Attached files
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8-K/A - FORM 8-K/A - RealPage, Inc. | c23636e8vkza.htm |
EX-23.1 - EXHIBIT 23.1 - RealPage, Inc. | c23636exv23w1.htm |
EX-99.1 - EXHIBIT 99.1 - RealPage, Inc. | c23636exv99w1.htm |
Exhibit 99.2
UNAUDITED COMBINED CONDENSED PRO FORMA FINANCIAL INFORMATION
On August 24, 2011, RealPage, Inc. (RealPage) completed its previously announced acquisition
of Multifamily Technology Solutions, Inc., a Delaware corporation (MTS) pursuant to an Agreement
and Plan of Merger (the Merger Agreement) among RealPage, RP Newco IV Inc., a newly-formed
Delaware corporation and wholly owned subsidiary of RealPage, MTS and Shareholder Representative
Services LLC, a Colorado limited liability company, as the representative of MTS stockholders (the
MTS Stockholders). Pursuant to the Merger Agreement and subject to the conditions set forth
therein, Merger Sub merged with and into MTS (the Merger), and MTS continued as the surviving
corporation of the Merger and a wholly owned subsidiary of RealPage. MTS will be operating under
the name MyNewPlace. The purchase price was $73.1 million, net of cash acquired, which consisted of
the following: a cash payment of $62.1 million, net of cash acquired, which
includes $14.0 million held in escrow;
$6.3 million in the fair value of restricted common stock;
$1.1 million in the fair value of a put option on the restricted
common shares, in which, if the average market price of Realpage
common stock falls below an established threshold upon vesting,
RealPage will pay, in cash, the difference between the average market
price and the established threshold; and $3.6 million in the fair value of the assumed MTS
stock options exercisable for shares of RealPage common stock. The acquisition of MTS adds a
pay-for-performance Internet listing service, expands our suite of SAAS lead generation and
management tools and service delivery capabilities and gives us a team of individuals with a deep
knowledge of consumer Internet marketing. When combined with our other sales and marketing
software products and services, we believe MTS will contribute to RealPages solutions that enable
property owners and managers to more efficiently manage multichannel marketing activities.
We have derived the following unaudited combined condensed pro forma financial information by
applying pro forma adjustments to the historical consolidated financial statements of the Company,
included in our June 30, 2011 Quarterly Report filed on Form 10-Q with the Securities and Exchange
Commission on August 9, 2011. The December 31, 2010 and the three and six months ended June 30,
2011 unaudited combined condensed pro forma statements of income, as adjusted, give pro forma
effect to the acquisition of MTS as if the transaction occurred at the beginning of the year
presented. The unaudited combined condensed pro forma balance sheet as of June 30, 2011 gives pro
forma effect to this acquisition as if it occurred on June 30, 2011. We collectively refer to the
adjustments relating to the acquisition as the Acquisition Adjustments. We have described the
adjustments, which are based upon available information and upon assumptions that management
believes to be reasonable, in the accompanying notes. The unaudited combined condensed pro forma
financial information is for informational purposes only and should not be considered indicative of
actual results that would have been achieved had the acquisitions actually been consummated on the
dates indicated and does not purport to be indicative of results of operations as of any future
date or for any future period.
The unaudited combined condensed pro forma financial information reflects that we recorded the
acquisitions under our business combinations accounting policy. Under this policy, the total
preliminary purchase price for MTS was allocated to the preliminary net tangible and intangible
assets based upon their preliminary fair values. With the acquisition of MTS, we expect to add an
Internet listing service for rental properties, expand our syndication and lead generation
capabilities and increase our customer base. These factors contributed to a purchase price in
excess of the fair value of the MTS net tangible and intangible assets acquired, and as a result,
the Company has recorded goodwill in connection with this transaction. The excess of the
preliminary purchase price over the preliminary net tangible assets and preliminary intangible
assets was recorded as goodwill. The preliminary allocation of the purchase price was based upon a
preliminary valuation and the Companys estimates and assumptions are subject to change within the
measurement period. The Company expects the allocation of the purchase price to be final in the
fourth quarter of 2011.
You should read our unaudited combined condensed pro forma financial information and the
related notes in conjunction with Managements Discussion and Analysis of Financial Condition and
Results of Operations and our historical consolidated financial statements in our Annual Report on
Form 10-K filed with the SEC on February 28, 2011 and related notes and the financial statements
and related notes for MTS included as Exhibit 99.1 in this Current Report on form 8-K/A.
The fair value adjustment
for the put option on the restricted common shares was not significant for the period presented.
UNAUDITED COMBINED CONDENSED PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended December 31, 2010
(in thousands, except per share data)
(in thousands, except per share data)
Pro Forma | ||||||||||||||||
Acquisition | ||||||||||||||||
RealPage, Inc.(1) | MTS(2) | Adjustments | Combined(3) | |||||||||||||
Revenue |
$ | 188,274 | $ | 16,773 | $ | | $ | 205,047 | ||||||||
Cost of revenue |
79,044 | 8,282 | 990 | (4) | 88,316 | |||||||||||
Product development |
36,922 | 3,879 | 572 | (4) | 41,373 | |||||||||||
Sales and marketing |
37,693 | 3,098 | 109 | (4) | 40,900 | |||||||||||
General and administrative |
28,328 | 2,652 | (89 | )(4) | 30,891 | |||||||||||
Interest expense and other, net |
(5,501 | ) | (199 | ) | 199 | (5) | (5,501 | ) | ||||||||
Income (loss) before income taxes |
786 | (1,337 | ) | (1,383 | ) | (1,934 | ) | |||||||||
Income tax expense (benefit) |
719 | | (1,088 | )(6) | (369 | ) | ||||||||||
Net income (loss) |
$ | 67 | $ | (1,337 | ) | $ | (295 | ) | $ | (1,565 | ) | |||||
Net loss available to common stockholders |
$ | (2,877 | ) | $ | (4,509 | ) | ||||||||||
Loss per share available to common stockholders: |
||||||||||||||||
Basic |
$ | (0.07 | ) | $ | (0.11 | ) | ||||||||||
Diluted |
$ | (0.07 | ) | $ | (0.11 | ) | ||||||||||
Shares used in computation of per share amounts |
||||||||||||||||
Basic |
39,737 | 39,737 | ||||||||||||||
Diluted |
39,737 | 39,737 |
(1) | Derived from the audited consolidated statement of operations for RealPage, Inc. for the year ended December 31, 2010. |
|
(2) | Derived from the audited consolidated statement of operations for MTS for the year ended December 31, 2010. |
|
(3) | We have presented our unaudited combined condensed pro forma statement of operations for the year ended December 31,
2010 as if the acquisition of MTS had been completed at the beginning of the period presented. As this acquisition
occurred in August 2011, there were no results from MTS reported in our consolidated statement of operations for the
year ended December 31, 2010. |
|
(4) | Entries to reflect additional amortization expense for MTS acquired identifiable intangible assets (using an
estimated useful life of three to ten years) and additional stock compensation expense for the period January 1, 2010
through December 31, 2010. |
|
(5) | Entry to reduce interest expense related to the elimination of debt for MTS for the period January 1, 2010 through
December 31, 2010. The fair value adjustment
for the put option on the restricted common shares was not significant for the period presented.
|
|
(6) | Adjustment represents the tax effect of the net adjustments to the pro forma financial statements as discussed above
based upon the Acquisition Adjustments and the historical results of operations of MTS, assuming an effective tax
rate of 40.0%. |
UNAUDITED COMBINED CONDENSED PRO FORMA STATEMENT OF OPERATIONS
For the Three Months Ended June 30, 2011
(in thousands, except per share data)
(in thousands, except per share data)
Pro Forma | ||||||||||||||||
Acquisition | ||||||||||||||||
RealPage, Inc.(1) | MTS(2) | Adjustments | Combined(3) | |||||||||||||
Revenue |
$ | 61,635 | $ | 4,359 | $ | | $ | 65,994 | ||||||||
Cost of revenue |
25,810 | 2,891 | 247 | (4) | 28,948 | |||||||||||
Product development |
10,537 | 1,227 | 65 | (4) | 11,829 | |||||||||||
Sales and marketing |
14,510 | 558 | 32 | (4) | 15,100 | |||||||||||
General and administrative |
9,574 | 711 | (22 | )(4) | 10,263 | |||||||||||
Interest expense and other, net |
(732 | ) | (36 | ) | 36 | (5) | (732 | ) | ||||||||
Income (loss) before income taxes |
472 | (1,064 | ) | (286 | ) | (878 | ) | |||||||||
Income tax expense (benefit) |
190 | | (540 | )(6) | (350 | ) | ||||||||||
Net income (loss) |
$ | 282 | $ | (1,064 | ) | $ | 254 | $ | (528 | ) | ||||||
Net income (loss) available to common stockholders |
$ | 282 | $ | (528 | ) | |||||||||||
Income (loss) per share available to common
stockholders: |
||||||||||||||||
Basic |
$ | 0.00 | $ | 0.01 | ||||||||||||
Diluted |
$ | 0.00 | $ | 0.01 | ||||||||||||
Shares used in computation of per share amounts |
||||||||||||||||
Basic |
68,673 | 68,673 | ||||||||||||||
Diluted |
72,012 | 68,673 |
(1) | Derived from the unaudited consolidated statement of operations for RealPage, Inc. for the three months ended
June 30, 2011. |
|
(2) | Derived from the unaudited consolidated statement of operations for MTS for the three months ended June 30, 2011. |
|
(3) | We have presented our unaudited combined condensed pro forma statement of operations for the three months ended
June 30, 2011 as if the acquisition of MTS had been completed at the beginning of the period presented. As this
acquisition occurred in August 2011, there were no results from MTS reported in our consolidated statement of
operations for the three months ended June 30, 2011. |
|
(4) | Entries to record additional amortization expense for MTS acquired identifiable intangible assets (using an
estimated useful life of three to ten years) and additional stock compensation expense for the period April 1,
2011 through June 30, 2011. |
|
(5) | Entry to reduce interest expense related to the elimination of debt for MTS for the period April 1, 2011 through
June 30, 2011. The fair value adjustment
for the put option on the restricted common shares was not significant for the period presented. |
|
(6) | Adjustment represents the tax effect of the net adjustments to the pro forma financial statements as discussed
above based upon the Acquisition Adjustments and the historical results of operations of MTS, assuming an
effective tax rate of 40.0%. |
UNAUDITED COMBINED CONDENSED PRO FORMA STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2011
(in thousands, except per share data)
(in thousands, except per share data)
Pro Forma | ||||||||||||||||
Acquisition | ||||||||||||||||
RealPage, Inc.(1) | MTS(2) | Adjustments | Combined(3) | |||||||||||||
Revenue |
$ | 119,183 | $ | 8,503 | $ | | $ | 127,686 | ||||||||
Cost of revenue |
50,493 | 5,576 | 493 | (4) | 56,562 | |||||||||||
Product development |
20,853 | 2,474 | 175 | (4) | 23,502 | |||||||||||
Sales and marketing |
27,304 | 1,149 | 61 | (4) | 28,514 | |||||||||||
General and administrative |
19,350 | 1,418 | (56 | )(4) | 20,712 | |||||||||||
Interest expense and other, net |
(1,898 | ) | (69 | ) | 69 | (5) | (1,898 | ) | ||||||||
Loss before income taxes |
(715 | ) | (2,183 | ) | (604 | ) | (3,502 | ) | ||||||||
Income tax benefit |
(349 | ) | | (1,115 | )(6) | (1,464 | ) | |||||||||
Net income
(loss) |
$ | (366 | ) | $ | (2,183 | ) | $ | 511 | $ | (2,038 | ) | |||||
Net loss available to common stockholders |
$ | (366 | ) | $ | (2,038 | ) | ||||||||||
Loss per share available to common stockholders: |
||||||||||||||||
Basic |
$ | (0.01 | ) | $ | (0.03 | ) | ||||||||||
Diluted |
$ | (0.01 | ) | $ | (0.03 | ) | ||||||||||
Shares used in computation of per share amounts |
||||||||||||||||
Basic |
67,741 | 67,741 | ||||||||||||||
Diluted |
67,741 | 67,741 |
(1) | Derived from the unaudited consolidated statement of operations for RealPage, Inc. for the six months ended June 30, 2011. |
|
(2) | Derived from the unaudited consolidated statement of operations for MTS for the six months ended June 30, 2011. |
|
(3) | We have presented our unaudited combined condensed pro forma statement of operations for the six months ended June 30,
2011 as if the acquisition MTS had been completed at the beginning of the period presented. As this acquisition occurred
in August 2011, there were no results from MTS reported in our consolidated statement of operations for the six months
ended June 30, 2011. |
|
(4) | Entries to reflect additional amortization expense for MTS acquired identifiable intangible assets (using an estimated
useful life of three to ten years) and additional stock compensation expense for the period January 1, 2011 through June
30, 2011. |
|
(5) | Entry to reduce interest expense related to the elimination of debt for MTS for the period January 1, 2011 through June
30, 2011. The fair value adjustment
for the put option on the restricted common shares was not significant for the period presented. |
|
(6) | Adjustment represents the tax effect of the net adjustments to the pro forma financial statements as discussed above
based upon the Acquisition Adjustments and the historical results of operations of MTS, assuming an effective tax rate of
40.0%. |
UNAUDITED COMBINED CONDENSED PRO FORMA BALANCE SHEET
June 30, 2011
(in thousands, except share amounts)
(in thousands, except share amounts)
Pro Forma | ||||||||||||||||
Acquisition | ||||||||||||||||
RealPage, Inc.(1) | MTS(2) | Adjustments | Combined(3) | |||||||||||||
Assets |
||||||||||||||||
Current assets: |
||||||||||||||||
Cash and cash equivalents |
$ | 111,985 | $ | 2,596 | $ | (64,744 | )(5) | $ | 49,837 | |||||||
Restricted cash |
15,909 | | | 15,909 | ||||||||||||
Accounts receivable, net |
33,612 | 2,866 | | 36,478 | ||||||||||||
Deferred tax asset, net of valuation |
1,539 | | 388 | (10) | 1,927 | |||||||||||
Other current assets |
8,207 | 434 | | 8,641 | ||||||||||||
Total current assets |
171,252 | 5,896 | (64,356 | ) | 112,792 | |||||||||||
Property and equipment, net |
23,607 | 1,558 | (1,129 | )(11) | 24,036 | |||||||||||
Goodwill |
87,163 | | 31,956 | (4) | 119,119 | |||||||||||
Identified intangible assets, net |
58,402 | | 54,680 | (6) | 113,082 | |||||||||||
Deferred tax asset, net of
valuation allowance |
18,079 | | (15,962 | )(10) | 2,117 | |||||||||||
Other assets |
2,673 | | | 2,673 | ||||||||||||
Total assets |
$ | 361,176 | $ | 7,454 | $ | 5,189 | $ | 373,819 | ||||||||
Liabilities and stockholders equity |
||||||||||||||||
Current liabilities: |
||||||||||||||||
Accounts payable |
$ | 7,381 | $ | 610 | $ | | $ | 7,991 | ||||||||
Accrued expenses and other current
liabilities |
22,699 | 1,110 | 520 | (8) | 24,329 | |||||||||||
Current portion of deferred revenue |
51,541 | | | 51,541 | ||||||||||||
Revolving credit facility |
| 1,220 | (1,220 | )(7) | | |||||||||||
Current portion of long-term debt |
10,781 | 951 | (951 | )(7) | 10,781 | |||||||||||
Customer deposits held in
restricted accounts |
15,833 | | | 15,833 | ||||||||||||
Total current liabilities |
108,235 | 3,891 | (1,651 | ) | 110,475 | |||||||||||
Deferred revenue |
8,778 | | | 8,778 | ||||||||||||
Long-term debt, less current portion |
49,867 | | 49,867 | |||||||||||||
Other long term liabilities |
5,258 | | 579 | (8) | 5,837 | |||||||||||
Total noncurrent liabilities |
63,903 | | 579 | 64,482 | ||||||||||||
Total liabilities |
172,138 | 3,891 | (1,072 | ) | 174,957 | |||||||||||
Convertible preferred stock |
| 28,398 | (28,398 | )(9) | | |||||||||||
Common stock |
71 | 1 | (1 | )(9) | 71 | |||||||||||
Additional paid-in capital |
280,530 | 729 | 9,095 | (9) | 290,354 | |||||||||||
Treasury stock |
(1,431 | ) | | | (1,431 | ) | ||||||||||
Retained earnings |
(90,096 | ) | (25,565 | ) | 25,565 | (9) | (90,096 | ) | ||||||||
Accumulated other comprehensive loss |
(36 | ) | | | (36 | ) | ||||||||||
Total stockholders equity |
189,038 | 3,563 | 6,261 | (9) | 198,862 | |||||||||||
Total liabilities and
stockholders equity |
$ | 361,176 | $ | 7,454 | $ | 5,189 | $ | 373,819 | ||||||||
(1) | Derived from the unaudited consolidated balance sheet for RealPage, Inc. at June 30, 2011. |
|
(2) | Derived from the unaudited consolidated balance sheet for MTS at June 30, 2011. |
|
(3) | We have presented our unaudited combined condensed pro forma balance sheet as of June 30, 2011 as if the acquisition of MTS had been completed on June 30, 2011. |
|
(4) | We have estimated the preliminary purchase price allocation in consideration of these proforma financial
statements as the final purchase price allocation has not been completed as of this filing. |
The preliminary purchase price allocation is as follows:
Purchase price calculation: |
||||
Cash paid, net of cash acquired |
$ | 48,163 | ||
Cash paid into escrow |
13,985 | |||
Fair value of restricted stock (a) |
6,264 | |||
Fair value
of assumed stock options (b) |
3,560 | |||
Fair value of put option liability on restricted stock (c) |
1,158 | |||
$ | 73,130 | |||
(a) | The fair value of restricted stock was based on the
current market price of RealPage, Inc.s stock
as of the date of acquisition. |
|
(b) | The fair value of the
portion of the assumed stock options where services had previously
been rendered was based on the remeasured fair value utilizing an
option pricing model. |
|
(c) | The fair value of the put
option liability was calculated utilizing an option pricing model. |
Allocation of purchase price: |
||||
Intangible assets |
||||
Developed product technologies |
2,280 | |||
Customer relationships |
27,600 | |||
Tradenames |
24,800 | |||
Goodwill |
31,956 | |||
Net deferred taxes |
(15,574 | ) | ||
Net other assets |
2,068 | |||
Total allocated purchase price |
$ | 73,130 | ||
(5) | Entry to reflect the gross cash payment, including escrow, of $64.7 million. |
|
(6) | Entry to reflect the acquisition of intangible assets from the acquisition of MTS, as shown in (4) above. |
|
(7) | Entries to reflect the elimination of MTSs revolving credit facility and other debt which were paid by
former MTS shareholders with proceeds from the acquisition. |
|
(8) | Entries to reflect the
establishment of the fair value of put option liability on restricted stock. |
|
(9) | Entries to reflect the elimination of MTSs historical shareholders equity of $3.6 million and the
issuance of restricted stock of RealPage, Inc. at an estimated fair value of $6.3 million. |
|
(10) | Entry to reflect the impact
of the net deferred taxes created upon acquisition of intangible
assets, assumption of NOLs and assessment of valuation allowance. |
|
(11) | Entry to reflect the elimination of software development cost previously capitalized by MTS, which has
been included in the fair value of developed technologies in (4). |