Annual report pursuant to Section 13 and 15(d)

Income Taxes

v3.10.0.1
Income Taxes
12 Months Ended
Dec. 31, 2018
Income Tax Disclosure [Abstract]  
Income Taxes
Income Taxes
The domestic and foreign components of income before income taxes were as follows:
 
 
Year Ended December 31,
 
 
2018
 
2017
 
2016
 
 
(in thousands)
Domestic
 
$
32,190

 
$
12,424

 
$
23,817

Foreign
 
2,110

 
2,817

 
3,669

Total
 
$
34,300

 
$
15,241

 
$
27,486


Our income tax expense consisted of the following components:
 
 
Year Ended December 31,
 
 
2018
 
2017
 
2016
 
 
(in thousands)
Current:
 
 
 
 
 
 
Federal
 
$
666

 
$
36

 
$
401

State
 
295

 
578

 
756

Foreign
 
738

 
313

 
449

Total current income tax expense
 
1,699

 
927

 
1,606

Deferred:
 
 
 
 
 
 
Federal
 
(1,543
)
 
14,620

 
9,055

State
 
(255
)
 
(900
)
 
235

Foreign
 
(326
)
 
217

 
(60
)
Total deferred income tax (benefit) expense
 
(2,124
)
 
13,937

 
9,230

Total income tax expense
 
$
(425
)
 
$
14,864

 
$
10,836


The reconciliation of our income tax expense computed at the U.S. federal statutory tax rate to the actual income tax expense is as follows:
 
 
Year Ended December 31,
 
 
2018
 
2017
 
2016
 
 
(in thousands)
Expense derived by applying the Federal income tax rate to income before income taxes
 
$
7,203

 
$
5,335

 
$
9,620

State income tax, net of federal benefit
 
(204
)
 
135

 
735

Foreign income tax
 
26

 
(631
)
 
(922
)
Change in valuation allowance
 
734

 

 

Nondeductible expenses
 
2,187

 
1,606

 
545

Fair value adjustment on stock acquisition
 
33

 
(17
)
 
150

Stock-based expense
 
(11,788
)
 
(19,080
)
 
285

Reduction in available Federal NOL
 

 

 
255

Federal income tax rate reduction
 

 
25,070

 

Deemed repatriation of foreign earnings
 

 
2,211

 

Base erosion and anti-abuse tax
 
1,117

 

 

Other
 
267

 
235

 
168

Total income tax expense
 
$
(425
)
 
$
14,864

 
$
10,836


Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of our assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets and liabilities are as follows:
 
 
December 31,
 
 
2018
 
2017
 
 
(in thousands)
Deferred tax assets:
 
 
 
 
Reserves, deferred revenue and accrued liabilities
 
$
17,120

 
$
16,443

Stock-based expense
 
8,408

 
8,912

Net operating loss carryforwards and tax credits
 
56,210

 
42,119

Deferred tax assets before valuation allowance
 
81,738

 
67,474

Valuation allowance
 
(1,251
)
 
(517
)
Total deferred tax assets, net of valuation allowance
 
80,487

 
66,957

Deferred tax liabilities:
 
 
 
 
Property, equipment, and software
 
(16,810
)
 
(15,378
)
Intangible assets
 
(13,580
)
 
(3,940
)
Other
 
(7,495
)
 
(2,752
)
  Total deferred tax liabilities
 
(37,885
)
 
(22,070
)
   Net deferred tax assets
 
$
42,602

 
$
44,887


In connection with our adoption of ASU 2014-09, as amended, in January 2018, we recognized additional net deferred tax liabilities of $0.8 million.
The acquisition of the stock of ClickPay Services, Inc. in April 2018 resulted in an additional net deferred tax liability of approximately $4.9 million comprising additional deferred tax assets from federal NOLs of $0.9 million and deferred tax liabilities from intangible assets of $5.8 million.
The acquisition of the stock of Rentlytics, Inc. in October 2018 resulted in an additional net deferred tax asset of approximately $1.0 million comprising additional deferred tax assets from federal NOLs of $3.7 million and deferred tax liabilities from intangible assets of $2.7 million.
The acquisition of the stock of PEX Software Ltd and its subsidiary PEX Australia Ltd in October 2017 resulted in an additional net deferred tax liability of approximately $0.1 million.
The acquisition of the stock of an On-Site subsidiary, in connection with the acquisition of certain discrete assets of On-Site Manager, Inc. in September 2017, resulted in additional deferred tax liabilities of $1.2 million, primarily related to intangible assets.
On December 22, 2017, the Tax Reform Act was signed into law making significant changes to the Internal Revenue Code. Changes included, but were not limited to, a federal corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. As a result of the Tax Reform Act, we recorded $25.1 million of additional income tax expense in the fourth quarter of 2017, the period in which the legislation was enacted, to reduce the carrying value of our net deferred tax assets to reflect the lower U.S. federal corporate tax rate. We also recognized tax expense of $2.2 million as a result of the deemed repatriation of foreign earnings.
Also on December 22, 2017, the SEC issued Staff Accounting Bulletin No. 118 ("SAB 118") to address the application of US GAAP in situations where a registrant did not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Reform Act. In accordance with SAB 118, we determined in 2017 that the $25.1 million of deferred tax expense recorded in connection with the remeasurement of our net deferred tax assets and the $2.2 million of tax expense recorded in connection with the transition tax on the mandatory deemed repatriation of foreign earnings were provisional amounts and were reasonable estimates at December 31, 2017. In 2018, we completed our assessment of the effects of the adoption of the Tax Reform Act. There were no material changes to our original estimates.
Because of the deemed repatriation discussed above, all of our estimated foreign earnings have been subjected to U.S. federal income tax. Foreign earnings generated after December 31, 2017, that are distributed to RealPage, Inc. as a dividend will receive a 100% dividends received deduction for federal income tax purposes, subject to certain limitations under Subpart F income and new global intangible low-taxed income (“GILTI”) regulations. We provide for the tax expense related to GILTI in the year the tax is incurred as a period expense. We received no dividends from our foreign subsidiaries during 2018.
We periodically evaluate the realizability of our deferred tax assets. If we determine that it is more likely than not that all or a portion of such assets are not realizable, we provide a valuation allowance against the assets. The determination of the level of valuation allowance, if any, required at any time is based on a forecast of future taxable income that includes many judgments and assumptions. Accordingly, it is at least reasonably possible that future changes in one or more assumptions may lead to a change in judgment regarding the level of valuation allowance required in future periods. In 2017, we recognized a $0.3 million valuation allowance against our state NOLs in connection with the adoption of ASU 2016-09, as discussed above, and recorded an additional valuation allowance of $0.2 million against the NOLs of one of our foreign subsidiaries. In 2018, we recorded an additional valuation allowance of $0.8 million against certain deferred tax assets associated with a portion of our stock compensation expense. We believe the realization of such assets in the future may be constrained by Internal Revenue Code Section 162(m) limitations on the deductibility of executive compensation when the underlying restricted shares vest.
As of December 31, 2018, our tax-effected federal, state, and international NOL carryforwards of $49.9 million, $5.0 million, and $0.1 million, respectively, and our combined federal, state and international tax credits of $1.2 million comprise a major component of our deferred tax assets. If not used, the underlying gross federal NOLs totaling $237.6 million will begin to expire in 2024 and the underlying state NOLs totaling $81.2 million will begin to expire in 2019, with approximately $2.1 million expiring in the next five years. Approximately $0.1 million of our credits expire in 2026, and the balance has no expiration date. Approximately $0.7 million of our tax credits will be fully realizable by 2021.
Net operating losses that we have generated are not currently subject to the Section 382 limitation; however, $52.7 million of net operating losses generated by our subsidiaries prior to our acquisition of them are subject to the Section 382 limitation. The limitation on these pre-acquisition net operating loss carryforwards will fully expire in 2037. A cumulative change in ownership among material shareholders, as defined in Section 382 of the Internal Revenue Code, during a three year period also may limit utilization of the federal net operating loss carryforwards.
As a result of our adoption of ASU 2016-09, we began to account for all excess tax benefits and deficits arising from current period stock transactions as part of our income tax provision effective January 1, 2017. During the years ended December 31, 2018 and 2017, our tax provision was reduced by approximately $11.8 million and $19.1 million, respectively, as a result of excess stock compensation deductions from the vesting of restricted stock and the exercise of stock options during the year. Prior to the adoption of ASU 2016-09, we used the “with-and-without” method, as described in ASC 740, for purposes of determining when excess tax benefits had been realized. In 2016, we recognized excess stock compensation benefits from NOLs of $3.1 million, and these benefits were recognized as additions to paid-in capital and, thus, did not benefit our tax provision for those years.
Our subsidiary in Hyderabad, India benefited from a tax holiday granted under the Software Technology Parks of India program that began upon commencement of business operations in 2008 and continued through March 31, 2011. During this holiday period, we were required to pay a minimum alternative tax which was available to reduce our post-holiday tax liability. Effective July 8, 2013, this subsidiary began to benefit from a tax holiday under the Special Economic Zone program. This benefit was initially granted for a five years period and applies to a portion of our operations in this location. The benefit was reduced from a 100% tax holiday to a 50% tax holiday in April 2018. As a result of this tax holiday, the Company realized tax savings of $0.1 million, $0.4 million, and $0.2 million for the years ended December 31, 2018, 2017, and 2016, respectively.
Our subsidiary in Manila, Philippines has benefited from Philippines income tax holiday incentives pursuant to registration with the Philippine Economic Zone Authority (“PEZA”). At various times, we have had up to four PEZA projects that qualified for tax holiday status. As of September 30, 2018, the tax holidays on all but one project have expired. Tax savings realized under the Philippine tax holiday incentives were $0.3 million, $0.2 million, and $0.4 million for the years ended December 31, 2018, 2017, and 2016, respectively.
Uncertain Tax Positions
At December 31, 2018 and 2017, we had no unrecognized tax benefits. Our policy is to include interest and penalties related to unrecognized income tax benefits in income tax expense, and as of December 31, 2018 and 2017, there were no accrued interest and penalties.
We file consolidated and separate tax returns in the U.S. federal jurisdiction and six foreign jurisdictions. We are no longer subject to U.S. federal income tax examinations for years before 2015 and are no longer subject to state and local income tax examinations by tax authorities for years before 2014; however, net operating losses from all years continue to be subject to examinations and adjustments for at least three years following the year in which the attributes are used.
Our subsidiary, RealPage India Private Limited (“RealPage India”), is currently undergoing an income tax examination for the fiscal years beginning April 1, 2011, April 1, 2012, and April 1, 2013. The India income tax authorities have assessed RealPage India additional tax and interest of $0.9 million as a result of these examinations. We believe the assessments are incorrect and have appealed the decisions to the India Commissioner of Income Tax.