanying notes.

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REALPAGE, INC.
Consolidated Statements of Cash Flows, continued
(in thousands)
(Unaudited)
 
Three Months Ended March 31,
 
2015
 
2014
Supplemental cash flow information:
 
 
 
Cash paid for interest
$
180

 
$
158

Cash paid for income taxes, net of refunds
$
76

 
$
267

Non-cash investing activities:
 
 
 
Accrued fixed assets
$
647

 
$
287


See accompanying notes.

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Notes to the Consolidated Financial Statements
(Unaudited)
1. The Company
RealPage, Inc., a Delaware corporation, and its subsidiaries, (the “Company” or “we” or “us”) is a provider of property management solutions that enable owners and managers of single family and a wide variety of multifamily rental property types to manage their marketing, pricing, screening, leasing, accounting, purchasing and other property operations. Our on demand software solutions are delivered through an integrated software platform that provides a single point of access and a shared repository of prospect, renter and property data. By integrating and streamlining a wide range of complex processes and interactions among the rental housing ecosystem of owners, managers, prospects, renters and service providers, our platform optimizes the property management process and improves the experience for all of these constituents. Our solutions enable property owners and managers to optimize revenues and reduce operating costs through higher occupancy, improved pricing methodologies, new sources of revenue from ancillary services, improved collections and more integrated and centralized processes.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited consolidated financial statements and footnotes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to those rules and regulations. We believe that the disclosures made are appropriate, conform to those rules and regulations and that the condensed or omitted information is not misleading.
The unaudited consolidated financial statements included herein reflect all adjustments (consisting of normal, recurring adjustments) which are, in the opinion of management, necessary to state fairly the results for the interim periods presented. All intercompany balances and transactions have been eliminated in consolidation. The results of operations for the interim period presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year.
These financial statements should be read in conjunction with the financial statements and the notes thereto included in our Annual Report on Form 10-K filed with the SEC on March 2, 2015 (“Form 10-K”).
Segment and Geographic Information
Our chief operating decision maker is our Chief Executive Officer, who reviews financial information presented on a company-wide basis. As a result, we determined that the Company has a single reporting segment and operating unit structure.
Principally, all of our revenue for the three months ended March 31, 2015 and 2014 was earned in the United States.
Net long-lived tangible assets held were $67.6 million and $66.5 million in the United States, and $5.5 million and $6.1 million in our international subsidiaries at March 31, 2015 and December 31, 2014, respectively.
Accounting Policies and Use of Estimates
The preparation of financial statements in conformity with GAAP requires our management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates include the allowance for doubtful accounts; the useful lives of intangible assets and the recoverability or impairment of tangible and intangible asset values; fair value measurements; purchase accounting allocations and contingent consideration; revenue and deferred revenue and related reserves; stock-based compensation and our effective income tax rate and the recoverability of deferred tax assets, which are based upon our expectations of future taxable income and allowable deductions. Actual results could differ from these estimates. For greater detail regarding these accounting policies and estimates, refer to our Form 10-K.
Revenue Recognition
We derive our revenue from three primary sources: our on demand software solutions, our on premise software solutions and professional and other services. We commence revenue recognition when all of the following conditions are met:
there is persuasive evidence of an arrangement;
the solution and/or service has been provided to the customer;
the collection of the fees is probable; and
the amount of fees to be paid by the customer is fixed or determinable.

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If the fees are not fixed or determinable, we recognize revenues when these criteria are met, which could be as payments become due from customers, or when amounts owed are collected. Accordingly, this may materially affect the timing of our revenue recognition and results of operations.
For multi-element arrangements that include multiple software solutions and/or services, we allocate arrangement consideration to all deliverables that have stand-alone value based on their relative selling prices. In such circumstances, we utilize the following hierarchy to determine the selling price to be used for allocating revenue to deliverables as follows:
Vendor specific objective evidence ("VSOE"), if available. The price at which we sell the element in a separate stand-alone transaction;
Third-party evidence of selling price ("TPE"), if VSOE of the selling price is not available. Evidence from us or other companies of the value of a largely interchangeable element in a transaction; and
Estimated selling price ("ESP"), if neither VSOE nor TPE of the selling price is available. Our best estimate of the stand-alone selling price of an element in a transaction.
Our process for determining ESP for deliverables without VSOE or TPE considers multiple factors that may vary depending upon the unique facts and circumstances related to each deliverable. Key factors primarily considered in developing ESP include prices charged by us for similar offerings when sold separately, pricing policies and approvals from standard pricing and other business objectives.
From time to time, we sell on demand software solutions with professional services. In such cases, as each element has stand-alone value, we allocate arrangement consideration based on our ESP of the on demand software solution and VSOE of the selling price of the professional services.
Taxes collected from customers and remitted to governmental authorities are presented on a net basis.
On Demand Revenue
Our on demand revenue consists of license and subscription fees, transaction fees related to certain of our software-enabled value-added services and commissions derived from us selling certain risk mitigation services.
License and subscription fees are composed of a charge billed at the initial order date and monthly or annual subscription fees for accessing our on demand software solutions. The license fee billed at the initial order date is recognized as revenue on a straight-line basis over the longer of the contractual term or the period in which the customer is expected to benefit, which we consider to be three years. Recognition starts once the product has been activated. Revenue from monthly and annual subscription fees is recognized on a straight-line basis over the access period.
We recognize revenue from transaction fees derived from certain of our software-enabled value-added services as the related services are performed.
As part of our risk mitigation services to the rental housing industry, we act as an insurance agent and derive commission revenue from the sale of insurance products to individuals. The commissions are based upon a percentage of the premium that the insurance company charges to the policyholder and are subject to forfeiture in instances where a policyholder cancels prior to the end of the policy. If the policy is cancelled, our commissions are forfeited as a percent of the unearned premium. As a result, we recognize the commissions related to these services ratably over the policy term as the associated premiums are earned. Our contract with our underwriting partner provides for contingent commissions to be paid to us in accordance with the agreement. This agreement provides for a calculation that considers, on the policies sold by us, earned premiums less i) earned agent commissions; ii) a percent of premium retained by our underwriting partner; iii) incurred losses; and iv) profit retained by our underwriting partner during the time period. Our estimate of contingent commission revenue considers historical loss experience on the policies sold by us.
On Premise Revenue
Revenue from our on premise software solutions consist of an annual term license, which includes maintenance and support. Customers can renew their annual term license for additional one-year terms at renewal price levels. We recognize the annual term license on a straight-line basis over the contract term.
In addition, we have arrangements that include perpetual licenses with maintenance and other services to be provided over a fixed term. We allocate and defer revenue equivalent to the VSOE of fair value for the undelivered elements and recognize the difference between the total arrangement fee and the amount deferred for the undelivered elements as revenue. We have determined that we do not have VSOE of fair value for our customer support and professional services in these specific arrangements. As a result, the elements within our multiple-element sales agreements do not qualify for treatment as separate units of accounting. Accordingly, we account for fees received under multiple-element arrangements with customer support or other professional services as a single unit of accounting and recognize the entire arrangement ratably over the longer of the customer support period or the period during which professional services are rendered.

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Professional and Other Revenue
Professional and other revenue is recognized as the services are rendered for time and material contracts. Training revenues are recognized after the services are performed.
Fair Value Measurements
We measure certain financial assets and liabilities at fair value pursuant to a fair value hierarchy based on inputs to valuation techniques that are used to measure fair value which are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. See additional discussion of our fair value measurements at Note 11.
Concentrations of Credit Risk
Our cash accounts are maintained at various financial institutions and may, from time to time, exceed federally insured limits. The Company has not experienced any losses in such accounts.
Concentrations of credit risk with respect to accounts receivable result from substantially all of our customers being in the multifamily rental housing market. Our customers, however, are dispersed across different geographic areas. We do not require collateral from customers. We maintain an allowance for losses based upon the expected collectability of accounts receivable. Accounts receivable are written off upon determination of non-collectability following established Company policies based on the aging from the accounts receivable invoice date.
No single customer accounted for 10% or more of our revenue or accounts receivable for the three months ended March 31, 2015 or 2014.
Recently Issued Accounting Standards
In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis and ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.
ASU 2015-02 provides guidance on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities such as limited partnerships, limited liability corporations and securitization structures. ASU 2015-02 is effective for periods beginning after December 15, 2015, early adoption is permitted. The Company does not expect that the adoption of this guidance will have a material effect on its financial statements.
ASU 2015-03 is intended to simplify the presentation of debt issuance costs. The amendment requires that debt issuance costs related to a recognized liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendment is effective for interim and annual reporting periods beginning after December 15, 2015. The Company is currently assessing the potential impact of this guidance on its financial statements.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. This new standard will replace all current GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The effective date for this guidance is January 1, 2017. The guidance can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. In April 2015, the FASB voted to propose a one year deferral of the effective date. The proposed deferral may permit early adoption, but would not allow adoption earlier than the original effective date of the standard. We have not yet selected a transition method or period nor have we determined the effect of the standard on our ongoing financial reporting.
3. Acquisitions
2014 Acquisitions
InstaManager
In January 2014, we acquired certain assets from Bookt LLC, including the InstaManager product (“InstaManager”). InstaManager is a software-as-a-service vacation rental booking engine used by professional managers of vacation rental properties which offers marketing websites, online pricing and availability, online booking, automated reservations, payment processing and insurance sales. The acquisition of InstaManager expanded our product offerings to include property management software for the vacation rental market.
We acquired InstaManager for a purchase price of $9.2 million, consisting of a cash payment of $6.0 million at closing, a deferred cash payment of up to $1.0 million payable over two years after the acquisition date and contingent cash payments

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totaling up to $7.0 million if certain revenue targets are met for the twelve month periods ending March 31, 2015 and March 31, 2016. The initial fair value of the deferred cash payment and the contingent cash payments was $0.8 million and $2.4 million, respectively. The fair value of the deferred cash payments was estimated based on the present value, as of the date of acquisition, of anticipated future payments. The fair value of the contingent cash payments was based on management’s estimate of the fair value of the cash payment using a probability weighted discount model on the achievement of the specified revenue targets and is evaluated quarterly. Direct acquisition costs were less than $0.1 million and expensed as incurred. This acquisition was financed from cash flows from operations.
Acquired intangibles were recorded at their estimated fair value based on assumptions made by us. The acquired developed product technologies have a useful life of three years and are amortized on a straight-line basis. Goodwill and identified intangibles associated with this acquisition were deductible for tax purposes. Goodwill arising from the acquisition consists largely of the economies of scale expected from integrating InstaManager into our existing operating structure. We included the results of operations of this acquisition in our consolidated financial statements from the effective date of the acquisition.
We assigned an indefinite useful life to the trade name acquired, as we planned to use the trade name in the marketplace. In March 2015, we completed the integration of InstaManager with another vacation rental software business subsequently acquired and ceased use of the trade name at that time. As a result of this event, we assessed the InstaManager trade name for impairment. See further discussion of this analysis and conclusion at Note 5.
The contingent consideration revenue targets for the twelve month period ending March 31, 2015 were achieved, resulting in a contingent cash obligation of $0.5 million. We anticipate that this obligation will be paid in the second fiscal quarter of 2015. If the underlying revenue targets are met for the twelve months ending March 31, 2016, the related contingent consideration payment is expected to be paid in the second fiscal quarter of 2016. The aggregate fair value of the contingent cash payments was $2.8 million and $2.3 million at March 31, 2015 and December 31, 2014, respectively. During the three months ended March 31, 2015, we recognized a net loss of $0.4 million due to the changes in the estimated fair value of the contingent cash payments. No gain or loss was recognized during the three months ended March 31, 2014.
In February 2015, we made the first deferred cash payment of $0.5 million. The remaining deferred cash payment of $0.5 million, net of any offsetting amounts permitted under the agreement, is expected to be paid in March 2016. At March 31, 2015 and December 31, 2014, the total deferred cash obligation related to the acquisition of InstaManager, net of any adjustments permitted by the underlying agreement, was $0.5 million and $1.0 million, respectively. The deferred cash obligation was carried net of a discount of $0.1 million at March 31, 2015 and December 31, 2014 in the accompanying consolidated balance sheets.
Virtual Maintenance Manager
In March 2014, we acquired certain assets from Virtual Maintenance Manager LLC, including the Virtual Maintenance Manager product (“VMM”). VMM is a software-as-a-service application that facilitates the management of the end-to-end maintenance life cycle for single family and multifamily rental properties and provides property managers with enhanced visibility into their maintenance costs, manages resources and provides business control for property managers. We integrated VMM into our existing Propertyware products.
We acquired the VMM assets for a purchase price of $1.2 million, consisting of a cash payment of $1.0 million at closing, a deferred cash payment of up to $0.2 million payable over two years after the acquisition date and contingent cash payments of up to $2.0 million if certain revenue targets are met for the twelve months ending June 30, 2015 and June 30, 2016. The initial fair value of the deferred cash payment and the contingent cash payments was $0.2 million and less than $0.1 million, respectively. The fair value of the deferred cash payments was estimated based on the present value, as of the date of acquisition, of anticipated future payments. The fair value of the contingent cash payments was based on management’s estimate of the fair value of the cash payments using a probability weighted discount model on the achievement of the specified revenue targets and is evaluated quarterly. Direct acquisition costs were less than $0.1 million and expensed as incurred. This acquisition was financed from cash flows from operations.
Acquired intangibles were recorded at their estimated fair value based on assumptions made by us. The acquired developed product technologies have a useful life of three years amortized on a straight-line basis. Acquired customer relationships have a useful life of five years, which are amortized proportionately to the expected discounted cash flows derived from the asset. Goodwill and identified intangibles associated with this acquisition are deductible for tax purposes. Goodwill arising from the acquisition consists largely of the economies of scale expected from integrating VMM into our existing operating structure and from anticipated synergies with our existing products. We included the results of operations of this acquisition in our consolidated financial statements from the effective date of the acquisition.
The aggregate fair value of the contingent cash payments was zero and less than $0.1 million at March 31, 2015 and December 31, 2014, respectively. During the three months ended March 31, 2015, we recognized a net gain of less than $0.1 million due to changes in the estimated fair value of the contingent cash payments. No gain or loss was recognized during the

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three months ended March 31, 2014. At March 31, 2015 and December 31, 2014, the total deferred cash obligation related to the acquisition of VMM, net of any adjustments permitted by the underlying agreement, was $0.2 million. The deferred cash obligation was carried net of a discount of less than $0.1 million at March 31, 2015 and December 31, 2014 in the accompanying consolidated balance sheets.
Notivus
In May 2014, we acquired certain assets from Notivus Multi-Family LLC ("Notivus"). Notivus is a software-as-a-service application that provides an outsourced vendor credentialing solution to assist multifamily owners and managers in the credentialing and ongoing monitoring of their current and prospective vendors, suppliers and independent contractors. We subsequently integrated Notivus into our existing Compliance Depot products.
We acquired the Notivus assets for a purchase price of $4.4 million, consisting of a cash payment of $3.6 million at closing and a deferred cash payment of up to $0.8 million payable over two years after the acquisition date. The initial fair value of the deferred cash payment was approximately $0.8 million and was estimated based on the present value, as of the date of acquisition, of anticipated future payments. Direct acquisition costs were less than $0.1 million and expensed as incurred. This acquisition was financed from cash flows from operations.
Acquired intangible assets were recorded at their estimated fair value based on assumptions made by us. The acquired developed product technologies have a useful life of three years amortized on a straight-line basis. Goodwill and identified intangibles associated with this acquisition are deductible for tax purposes and consist largely of the economies of scale expected from integrating Notivus into our existing operating structure and from anticipated synergies with our existing products. We included the results of operations of this acquisition in our consolidated financial statements from the effective date of the acquisition.
At March 31, 2015 and December 31, 2014, the total deferred cash obligation related to the acquisition of Notivus, net of any adjustments permitted by the underlying agreement, was $0.8 million. The deferred cash obligation was carried net of a discount of less than $0.1 million at March 31, 2015 and December 31, 2014 in the accompanying consolidated balance sheets.
Kigo, Inc.
In June 2014, we acquired all of the issued and outstanding stock of Kigo, Inc. ("Kigo"). Kigo is a software-as-a-service vacation rental booking system based in the United States with operations in Spain. Kigo offers services for vacation rental property managers that include vacation rental calendars, scheduling, reservations, accounting, channel management, website design, payment processing and other tasks to aid the management of leads, revenue, resources and lodging calendars. We integrated our existing vacation rental products with Kigo and launched an enhanced version of the software in March 2015.
We acquired Kigo for a purchase price of $36.2 million, consisting of a cash payment of $30.7 million and a deferred cash payment of up to $5.5 million, payable over two and a half years after the acquisition date. Interest is accrued on the deferred cash payments at a rate equal to the one-month London Interbank Offered Rate ("LIBOR") plus a premium of 1.00% and is payable on the date the underlying principal is due. This acquisition was financed from proceeds from our revolving line of credit and cash flows from operations. Direct acquisition costs were $0.5 million and were expensed as incurred.
The acquired developed product technologies have a useful life of three years amortized on a straight-line basis. Acquired customer relationships have a useful life of ten years, which are amortized proportionately to the expected discounted cash flows derived from the asset. The trade name acquired has an indefinite useful life as we do not plan to cease using the trade name in the marketplace. Goodwill and identified intangibles associated with this acquisition are not deductible for tax purposes. Goodwill arising from the acquisition consists largely of the economies of scale expected from integrating Kigo into our existing operating structure and from anticipated synergies with our existing products. We included the results of operations of this acquisition in our consolidated financial statements from the effective date of this acquisition.
At March 31, 2015 and December 31, 2014, the total deferred cash obligation related to the acquisition of Kigo, net of any adjustments permitted by the underlying agreement, was $5.4 million.
We allocated the purchase price for InstaManager, VMM, Notivus and Kigo as follows:

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InstaManager
 
VMM
 
Notivus
 
Kigo
 
 
(in thousands)
Intangible assets:
 
 
 
 
 
 
 
 
Developed product technologies
 
$
4,490

 
$
671

 
$
1,840

 
$
2,570

Customer relationships
 

 
200

 

 
1,120

Trade names
 
527

 

 

 
602

Goodwill
 
4,135

 
358

 
2,852

 
32,996

Deferred revenue
 
(33
)
 

 
(156
)
 

Net deferred taxes
 

 

 

 
(495
)
Net other liabilities
 
55

 

 
(141
)
 
(547
)
Total purchase price
 
$
9,174

 
$
1,229

 
$
4,395

 
$
36,246

Acquisition Activity Prior to 2014
We completed acquisitions in the years prior to 2014 for which acquisition-related contingent consideration was included in the purchase price and recorded at fair value. The liability established for the acquisition-related contingent consideration will continue to be re-evaluated on a quarterly basis and measured at the estimated fair value based on the probabilities, as determined by management, of achieving the respective targets. This evaluation will be performed until all of the targets have been met or terms of the respective agreements expire. As of March 31, 2015 and December 31, 2014, the aggregate fair value of contingent consideration obligations related to acquisitions completed prior to 2014 was $1.0 million and $1.8 million, respectively. During the three months ended March 31, 2015 and 2014, we recognized a net gain (loss) of $0.1 million and $(0.2) million, respectively, related to the change in fair value of these acquisition-related contingent consideration obligations.
During the three months ended March 31, 2015 and 2014, we paid deferred and contingent cash obligations related to acquisitions completed in years prior to 2014 in the aggregate amount of $0.7 million and $0.9 million, respectively.
Pro Forma Results of Acquisitions
The following table presents pro forma results of operations for the three months ended March 31, 2014 as if the aforementioned acquisitions had occurred at the beginning of the period presented. All of the above acquisitions were held for the entirety of the three months ended March 31, 2015. The pro forma information includes the business combination accounting effects resulting from these acquisitions, including interest expense, tax benefit and additional amortization resulting from the valuation of amortizable intangible assets. We prepared the pro forma financial information for the combined entities for comparative purposes only, and it is not indicative of what actual results would have been if the acquisitions had occurred at the beginning of the presented period, or of future periods. Pro forma results are presented in thousands, except per share amounts.
 
 
 
 
 
 
 
March 31, 2014
Pro Forma
Revenue:
 
 
 
 
 
 
 
On demand
 
 
 
 
 
 
$
97,793

On premise
 
 
 
 
 
 
865

Professional and other
 
 
 
 
 
 
2,690

Total revenue
 
 
 
 
 
 
101,348

Net loss
 
 
 
 
 
 
$
(1,186
)
Net loss per common share
 
 
 
 
 
 
 
Basic
 
 
 
 
 
 
$
(0.02
)
Diluted
 
 
 
 
 
 
$
(0.02
)
4. Property, Equipment and Software
Property, equipment and software consisted of the following as of March 31, 2015 and December 31, 2014:

12


 
March 31, 2015
 
December 31, 2014
 
(in thousands)
Leasehold improvements
$
23,129

 
$
22,943

Data processing and communications equipment
62,479

 
59,390

Furniture, fixtures and other equipment
16,968

 
16,254

Software
54,131

 
51,915

 
156,707

 
150,502

Less: Accumulated depreciation and amortization
(83,565
)
 
(77,886
)
Property, equipment and software, net
$
73,142

 
$
72,616

Depreciation and amortization expense for property, equipment and purchased software was $5.0 million and $4.2 million for the three months ended March 31, 2015 and 2014, respectively. This includes amortization related to assets acquired through capital leases.
The carrying amount of capitalized software development costs was $34.5 million and $32.5 million and related accumulated amortization totaled $11.4 million and $10.7 million at March 31, 2015 and December 31, 2014, respectively. Amortization expense related to capitalized software development costs totaled $0.7 million and $0.3 million during the three months ended March 31, 2015 and 2014, respectively.
We review in-progress software development projects on a periodic basis to ensure completion is assured and the development work will be placed into service as a new product or product enhancement. In March 2015, we identified four in-process software development projects for which the development work had ceased and it was determined the projects would be abandoned. Our analysis of the capitalized costs resulted in the conclusion that they had no value outside of the respective projects for which they were originally incurred. As a result, we recorded an impairment loss of $0.6 million during the three months ended March 31, 2015 related to these costs. The impairment charge is included in "Product development" in the accompanying Consolidated Statement of Operations.
5. Goodwill and Other Intangible Assets
The change in the carrying amount of goodwill, in thousands, for the three months ended March 31, 2015 is as follows:
Balance at January 1, 2015
$
193,378

Other
7

Balance at March 31, 2015
$
193,385

Other intangible assets consisted of the following at March 31, 2015 and December 31, 2014:
 
 
 
March 31, 2015
 
December 31, 2014
 
Weighted Average Amortization Period
 
Carrying
Amount
 
Accumulated
Amortization
 
Net
 
Carrying
Amount
 
Accumulated
Amortization
 
Net
 
(in thousands)
Finite-lived intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
Developed technologies
3.2 years
 
$
55,308

 
$
(41,533
)
 
$
13,775

 
$
55,212

 
$
(39,343
)
 
$
15,869

Customer relationships
8.9 years
 
86,753

 
(46,834
)
 
39,919

 
86,753

 
(44,264
)
 
42,489

Vendor relationships
4.0 years
 
5,650

 
(5,399
)
 
251

 
5,650

 
(5,273
)
 
377

Total finite-lived intangible assets
6.6 years
 
147,711

 
(93,766
)
 
53,945

 
147,615

 
(88,880
)
 
58,735

Indefinite-lived intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
Trade names
 
 
40,812

 

 
40,812

 
41,350

 

 
41,350

Total intangible assets
 
 
$
188,523

 
$
(93,766
)
 
$
94,757

 
$
188,965

 
$
(88,880
)
 
$
100,085

Amortization of finite-lived intangible assets was $4.9 million and $5.0 million for the three months ended March 31, 2015 and 2014, respectively.
In March 2015, the Company completed the integration of the InstaManager and Kigo platforms into a single solution licensed under the Kigo name. Subsequent to this integration, InstaManager ceased to exist as a separate solution and the

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Company discontinued the use of the trade name to market or identify the software. Additionally, subsequent to the integration, the Company ceased use of the trade name in customer-facing communications, removed the dedicated website maintained by the Company for the InstaManager product and ceased separately identifying costs and revenues for Kigo and InstaManager. Due to these changes in circumstance, the Company evaluated the InstaManager trade name for impairment and concluded an impairment in the amount of $0.5 million existed at March 31, 2015. The charge related to this impairment is included in "General and administrative" in the accompanying Consolidated Statements of Operations.
6. Debt
Credit Facility Opened September 2014
On September 30, 2014, the Company entered into a new agreement for a secured revolving credit facility to refinance our outstanding revolving loans. The new credit facility provides an aggregate principal amount of up to $200.0 million, with sublimits of $10.0 million for the issuance of letters of credit and for $20.0 million of swingline loans. The credit facility also allows us, subject to certain conditions, to request additional term loans or revolving commitments up to an aggregate principal amount of $150.0 million, plus an amount that would not cause our consolidated net leverage ratio, which is a ratio of the Company’s consolidated funded indebtedness to its consolidated EBIDTA, to exceed 3.25 to 1.00. Advances under the credit facility may be voluntarily prepaid and re-borrowed. At our option, the revolving loans accrue interest at a per annum rate equal to either LIBOR, plus a margin ranging from 1.25% to 1.75%, or the Base Rate, plus a margin ranging from 0.25% to 0.75%. The base LIBOR rate is, at our discretion, equal to either one, two, three or six month LIBOR. The Base Rate is defined as the greater of Wells Fargo's prime rate, the Federal Funds Rate plus 0.50% or one month LIBOR plus 1.00%. In each case, the applicable margin is determined based upon our consolidated net leverage ratio. The interest is due and payable quarterly, in arrears, for loans bearing interest at the Base Rate and at the end of the applicable interest period in the case of loans bearing interest at the adjusted LIBOR. The credit facility is secured by substantially all of our assets, and certain of our existing and future material domestic subsidiaries are required to guaranty our obligations under the credit facility. We are also required to comply with customary affirmative and negative covenants, as well as a consolidated net leverage ratio and an interest coverage ratio. All outstanding principal and accrued and unpaid interest is due upon the credit facility's maturity on September 30, 2019.
As of March 31, 2015 and December 31, 2014, we had $15.0 million and $20.0 million, respectively, outstanding principal under our revolving line of credit. As of March 31, 2015, $185.0 million was available under our revolving line of credit of which $10.0 million was available for the issuance of letters of credit. We had unamortized debt issuance costs of $1.2 million and $1.3 million at March 31, 2015 and December 31, 2014, respectively. As of March 31, 2015, we were in compliance with the covenants under our credit facility.
Previous Credit Facility
Our previous secured revolving credit facility had an aggregate principal amount of up to $150.0 million, subject to a borrowing formula, with a sublimit of $10.0 million for the issuance of letters of credit on our behalf. At our option, the borrowings accrued interest at a per annum rate equal to either LIBOR or Wells Fargo’s prime rate (or, if greater, the federal funds rate plus 0.50% or three month LIBOR plus 1.00%), in each case plus a margin ranging from 2.00% to 2.50%, in the case of LIBOR loans, and 0.0% to 0.25% in the case of prime rate loans, in each case based upon our senior leverage ratio. The interest was due and payable monthly, in arrears, for loans bearing interest at the prime rate and at the end of the applicable one, two or three month interest period in the case of loans bearing interest at the adjusted LIBOR rate.
In May 2014, we entered into an amendment to the previous credit facility. Under the terms of the amendment, the restrictive covenants were amended to permit us to repurchase up to $75.0 million of our common stock, subject to certain conditions. Additionally, the fixed charge coverage ratio was replaced with a new minimum interest expense coverage ratio and the capital expenditures limitations were increased.
In June 2014, we entered into a second amendment to the previous credit facility. Under the terms of the amendment, the parties to the credit facility consented to the acquisition of Kigo as a "Permitted Acquisition," as defined in the credit facility, and would be excluded from the calculation of the Aggregated Permitted Acquisition Limit. Additionally, the amendment increased the value of our equipment that could be in the hands of our employees, consultants or customers in the ordinary course of business to $2.5 million and amended the definition of "Aggregate Permitted Acquisition Limit" to $150.0 million, plus an additional $100.0 million if certain conditions are met.
7. Stock-based Compensation
In January 2015, the Company adopted the First Amendment to the Company's Amended and Restated 2010 Equity Incentive Plan. The amendment prohibits the repricing of stock options and stock appreciation rights other than in connection with a change in the Company's corporate structure.
In February 2015, we granted 582,710 shares of restricted stock which require the achievement of certain market-based conditions to become eligible to vest. The shares become eligible to vest based on the achievement of the following conditions:

14


Number of Shares
 
Condition to Become Eligible to Vest
30,000
 
After the grant date and prior to July 1, 2017, the average closing price per share of the Company's common stock equals or exceeds $25.00 for twenty consecutive trading days
30,000
 
After the grant date and prior to July 1, 2017, the average closing price per share of the Company's common stock equals or exceeds $30.00 for twenty consecutive trading days
231,355
 
After the grant date and prior to July 1, 2018, the average closing price per share of the Company's common stock equals or exceeds $30.00 for twenty consecutive trading days
261,355
 
After the grant date and prior to July 1, 2018, the average closing price per share of the Company's common stock equals or exceeds $35.00 for twenty consecutive trading days
30,000
 
After the grant date and prior to July 1, 2018, the average closing price per share of the Company's common stock equals or exceeds $40.00 for twenty consecutive trading days
Shares that become eligible to vest, if any, become Eligible Shares. Eligible Shares vest 25% per quarter over the four calendar quarters following the date they become Eligible Shares. However, all unvested Eligible Shares will be fully vested on July 1, 2018.
In March 2015, we granted 1,748,890 options with an exercise price of $19.76 and 466,266 shares of restricted stock. These grants vest ratably on a quarterly basis over a period of twelve quarters. During the same period we granted 162,695 shares of restricted stock which vest on April 1, 2015 and July 1, 2015.
All stock options and restricted stock were granted under the Amended and Restated 2010 Equity Incentive Plan, as amended.
8. Commitments and Contingencies
Lease Commitments
In the first quarter of 2013, we entered into a capital lease agreement for software that expires in 2016. We recognize lease expense on a straight-line basis over the lease term.
The assets under capital lease were as follows at March 31, 2015 and December 31, 2014:
 
March 31, 2015
 
December 31, 2014
 
(in thousands)
Software
$
1,977

 
$
1,977

Less: Accumulated amortization
(1,252
)
 
(1,110
)
Assets under capital lease, net
$
725

 
$
867

The future minimum lease payments required under the capital leases and the present value of the net minimum lease payments, in thousands, as of March 31, 2015 were as follows:
2015
$
442

2016
294

Total minimum lease payments
$
736

Less amount representing average interest at 2.2%
(11
)
 
725

Less current portion
578

Long-term portion
$
147

The Company leases office facilities and equipment for various terms under long-term, non-cancellable operating lease agreements. The leases expire at various dates through 2020 and provide for renewal options. The agreements generally require the Company to pay for executory costs such as real estate taxes, insurance and repairs.
Guarantor Arrangements
We have agreements whereby we indemnify our officers and directors for certain events or occurrences while the officer or director is or was serving at our request in such capacity. The term of the indemnification period is for the officer or director’s lifetime. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have a director and officer insurance policy that limits our exposure and enables us to recover a portion of any future amounts paid. As a result of our insurance policy coverage, we believe the

15


Table of Contents

estimated fair value of these indemnification agreements is minimal. Accordingly, we had no liabilities recorded for these agreements as of March 31, 2015 or December 31, 2014.
In the ordinary course of our business, we include standard indemnification provisions in our agreements with customers. Pursuant to these provisions, we indemnify our customers for losses suffered or incurred in connection with third-party claims that our products infringed upon any U.S. patent, copyright, trademark or other intellectual property right. Where applicable, we generally limit such infringement indemnities to those claims directed solely to our products and not in combination with other software or products. With respect to our products, we also generally reserve the right to resolve any such claims by designing a non-infringing alternative, by obtaining a license on reasonable terms or by terminating our relationship with the customer and refunding the customer’s fees.
The potential amount of future payments to defend lawsuits or settle indemnified claims under these indemnification provisions is unlimited in certain agreements; however, we believe the estimated fair value of these indemnification provisions is minimal, and, accordingly, we had no liabilities recorded for these agreements as of March 31, 2015 or December 31, 2014.
Litigation
From time to time, in the normal course of our business, we are a party to litigation matters and claims. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict and our view of these matters may change in the future as the litigation and events related thereto unfold. We expense legal fees as incurred. Insurance recoveries associated with legal costs incurred are recorded when they are deemed probable of recovery.
We review the status of each matter and record a provision for a liability when we consider both that it is probable that a liability has been incurred and that the amount of the loss can be reasonably estimated. These provisions are reviewed quarterly and adjusted as additional information becomes available. If either or both of the criteria are not met, we assess whether there is at least a reasonable possibility that a loss, or additional losses beyond those already accrued, may be incurred. If there is a reasonable possibility that a material loss (or additional material loss in excess of any existing accrual) may be incurred, we disclose an estimate of the amount of loss or range of losses, either individually or in the aggregate, as appropriate, if such an estimate can be made, or disclose that an estimate of loss cannot be made. An unfavorable outcome in any legal matter, if material, could have an adverse effect on our operations, financial position, liquidity and results of operations.
During the three months ended March 31, 2014, we expensed $4.7 million, inclusive of the settlements and other associated costs, related to litigation settled during that period. The litigation related to reimbursement claims made against us, each by a primary and an excess layer errors and omissions insurance carrier. The carriers were seeking reimbursement of claims formerly funded by them relating to a litigation matter settled in 2012.
We are involved in other litigation matters not listed above but we believe that any reasonably possible adverse outcome of these matters would not be material either individually or in the aggregate at this time. Our view of the matters not listed may change in the future as the litigation and events related to those unfold.
9. Net Loss Per Share
Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by using the weighted average number of common shares outstanding, including potential dilutive shares of common stock assuming the dilutive effect of outstanding stock options and restricted stock using the treasury stock method. Weighted average shares from common share equivalents in the amount of 1,969,119 and 1,597,747 were excluded from the dilutive shares outstanding because their effect was anti-dilutive for the three months ended March 31, 2015 and 2014, respectively.

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The following table presents the calculation of basic and diluted net loss per share:
 
 
 
Three Months Ended 
 March 31,
 
 
 
 
 
2015
 
2014
 
 
 
 
 
(in thousands, except per share amounts)
Numerator:
 
 
 
 
 
 
 
Net loss
 
 
 
 
$
(1,608
)
 
$
(836
)
Denominator:
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
Weighted average common shares used in computing basic net loss per share
 
 
 

76,956


76,722

Diluted:
 
 
 
 
 
 
 
Add weighted average effect of dilutive securities:
 
 
 
 
 
 
 
   Stock options and restricted stock
 
 
 
 

 

Weighted average common shares used in computing diluted net loss per share
 
 
 

76,956


76,722

Net loss share:
 
 
 
 
 
 
 
Basic
 
 
 
 
$
(0.02
)
 
$
(0.01
)
Diluted
 
 
 
 
$
(0.02
)
 
$
(0.01
)
10. Income Taxes
We make estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes.
Our provision for income taxes in interim periods is based on our estimated annual effective tax rate. We record cumulative adjustments in the quarter in which a change in the estimated annual effective rate is determined. The estimated annual effective tax rate calculation does not include the effect of discrete events that may occur during the year. The effect of these events, if any, is recorded in the quarter in which the event occurs.
Our effective income tax rate was 51.4% and 37.9% for the three months ended March 31, 2015 and 2014, respectively. Our effective tax rate fluctuated from the statutory rate predominantly due to a mix of earnings among various international tax jurisdictions; state taxes; and permanent differences, including stock compensation and the non-deductibility of contingent consideration related to acquisitions completed in prior years, in relation to our results of operations before income taxes.
The Company plans to filed amended 2013 and 2012 tax returns for selected states to correct certain items that were improperly deducted as detected by the Company subsequent to the initial filings. The primary effect of the amended returns did not result in a current tax liability and reduced the Company's net operating loss deferred tax asset by approximately $1.0 million at December 31, 2014.
11. Fair Value Measurements
The Company records certain financial liabilities at fair value on a recurring basis. The Company determines fair values based on the price it would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability.
The prescribed fair value hierarchy and related valuation methodologies are as follows:
Level 1 - Inputs are quoted prices in active markets for identical assets or liabilities.
Level 2 - Inputs are quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data.
Level 3 - Inputs are derived from valuation techniques in which one of the significant inputs or value drivers are unobservable.
The categorization of an asset or liability within the fair value hierarchy is based on the inputs described above and does not necessarily correspond to the Company’s perceived risk of that asset or liability. Moreover, the methods used by the

17


Table of Contents

Company may produce a fair value calculation that is not indicative of the net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments and non-financial assets and liabilities could result in a different fair value measurement at the reporting date.
Assets and liabilities measured at fair value on a recurring basis:
Contingent consideration obligations
The fair value of contingent consideration obligations is estimated using a probability weighted discount model which considers the achievement of the conditions upon which the respective contingent obligation is dependent. The probability of achieving the specified conditions is assessed by applying a Monte Carlo weighted-average model. Inputs into the valuation model include a discount rate specific to the acquired entity, a measure of the estimated volatility and the risk free rate of return. There were no changes in our valuation methodology during the periods ended March 31, 2015 and December 31, 2014.
Significant unobservable inputs used in the contingent consideration fair value measurements included the following at March 31, 2015 and December 31, 2014:
 
 
March 31, 2015
 
December 31, 2014
Discount rates
 
22.3 - 60.5%
 
22.5 - 64.0%
Volatility rates
 
42.0 - 47.0%
 
45.0 - 48.0%
Risk free rate of return
 
0.1% - 0.2%
 
0.1% - 0.2%
In addition to the inputs described above, the fair value estimates consider the projected future operating or financial results for the factor upon which the respective contingent obligation is dependent. The fair value estimates are generally sensitive to changes in these projections. We develop the projected future operating results based on an analysis of historical results, market conditions and the expected impact of anticipated changes in our overall business and/or product strategies.
The following table discloses the liabilities measured at fair value on a recurring basis as of March 31, 2015 and December 31, 2014:
 
Fair value at March 31, 2015
(in thousands)
 
Total
 
Level 1
 
Level 2
 
Level 3
Contingent consideration related to the acquisition of:
 
 
 
 
 
 
 
Active Building
$
870

 
$

 
$

 
$
870

MyBuilding
140

 

 

 
140

InstaManager
2,781

 

 

 
2,781

 
$
3,791

 
$

 
$

 
$
3,791

 
Fair value at December 31, 2014
(in thousands)
 
Total
 
Level 1
 
Level 2
 
Level 3
Contingent consideration related to the acquisition of:
 
 
 
 
 
 
 
Active Building
$
1,566

 
$

 
$

 
$
1,566

MyBuilding
248

 

 

 
248

InstaManager
2,335

 

 

 
2,335

     VMM
1

 

 

 
1

 
$
4,150

 
$

 
$

 
$
4,150

There were no assets measured at fair value on a recurring basis at March 31, 2015 or December 31, 2014.
The following table summarizes the changes in the fair value of our Level 3 liabilities for the three months ended March 31, 2015 and 2014:

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Table of Contents

 
Three Months Ended 
 March 31,
 
2015
 
2014
 
(in thousands)
Balance at beginning of period
$
4,150

 
$
1,827

Initial contingent consideration

 
4,895

Settlements through cash payments
(687
)
 

Net gain on change in fair value
327

 
179

Other changes
1

 

Balance at end of period
$
3,791

 
$
6,901

Net gains or losses on the change in the fair value of the contingent consideration obligations are included in the "General and administrative" line in the accompanying Consolidated Statements of Operations.
Assets and liabilities measured at fair value on a non-recurring basis:
Assets measured at fair value on a non-recurring basis as of March 31, 2015 consisted of an indefinite-lived intangible asset. Due to a change in circumstance, the Company assessed the InstaManager trade name for impairment during the period ended March 31, 2015. The impairment analysis included comparing the estimated fair value of the trade name to its carrying value. We used a discounted cash flow model to estimate the fair value of the trade name. Cash flows were estimated by applying a royalty rate to the estimated future revenues generated by the InstaManager trade name. Significant unobservable inputs used in deriving the fair value include the royalty rate applied to the projected revenue stream and the discount rate used to determine the present value of the estimated future cash flows. Through the application of this model, we concluded the fair value of the trade name was $0 at March 31, 2015 and recognized an impairment charge in income. The analysis resulted in the recognition of an impairment charge in the amount of $0.5 million during the three months ended March 31, 2015. See Note 5 for further discussion of the impairment. We believe that the methods and assumptions used to determine the fair value of the trade name are reasonable. Based on the significant unobservable inputs required, we concluded that the estimate should be classified as Level 3 measurement.
There were no liabilities measured at fair value on a non-recurring basis at March 31, 2015. There were no assets or liabilities measured at fair value on a non-recurring basis at December 31, 2014. We estimated the fair value of the asset group by discounting the estimated future cash flows, adjusted to reflect the expectations of market participants, to their present value.
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Statements preceded by, followed by or that otherwise include the words “anticipates,” “believes,” “could,” “seeks,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions and the negatives of those terms are generally forward-looking in nature and not historical facts. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any anticipated results, performance or achievements. Factors that might cause or contribute to such differences include, but are not limited to those discussed in the section entitled “Risk Factors” in Part II, Item 1A of this report. You should carefully review the risks described herein and in the other documents we file from time to time with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for fiscal year 2014. You should not place undue reliance on forward-looking statements herein, which speak only as of the date of this report. Except as required by law, we disclaim any intention, and undertake no obligation, to revise any forward-looking statements, whether as a result of new information, a future event or otherwise.
Overview
We are a leading provider of on demand software and software-enabled services for the rental housing and vacation rental industries. Our broad range of property management solutions enables owners and managers of a wide variety of single and multifamily rental property types to enhance the visibility, control and profitability of each portion of the renter life cycle and operation of a property. By integrating and streamlining a wide range of complex processes and interactions among the rental housing and vacation rental ecosystem of owners, managers, prospects, renters and service providers, our platform helps optimize the property management process, improve the user experience, increase revenue and reduce costs for professional property managers.
The substantial majority of our revenue is derived from sales of our on demand software solutions. We also derive revenue from our professional and other services. A small percentage of our revenue is derived from sales of our on premise

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software solutions to our existing on premise customers. Our on demand software solutions are sold pursuant to subscription license agreements and our on premise software solutions are sold pursuant to term or perpetual license agreements and associated maintenance agreements. Typically, we price our solutions based primarily on the number of units the customer manages with our solutions. For our insurance-based solutions, we earn revenue based on a commission rate that considers earned premiums, agent commission, incurred losses and premiums and profits retained by our underwriter. Our transaction-based solutions are priced based on a fixed rate per transaction. We sell our solutions through our direct sales organization and derive substantially all of our revenue from sales in the United States. Our total revenues were approximately $110.5 million and $100.6 million for the three months ended March 31, 2015 and 2014, respectively. In the same periods, we had operating losses of approximately $3.0 million and $1.1 million and net losses of approximately $1.6 million and $0.8 million, respectively. During the three months ended March 31, 2015 and 2014, on demand revenue represented 96.4% and 96.5%, respectively, of our total revenue.
As of March 31, 2015, approximately 10,800 customers used one or more of our on demand software solutions to help manage the operations of approximately 9.7 million multifamily, single family or vacation rental units. Our customers include each of the ten largest multifamily property management companies in the United States, ranked as of January 1, 2015 by the National Multifamily Housing Council, based on the number of units managed. While the use and transition to on demand software solutions in the rental housing industry is growing rapidly, we believe it remains at a relatively early stage of adoption. Additionally, there is a low level of penetration of our on demand software solutions in our existing customer base. We believe these factors present us with significant opportunities to generate revenue through sales of additional on demand software solutions. Our existing and potential customers base their decisions to invest in our solutions on a number of factors, including general economic conditions.
Our company was formed in 1998 to acquire Rent Roll, Inc., which marketed and sold on premise property management systems for the conventional and affordable multifamily rental housing markets. In June 2001, we released OneSite, our first on demand property management system. Since 2002, we have expanded our on demand software and software-enabled services to include property management, leasing and marketing, renter management and asset optimization capabilities. In addition to the multifamily markets, we now serve the single family, senior living, student living, military housing and vacation rental markets. Since July 2002, we have completed 30 acquisitions of complementary technologies to supplement our internal product development and sales and marketing efforts and expand the scope of our solutions, the types of rental housing and vacation rental properties served by our solutions and our customer base. In connection with this expansion and these acquisitions, we have committed greater resources to developing and increasing sales of our platform of on demand solutions.
Recent Acquisitions
In January 2014, we acquired certain assets from Bookt LLC, including the InstaManager product (“InstaManager”), for a purchase price of $9.2 million, consisting of a cash payment of $6.0 million at closing, a deferred cash payment of up to $1.0 million payable over two years after the acquisition date and contingent cash payments totaling up to $7.0 million if certain revenue targets are met for the twelve months ending March 31, 2015 and March 31, 2016. InstaManager is a software-as-a-service vacation rental booking system used by professional managers of vacation rental properties. InstaManager offers marketing websites, online pricing and availability, online booking, automated reservations, payment processing and insurance sales. In March 2015, we completed the integration of InstaManager with other subsequently acquired software products.
In March 2014, we acquired certain assets from Virtual Maintenance Manager LLC, including the Virtual Maintenance Manager product (“VMM”), for a purchase price of $1.2 million, consisting of a cash payment of $1.0 million at closing, a deferred cash payment of up to $0.2 million payable over two years after the acquisition date and contingent cash payments of up to $2.0 million if certain revenue targets are met for the twelve months ending June 30, 2015 and June 30, 2016. VMM is a software-as-a-service application that facilitates the management of the end-to-end maintenance life cycle for single family and multifamily rental properties and provides property managers with enhanced visibility into their maintenance costs, manages resources and provides enhanced business control for property managers.
In May 2014, we acquired substantially all of the operating assets of Notivus Multi-Family, LLC ("Notivus") for a purchase price of $4.4 million, which consisted of a cash payment of $3.6 million at closing and a deferred cash payment of up to $0.8 million payable over two years after the acquisition date. The acquisition of Notivus expanded our ability to provide vendor risk management and compliance software solutions for the rental housing industry.
In June 2014, we acquired all of the issued and outstanding stock of Kigo, Inc. ("Kigo"). Kigo is a software-as-a-service vacation rental booking system based in the United States with operations in Spain. Kigo offers services for vacation rental property managers that include vacation rental calendars, scheduling, reservations, accounting, channel management, website design, payment processing and other tasks to aid the management of leads, revenue, resources and lodging calendars. We acquired Kigo for a purchase price of $36.2 million, consisting of a cash payment of $30.7 million and a deferred cash payment of up to $5.5 million, payable over two and a half years after the acquisition date. We integrated Kigo with our existing vacation rental products and launched an enhanced version of the software in March 2015.

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Key Business Metrics
In addition to traditional financial measures, we monitor our operating performance using a number of financially and non-financially derived metrics that are not included in our consolidated financial statements. We monitor the key performance indicators as follows:
On demand revenue. This metric represents the license and subscription fees relating to our on demand software solutions, typically licensed over one year terms; commission income from sales of renter’s insurance policies and transaction fees for certain of our on demand software solutions. We consider on demand revenue to be a key business metric because we believe the market for our on demand software solutions represents the largest growth opportunity for our business.
On demand revenue as a percentage of total revenue. This metric represents on demand revenue for the period presented divided by total revenue for the same period. We use on demand revenue as a percentage of total revenue to measure our success in executing our strategy to increase the penetration of our on demand software solutions and expand our recurring revenue streams attributable to these solutions. We expect our on demand revenue to remain a significant percentage of our total revenue although the actual percentage may vary from period to period due to a number of factors, including the timing of acquisitions, professional and other revenues and on premise perpetual license sales and maintenance fees.
Ending on demand unitsThis metric represents the number of rental housing units managed by our customers with one or more of our on demand software solutions at the end of the period. We use ending on demand units to measure the success of our strategy of increasing the number of rental housing units managed with our on demand software solutions. Property unit counts are provided to us by our customers as new sales orders are processed. Property unit counts may be adjusted periodically as information related to our customers’ properties is updated or supplemented, which could result in adjustments to the number of units previously reported.
Non-GAAP on demand revenue. This metric represents on demand revenue plus acquisition-related and other deferred revenue adjustments. We use this metric to evaluate our on demand revenue as we believe its inclusion provides a more accurate depiction of on demand revenue arising from our strategic acquisitions.
Non-GAAP on demand revenue per average on demand unit. This metric represents non-GAAP on demand revenue for the period presented divided by average on demand units for the same period. For interim periods, the calculation is performed on an annualized basis. We calculate average on demand units as the average of the beginning and ending on demand units for each quarter in the period presented. We monitor this metric to measure our success in increasing the number of on demand software solutions utilized by our customers to manage their rental housing units, our overall revenue and profitability.
Adjusted EBITDAWe define this metric as net income or loss plus acquisition-related and other deferred revenue adjustments; depreciation and asset impairment; loss on the sale or impairment of assets; amortization of intangible assets; net interest expense; income tax (benefit) expense; stock-based compensation expense; any impact related to past litigation with Yardi Systems, Inc. (including related insurance litigation and settlement costs), collectively the "Yardi Litigation", and acquisition-related expense. We believe that the use of Adjusted EBITDA is useful to investors and other users of our financial statements in evaluating our operating performance across companies and across periods. We believe that:
Adjusted EBITDA provides investors and other users of our financial information consistency and comparability with our past financial performance, facilitates period-to-period comparisons of operations and facilitates comparisons with our peer companies, many of which use similar non-GAAP financial measures to supplement their GAAP results;
it is useful to exclude certain non-cash charges, such as depreciation and asset impairment, amortization of intangible assets and stock-based compensation and non-core operational charges, such as acquisition-related expenses and any impact related to the Yardi Litigation, from Adjusted EBITDA because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations and these expenses can vary significantly between periods as a result of new acquisitions, full amortization of previously acquired tangible and intangible assets or the timing of new stock-based awards, as the case may be; and
it is useful to include adjustments for deferred revenue written down for GAAP purposes under purchase accounting rules and revenue deferred due to a lack of historical experience in determining the settlement of the contractual obligation in order to appropriately measure the underlying performance of our business operations in the period of activity and associated expense.
We use Adjusted EBITDA in conjunction with traditional GAAP operating performance measures as part of our overall assessment of our performance; for planning purposes, including the preparation of our annual operating budget; to evaluate the effectiveness of our business strategies and to communicate with our board of directors concerning our financial performance.
We do not place undue reliance on Adjusted EBITDA as our only measure of operating performance. Adjusted EBITDA should not be considered as a substitute for other measures of liquidity or financial performance reported in accordance with

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GAAP. There are limitations to using non-GAAP financial measures, including that other companies may calculate these measures differently than we do, that they do not reflect our capital expenditures or future requirements for capital expenditures and that they do not reflect changes in, or cash requirements for, our working capital. We compensate for the inherent limitations associated with using Adjusted EBITDA measures through disclosure of these limitations, presentation of our financial statements in accordance with GAAP and reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net income or loss.
Key Components of Our Results of Operations
Revenue
We derive our revenue from three primary sources: our on demand software solutions; our on premise software solutions; and our professional and other services.
On demand revenue. Revenue from our on demand software solutions is composed of license and subscription fees relating to our on demand software solutions, typically licensed over one year terms, commission income from sales of renter’s insurance policies and transaction fees for certain on demand software solutions, such as payment processing, spend management and billing services. Typically, we price our on demand software solutions based primarily on the number of units or beds the customer manages with our solutions. For our insurance based solutions, our agreement provides for a fixed commission on earned premiums related to the policies sold by us. The agreement also provides for a contingent commission to be paid to us. This agreement provides for a calculation that considers, on the policies sold by us, earned premiums less i) earned agent commissions; ii) a percent of premium retained by our underwriting partner; iii) incurred losses and iv) profit retained by our underwriting partner during the time period. Our estimate of our contingent commission revenue considers historical loss experience on the policies sold by us. For our transaction-based solutions, we price based on a fixed rate per transaction.
On premise revenue. Our on premise software solutions are distributed to our customers and maintained locally on the customer's hardware. Revenue from our on premise software solutions is composed of license fees under term and perpetual license agreements. Typically, we have licensed our on premise software solutions pursuant to term license agreements with an initial term of one year that include maintenance and support. Customers can renew their term license agreement for additional one-year terms at renewal price levels.
We no longer actively market our legacy on premise software solutions to new customers, and only license our on premise software solutions to a small portion of our existing on premise customers as they expand their portfolio of rental housing properties. While we intend to support our acquired on premise software solutions, we expect that many of the customers who license these solutions will transition to our on demand software solutions over time.
Professional and other revenue. Revenue from professional and other services consists of consulting and implementation services, training and other ancillary services. We complement our solutions with professional and other services for our customers willing to invest in enhancing the value or decreasing the implementation time of our solutions. Our professional and other services are typically priced as time and material engagements.
Cost of Revenue
Cost of revenue consists primarily of personnel costs related to our operations, support services, training and implementation services, expenses related to the operation of our data center and fees paid to third-party service providers. Personnel costs include salaries, bonuses, stock-based compensation and employee benefits. Cost of revenue also includes an allocation of facilities costs, overhead costs and depreciation, as well as amortization of acquired technology related to strategic acquisitions and amortization of capitalized development costs. We allocate facilities, overhead costs and depreciation based on headcount.
Operating Expenses
We classify our operating expenses into three categories: product development, sales and marketing and general and administrative. Our operating expenses primarily consist of personnel costs, costs for third-party contracted development, marketing, legal, accounting and consulting services and other professional service fees. Personnel costs for each category of operating expenses include salaries, bonuses, stock-based compensation and employee benefits for employees in that category. In addition, our operating expenses include an allocation of our facilities costs, overhead costs and depreciation based on headcount for that category, as well as amortization of purchased intangible assets resulting from our acquisitions.
Product development. Product development expense consists primarily of personnel costs for our product development employees and executives and fees to contract development vendors. Our product development efforts are focused primarily on increasing the functionality and enhancing the ease of use of our on demand software solutions and expanding our suite of on demand software solutions. In 2008 and 2011, we established a product development and service center in Hyderabad, India and Manila, Philippines, respectively, to take advantage of strong technical talent at lower personnel costs compared to the United States.

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Sales and marketing. Sales and marketing expense consists primarily of personnel costs for our sales, marketing and business development employees and executives, travel and entertainment and marketing programs. Marketing programs consist of amounts paid for search engine optimization and search engine marketing, renter’s insurance and other advertising, trade shows, user conferences, public relations, industry sponsorships and affiliations and product marketing. In addition, sales and marketing expense includes amortization of certain purchased intangible assets, including customer relationships and key vendor and supplier relationships obtained in connection with our acquisitions.
General and administrative. General and administrative expense consists of personnel costs for our executive, finance and accounting, human resources, management information systems and legal personnel, as well as legal, accounting and other professional service fees and other corporate expenses.
Critical Accounting Policies and Estimates
The preparation of our condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We base these estimates and assumptions on historical experience or on various other factors that we believe to be reasonable and appropriate under the circumstances. We reconsider and evaluate our estimates and assumptions on an on-going basis. Accordingly, actual results may differ significantly from these estimates.
We believe that the following critical accounting policies involve our more significant judgments, assumptions and estimates, and therefore, could have the greatest potential impact on our condensed consolidated financial statements:
Revenue recognition;
Deferred revenue;
Fair value measurements;
Accounts receivable and related allowance;
Purchase accounting and contingent consideration;
Goodwill and other intangible assets with indefinite lives;
Impairment of long-lived assets;
Intangible assets;
Stock-based compensation;
Income taxes, including deferred tax assets and liabilities; and
Capitalized product development costs.
A full discussion of our critical accounting policies, which involve significant management judgment, appears in our Form 10-K under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies.” For further information regarding our business, industry trends, accounting policies and estimates and risks and uncertainties, refer to our Form 10-K.
Results of Operations
The following tables set forth our results of operations for the specified periods. The period-to-period comparison of financial results is not necessarily indicative of future results.

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Condensed Consolidated Statements of Operations
 
 
 
Three Months Ended 
 March 31,
 
 
 
 
 
2015
 
2014
 
 
 
 
 
(in thousands, except per share data)
Revenue:
 
 
 
 
 
 
 
On demand
 
 
 
 
$
106,460

 
$
97,008

On premise
 
 
 
 
741

 
865

       Professional and other
 
 
 
 
3,269

 
2,690

Total revenue
 
 
 
 
110,470

 
100,563

Cost of revenue(1)
 
 
 
 
47,724

 
39,927

Gross profit
 
 
 
 
62,746

 
60,636

Operating expense:
 
 
 
 
 
 
 
Product development(1)
 
 
 
 
17,977

 
14,841

Sales and marketing(1)
 
 
 
 
28,951

 
25,991

General and administrative(1)
 
 
 
 
18,863

 
20,929

Total operating expense
 
 
 
 
65,791

 
61,761

Operating loss
 
 
 
 
(3,045
)
 
(1,125
)
Interest expense and other, net
 
 
 
 
(267
)
 
(222
)
Loss before income taxes
 
 
 
 
(3,312
)
 
(1,347
)
Income tax benefit
 
 
 
 
(1,704
)
 
(511
)
Net loss
 
 
 
 
$
(1,608
)
 
$
(836
)
Net loss per share
 
 
 
 
 
 
 
Basic
 
 
 
 
$
(0.02
)
 
$
(0.01
)
Diluted
 
 
 
 
$
(0.02
)
 
$
(0.01
)
Weighted average shares used in computing net loss per share
 
 
 
 
 
 
 
Basic
 
 
 
 
76,956

 
76,722

Diluted
 
 
 
 
76,956

 
76,722

(1) Includes stock-based compensation expense as follows:
 
 
 
 
 
 
 
Cost of revenue
 
 
 
 
$
1,234

 
$
1,007

Product development
 
 
 
 
2,719

 
1,912

Sales and marketing
 
 
 
 
3,789

 
3,143

General and administrative
 
 
 
 
3,005

 
3,163



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The following table sets forth our results of operations for the specified periods as a percentage of our revenue for the periods. The period-to-period comparison of financial results is not necessarily indicative of future results. 
 
 
 
Three Months Ended 
 March 31,
 
 
 
 
 
2015
 
2014
 
 
 
 
 
(as a percentage of total revenue)
Revenue:
 
 
 
 
 
 
 
On demand
 
 
 
 
96.4
 %
 
96.5
 %
On premise
 
 
 
 
0.7

 
0.9

Professional and other
 
 
 
 
2.9

 
2.6

Total revenue
 
 
 
 
100.0

 
100.0

Cost of revenue
 
 
 
 
43.2

 
39.7

Gross profit
 
 
 
 
56.8

 
60.3

Operating expense:
 
 
 
 
 
 
 
Product development
 
 
 
 
16.3

 
14.8

Sales and marketing
 
 
 
 
26.2

 
25.8

General and administrative
 
 
 
 
17.1

 
20.8

Total operating expenses
 
 
 
 
59.6

 
61.4

Operating loss
 
 
 
 
(2.8
)
 
(1.1
)
Interest expense and other, net
 
 
 
 
(0.2
)
 
(0.2
)
Loss before income taxes
 
 
 
 
(3.0
)
 
(1.3
)
Income tax benefit
 
 
 
 
(1.5
)
 
(0.5
)
Net loss
 
 
 
 
(1.5
)
 
(0.8
)
Results for the Three Months Ended March 31, 2015 compared to the Three Months Ended March 31, 2014
Revenue
 
 
 
 
 
 
 
 
 
Three Months Ended March 31,
 
 
 
 
 
 
 
 
 
2015
 
2014
 
Change
 
% Change
 
 
 
 
 
 
 
 
 
(in thousands, except dollar per unit data)
Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
On demand
 
 
 
 
 
 
 
 
$
106,460

 
$
97,008

 
$
9,452

 
9.7
 %
On premise
 
 
 
 
 
 
 
 
741

 
865

 
(124
)
 
(14.3
)
Professional and other
 
 
 
 
 
 
 
 
3,269

 
2,690

 
579

 
21.5

Total revenue
 
 
 
 
 
 
 
 
$
110,470

 
$
100,563

 
$
9,907

 
9.9

On demand unit metrics:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending on demand units
 
 
 
 
 
 
 
 
9,700

 
9,285

 
415

 
4.5

Average on demand units
 
 
 
 
 
 
 
 
9,630

 
9,154

 
476

 
5.2

Non-GAAP on demand revenue
 
 
 
 
 
 
 
 
$
105,994

 
$
98,332

 
$
7,662

 
7.8

Annualized non-GAAP on demand revenue per average on demand unit
 
 
 
 
 
 
 
 
$
44.03

 
$
42.97

 
$
1.1

 
2.5


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The changes in total revenue for the three months ended March 31, 2015 and 2014 were due to the following changes in our three revenue components:
On demand revenue. Our on demand revenue increased $9.5 million for the three months ended March 31, 2015 as compared to the same period in 2014. This increase was primarily driven by growth across our Resident Services, Property Management and Asset Optimization solutions. Overall revenue growth was also supported by our 2014 investments in our on demand data processing infrastructure, product development and sales force. These factors generated an increase in the number of rental property units managed with our on demand solutions as well as an increase in the number of our on demand products used by our existing customer base. The increased product penetration within our existing customer base resulted in an increase in our revenue per average on demand unit from $42.97 at March 31, 2014, to $44.03 at March 31, 2015.
On premise revenue. On premise revenue decreased by $0.1 million for the three months ended March 31, 2015 as compared to the same period in 2014. We no longer actively market our legacy on premise software solutions to new customers and only market and support our acquired on premise software solutions. We expect on premise revenue to continue to decline over time as we transition acquired on premise customers to our on demand property management solutions.
Professional and other revenue. Professional and other services revenue increased $0.6 million for the three months ended March 31, 2015, as compared to the same period in 2014, primarily due to an increase in revenue from consulting and training services related to the implementation of our solutions.
On demand unit metrics. As of March 31, 2015, one or more of our on demand solutions was utilized in the management of 9.7 million rental property units, representing an increase of 4.5% compared to the same period in 2014. The increase in the number of rental property units managed by one or more of our on demand solutions was due to new customer sales, marketing efforts to existing customers and our acquisitions completed subsequent to March 31, 2014.
Cost of Revenue
 
 
 
Three Months Ended March 31,
 
 
 
 
 
 
 
 
 
2015
 
2014
 
Change
 
% Change
 
 
 
 
 
 
 
 
 
(in thousands)
Cost of revenue
 
 
 
 
 
 
 
 
$
41,271

 
$
34,639

 
$
6,632

 
19.1
%
Stock-based compensation
 
 
 
 
 
 
 
 
1,234

 
1,007

 
227

 
22.5

Depreciation and amortization
 
 
 
 
 
 
 
 
5,219

 
4,281

 
938

 
21.9

Total cost of revenue
 
 
 
 
 
 
 
 
$
47,724

 
$
39,927

 
$
7,797

 
19.5

Cost of revenue. The increase in cost of revenue for the three months ended March 31, 2015 as compared to the same period in 2014 was primarily attributable to a $3.0 million increase in direct costs resulting from increased sales of our solutions, including a higher volume of transactions from our payments processing solution; a $2.3 million increase in personnel expense primarily resulting from increased expenditures supporting our growth initiatives, staffing increases for anticipated seasonal call center volume, and, to a lesser degree, increases in headcount added as a result of our 2014 acquisitions; and an increase of $1.3 million in technology and facility investments to support our on demand delivery and data infrastructure.
Operating Expenses
 
 
 
 
 
 
 
 
 
Three Months Ended March 31,
 
 
 
 
 
 
 
 
 
2015
 
2014
 
Change
 
% Change
 
 
 
 
 
 
 
 
 
(in thousands)
Product development
 
 
 
 
 
 
 
 
$
14,002

 
$
11,885

 
$
2,117

 
17.8
%
Stock-based compensation
 
 
 
 
 
 
 
 
2,719

 
1,912

 
807

 
42.2

Depreciation
 
 
 
 
 
 
 
 
1,256

 
1,044

 
212

 
20.3

Total product development expense
 
 
 
 
 
 
 
 
$
17,977

 
$
14,841

 
$
3,136

 
21.1

Product development. Product development expenses increased by $2.1 million during the three months ended March 31, 2015 as compared to the same period in 2014. This change was primarily attributable to an increase of $1.6 million in personnel expenses in order to support our strategy of developing, launching and improving our new and existing solutions; an increase in technology and facility expenses of $0.3 million; and the reversal of capitalized development costs totaling $0.6 million related to changes in the underlying projects. These increases were partially offset by a decrease in expenses related to consulting and other professional services of $0.3 million and a decrease in travel related expenditures of $0.1 million.

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Three Months Ended March 31,
 
 
 
 
 
 
 
 
 
2015
 
2014
 
Change
 
% Change
 
 
 
 
 
 
 
 
 
(in thousands)
Sales and marketing
 
 
 
 
 
 
 
 
$
21,897

 
$
19,549

 
$
2,348

 
12.0
 %
Stock-based compensation
 
 
 
 
 
 
 
 
3,789

 
3,143

 
646

 
20.6

Depreciation and amortization
 
 
 
 
 
 
 
 
3,265

 
3,299

 
(34
)
 
(1.0
)
Total sales and marketing expense
 
 
 
 
 
 
 
 
$
28,951

 
$
25,991

 
$
2,960

 
11.4

Sales and marketing. The increase in sales and marketing expense for the three months ended March 31, 2015 as compared to the same period in 2014 was primarily due to an increase of $2.7 million in personnel expenses, consistent with our efforts to expand and invest in our sales force; increases in information technology expense of $0.6 million and in consulting and other professional services expense of $0.1 million to support those sales efforts; and an increase in bad debt expense of $0.6 million. These increases were partially offset by a decrease in SEO and SEM activity of $1.3 million, consistent with our focus on increasing the efficiency of certain business functions, and a decrease in travel related expenditures of $0.4 million.
 
 
 
 
 
 
 
 
 
Three Months Ended March 31,
 
 
 
 
 
 
 
 
 
2015
 
2014
 
Change
 
% Change
 
 
 
 
 
 
 
 
 
(in thousands)
General and administrative
 
 
 
 
 
 
 
 
$
14,987

 
$
16,886

 
$
(1,899
)
 
(11.2
)%
Stock-based compensation
 
 
 
 
 
 
 
 
3,005

 
3,163

 
(158
)
 
(5.0
)
Depreciation
 
 
 
 
 
 
 
 
871

 
880

 
(9
)
 
(1.0
)
Total general and administrative expense
$
18,863

 
$
20,929

 
$
(2,066
)
 
(9.9
)
General and administrative. General and administrative expenses decreased by $1.9 million for the three months ended March 31, 2015 as compared to the same period in 2014. This decrease was primarily attributable to a decrease in legal expense of $5.2 million, the majority of which is related to one-time litigation and settlement costs incurred in the first quarter of 2014, as well as a decrease in travel related expenditures of $0.2 million. These decreases were partially offset by expenditures to improve our capacity and ability to scale operations and investments in infrastructure necessary to support the growth of our global operations and improve the efficiency of our internal systems and management tools. These include a $2.3 million increase in personnel related expenses; an increase in technology and facility related expenses of $0.3 million; and an increase in consulting and other professional services expense of $0.2 million. Other offsetting increases were due to the impairment of an indefinite-lived intangible asset in the amount of $0.5 million and expense related to fair value adjustments of our acquisition-related liabilities of $0.2 million.
Interest Expense and Other, Net
The increase in interest expense and other, net for the three months ended March 31, 2015, as compared to the same period in 2014, was primarily due to an increase in expense related to the amortization of our debt origination costs and an increase in the balance on our revolving facility credit during the period in 2015 as compared to 2014.
Provision for Taxes
We compute our provision for income taxes on a quarterly basis by applying the estimated annual effective tax rate to income from recurring operations and other taxable income. Our effective income tax rate was 51.4% and 37.9% for the three months ended March 31, 2015 and 2014, respectively. Our effective tax rate fluctuated from the statutory rate predominantly due to a mix of earnings among various tax jurisdictions; state taxes; and permanent differences, including stock compensation and the non-deductibility of contingent consideration related to acquisitions completed in prior years, in relation to our results of operations before income taxes.
Reconciliation of Non-GAAP Financial Measures
The following provides a reconciliation of on demand revenue to non-GAAP on demand revenue, our most directly comparable GAAP financial measure: 

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Three Months Ended 
 March 31,
 
 
 
 
 
2015
 
2014
 
 
 
 
 
(in thousands)
On demand revenue
 
 
 
 
$
106,460

 
$
97,008

Acquisition-related and other deferred revenue adjustments
 
 
 
 
(466
)
 
1,324

Non-GAAP on demand revenue
 
 
 
 
$
105,994

 
$
98,332

The following provides a reconciliation of net loss to Adjusted EBITDA:
 
 
 
 
 
Three Months Ended 
 March 31,
 
 
 
 
 
2015
 
2014
 
 
 
 
 
(in thousands)
Net loss
 
 
 
 
$
(1,608
)
 
$
(836
)
Acquisition-related and other deferred revenue adjustments
 
 
 
 
(466
)
 
1,324

Depreciation, asset impairment and loss on sale of assets
 
 
 
 
6,150

 
4,209

Amortization of intangible assets
 
 
 
 
5,580

 
5,315

Interest expense, net
 
 
 
 
267

 
224

Income tax benefit
 
 
 
 
(1,704
)
 
(511
)
Litigation related expense
 
 
 
 
2

 
4,677

Stock-based compensation expense
 
 
 
 
10,747

 
9,225

Acquisition-related expense
 
 
 
 
1,092

 
881

Adjusted EBITDA
 
 
 
 
$
20,060

 
$
24,508

Our Adjusted EBITDA decreased from approximately $24.5 million for the three months ended March 31, 2014 to approximately $20.1 million for the three months ended March 31, 2015. Items which had a significant impact on the change in Adjusted EBITDA between the periods are discussed below.
The net loss for the three months ended March 31, 2015 increased as compared to the same period in 2014. This the result of an increase in revenue of $9.9 million, which was offset by increased sales and marketing and product development expenditures. These increased expenditures were directly related to the implementation of our strategies to grow our sales force, continue to develop new and existing software solutions and introduce these into the marketplace and to continue to invest in our on demand delivery and data infrastructure.
Acquisition-related and other deferred revenue adjustments decreased by $1.8 million for the three months ended March 31, 2015 as compared to the same period in 2014 due to the resolution of portions of deferred revenue written down for GAAP purposes under purchase accounting rules and revenue deferred due to a lack of historical experience in determining the settlement of the underlying contractual obligations.
Deprecation, asset impairment and loss on the sale of assets increased by $1.9 million for the three months ended March 31, 2015 as compared to the same period in 2014 due to the recognition of the impairment of an indefinite-lived intangible asset in the amount of $0.5 million, the reversal of capitalized development costs totaling $0.6 million related to changes in the underlying projects and an increase in depreciation expense of $0.8 million.
Income tax benefit increased by $1.2 million for the three months ended March 31, 2015 as compared to the same period in 2014. This change is primarily due to the increase in the net loss between the two periods and due to an increase in our effective tax rate, which increased from 37.9% for the three months ended March 31, 2014 to 51.4% for the three months ended March 31, 2015. Our effective tax rate fluctuated from the statutory rate predominantly due to a mix of earnings among various international tax jurisdictions; state taxes; and permanent differences, including stock compensation and the non-deductibility of contingent consideration related to acquisitions completed in prior years, in relation to our results of operations before income taxes.
Litigation related expense decreased by $4.7 million for the three months ended March 31, 2015 as compared to the same period in 2014. This decrease was primarily due to one-time litigation and settlement costs incurred in the first quarter of 2014.
Stock-based compensation expense increased by $1.5 million for the three months ended March 31, 2015 as compared to the same period in 2014 primarily due to an increase in award grants vesting during the first quarter of 2015 as compared to the first quarter of 2014 and additional expense in 2015 related to market-based awards granted subsequent to March 31, 2014.


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Liquidity and Capital Resources
Our primary sources of liquidity as of March 31, 2015 consisted of $27.8 million of cash and cash equivalents, $185.0 million available under our revolving line of credit and $41.7 million of current assets less current liabilities (excluding $27.8 million of cash and cash equivalents and $72.2 million of deferred revenue).
Our principal uses of liquidity have been to fund our operations, working capital requirements, capital expenditures and acquisitions and to service our debt obligations. We expect that working capital requirements, capital expenditures, acquisitions and share repurchases will continue to be our principal needs for liquidity over the near term. In addition, we have made several acquisitions in which a portion of the cash purchase price is payable at various times through 2016. We expect to fund these obligations from cash provided by operating activities or, in some cases, the issuance of shares of our common stock at our election.
We believe that our existing cash and cash equivalents, working capital (excluding deferred revenue and cash and cash equivalents) and our cash flows from operations are sufficient to fund our operations, working capital requirements, planned capital expenditures and to service our debt obligations for at least the next twelve months. Our future working capital requirements will depend on many factors, including our rate of revenue growth, the timing and size of acquisitions, the expansion of our sales and marketing activities, the timing and extent of spending to support product development efforts, the timing of introductions of new solutions and enhancements to existing solutions and the continuing market acceptance of our solutions. We may enter into acquisitions of complementary businesses, applications or technologies in the future, which could require us to seek additional equity or debt financing. Additional funds may not be available on terms favorable to us, or at all.
As of December 31, 2014, we had federal and state net operating loss carryforwards of $183.8 million and $7.3 million, respectively. These carryforwards may be available to offset potential payments of future federal and state income tax liabilities and, if unused, expire at various dates through 2033 for both federal and state income tax purposes.
The following table sets forth cash flow data for the periods indicated therein:
 
Three Months Ended 
 March 31,
 
2015
 
2014
 
(in thousands)
Net cash provided by operating activities
$
22,498

 
$
23,626

Net cash used in investing activities
(6,182
)
 
(14,441
)
Net cash used in financing activities
(15,301
)
 
(1,577
)
Net Cash Provided by Operating Activities
During the three months ended March 31, 2015, cash provided by operating activities consisted of a net loss of $1.6 million, net non-cash charges of $20.7 million and a net inflow of cash from changes in working capital of $3.4 million. Net non-cash charges to income primarily consisted of stock-based compensation expense of $10.7 million, depreciation and amortization expense of $10.6 million, losses on the disposal and impairment of assets totaling $1.1 million and acquisition-related contingent consideration expense of $0.4 million. These charges were partially offset by a deferred tax benefit of $2.1 million.
The net inflow of cash from changes in working capital during the three months ended March 31, 2015 was primarily attributable to a decrease in accounts receivable of $4.0 million, an increase in accounts payable and accrued expenses of $1.5 million and an increase in other current and long-term liabilities of $0.2 million. These inflows of cash were partially offset by an increase in prepaid expenses and other current and long-term assets of $1.1 million and a decrease in deferred revenue of $1.2 million.
Net Cash Used in Investing Activities
For the three months ended March 31, 2015, investing activities consisted of capital expenditures of $6.2 million related to investments in our technology infrastructure and in our Philippine and Indian operations to support our growth initiatives.
Net Cash Used in Financing Activities
Net cash used in financing activities was $15.3 million during the three months ended March 31, 2015 and consisted primarily of payments on our revolving line of credit, capital lease obligations and acquisition-related consideration of $6.3 million, purchases of common stock under the stock repurchase program of $7.9 million and net payments of $1.1 million related to activity in our stock-based compensation plans.
Contractual Obligations, Commitments and Contingencies
Contractual Obligations

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Our contractual obligations relate primarily to borrowings and interest payments under credit facilities, capital leases, operating leases and purchase obligations. There have been no material changes outside normal operations in our contractual obligations from our disclosures within our Form 10-K.
Long-Term Debt Obligations
On September 30, 2014, we entered into a new agreement for a secured revolving credit facility to refinance our outstanding revolving loans. The new credit facility provides an aggregate principal amount of up to $200.0 million, with sublimits of $10.0 million for the issuance of letters of credit and for $20.0 million of swingline loans. The credit facility also allows us, subject to certain conditions, to request additional term loans or revolving commitments in an aggregate principal amount of up to $150.0 million, plus an amount that would not cause our consolidated net leverage ratio to exceed 3.25 to 1.00. Advances under the credit facility may be voluntarily prepaid and re-borrowed. At our option, the revolving loans accrue interest at a per annum rate equal to either LIBOR, plus a margin ranging from 1.25% to 1.75%, or the Base Rate, plus a margin ranging from 0.25% to 0.75%. The credit agreement permits, at our discretion, the use of one, two, three or six month LIBOR. The Base Rate is defined as the greater of Wells Fargo’s prime rate, the Federal Funds Rate plus 0.50% or one month LIBOR plus 1.00%. In each case the applicable margin is determined based upon our consolidated net leverage ratio. The interest is due and payable quarterly, in arrears, for loans bearing interest at the Base Rate and at the end of the applicable interest period in the case of loans bearing interest at the adjusted LIBOR rate. All outstanding principal and accrued and unpaid interest is due upon the credit facility's maturity on September 30, 2019. The credit facility is secured by substantially all of our assets, and certain of our existing and future material domestic subsidiaries are required to guaranty our obligations under the credit facility.
Our credit facility contains customary covenants, subject in each case to customary exceptions and qualifications, which limit our and certain of our subsidiaries’ ability to, among other things, incur additional indebtedness or guarantee indebtedness of others; create liens on our assets; enter into mergers or consolidations; dispose of assets; prepay certain indebtedness or make changes to our governing documents and certain of our agreements; pay dividends and make other distributions on our capital stock and redeem and repurchase our capital stock; make investments, including acquisitions; and enter into transactions with affiliates. Our credit facility additionally contains customary affirmative covenants. We are also required to comply with a maximum consolidated net leverage ratio and a minimum interest coverage ratio. The interest coverage ratio, which is a ratio of our four previous fiscal consecutive quarters' consolidated EBITDA to our interest expense, is not to be less than 3.00 to 1.00 as of the last day of any fiscal quarter. The consolidated net leverage ratio, which is the ratio of funded indebtedness on the last day of each fiscal quarter to the four previous consecutive fiscal quarters' consolidated EBITDA, is not to be greater than 3.50 to 1.00, provided that we can elect to increase the ratio to 3.75 to 1.00 for a specified period following a permitted acquisition. As of March 31, 2015, we were in compliance with the covenants under our credit facility.
The credit facility contains customary events of default, subject to customary cure periods for certain defaults, that include, among others, non-payment defaults, covenant defaults, material judgment defaults, bankruptcy and insolvency defaults, cross-defaults to certain other material indebtedness, defaults for non-compliance with the Employee Retirement Income Security Act ("ERISA"), inaccuracy of representations and warranties and a change in control default.
In the event of a default on our credit facility, the obligations under the credit facility could be accelerated, the applicable interest rate under the credit facility could be increased, the loan commitments could be terminated, our subsidiaries that have guaranteed the credit facility could be required to pay the obligations in full and our lenders would be permitted to exercise remedies with respect to all of the collateral that is securing the credit facility, including substantially all of our and our subsidiary guarantors’ assets. Any such default that is not cured or waived could have a material adverse effect on our liquidity and financial condition.
Share Repurchase Program
Our Board of Directors approved a $50.0 million initial share repurchase program during the second quarter of 2014 and continuing for a period of up to one year. During the three months ended March 31, 2015, we repurchased 401,443 shares of our common stock at a weighted average cost of $19.79 per share and a total cost of approximately $7.9 million. In May 2015, the Company announced that its board of directors approved an extension of its ongoing stock repurchase program through May 6, 2016, permitting the purchase of up to $50.0 million of its common stock over the extended one-year period. During the periods covered by the table, no determination was made by us to terminate or suspend the stock repurchase program.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet financing arrangements and we do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Item 3. Quantitative and Qualitative Disclosures About Market Risk

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Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in interest rates. We do not hold or issue financial instruments for trading purposes.
We had cash and cash equivalents of $27.8 million and $26.9 million at March 31, 2015 and December 31, 2014, respectively.
We hold cash and cash equivalents for working capital purposes. We do not have material exposure to market risk with respect to investments, as our investments consist primarily of highly liquid investments purchased with original maturities of three months or less. We do not use derivative financial instruments for speculative or trading purposes; however, we may adopt specific hedging strategies in the future. Any declines in interest rates, however, will reduce future interest income.
We had $15.0 million and $20.0 million outstanding under our revolving credit facility at March 31, 2015 and December 31, 2014, respectively. The interest on this debt is variable and adjusted periodically based on the three-month LIBOR rate. If the LIBOR and