APPFOLIO INC 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm 45 Consolidated Balance Sheets 47 Consolidated Statements of Operations 48 Consolidated Statements of Comprehensive Income 49 Consolidated Statements of Stockholders' Equity 50 Consolidated Statements of Cash Flows 51 Notes to Consolidated Financial Statements 53 The supplementary financial information required by this Item 8 is included in Item 7 of this Annual Report in the section entitled "Quarterly Results of Operations." 44 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of AppFolio, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of AppFolio, Inc. and its subsidiaries (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of operations, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2020, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Changes in Accounting Principles As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019 and the manner in which it accounts for revenue from contracts with customers in 2018. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. 45 Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Uncertain Tax Positions As described in Notes 2 and 14 to the consolidated financial statements, the Company has recorded reserves for unrecognized tax benefits from uncertain tax positions of $6.1 million as of December 31, 2020. Judgment is required to measure the amount of tax benefits that can be recognized associated with uncertain tax positions. Management recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized. The principal considerations for our determination that performing procedures relating to uncertain tax positions is a critical audit matter are (i) the significant judgment by management when determining uncertain tax positions and measuring the amount of reserve required to be recognized, (ii) the significant auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s identification of uncertain tax positions and measurement of the amount of tax benefits recognized associated with uncertain tax positions, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the identification and recognition of the reserves for uncertain tax positions. These procedures also included, among others (i) evaluating management’s process for identifying uncertain tax positions and measuring the amount of the reserve required, (ii) testing the completeness of management’s assessment of the identification of uncertain tax positions, and (iii) testing the reasonableness of management’s assessment of the technical merits of the tax positions and estimates of the amount of tax benefit expected to be realized . Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s uncertain tax positions related to the application of relevant tax laws. /s/ PricewaterhouseCoopers LLP Los Angeles, California March 1, 2021 We have served as the Company’s auditor since 2012. 46 APPFOLIO, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except par values) December 31, 2020 2019 Assets Current assets Cash and cash equivalents $ 140,263 $ 15,813 Investment securities—current 28,256 22,876 Accounts receivable, net 10,057 7,562 Prepaid expenses and other current assets 20,777 15,540 Total current assets 199,353 61,791 Investment securities—noncurrent 6,770 12,089 Property and equipment, net 26,439 14,744 Operating lease right-of-use assets 30,561 27,803 Capitalized software development costs, net 35,459 30,023 Goodwill 56,147 58,425 Intangible assets, net 16,357 21,377 Deferred taxes 12,181 27,574 Other long-term assets 6,213 6,276 Total assets $ 389,480 $ 260,102 Liabilities and Stockholders’ Equity Current liabilities Accounts payable $ 1,040 $ 1,927 Accrued employee expenses 18,888 17,758 Accrued expenses 14,069 10,833 Deferred revenue 2,262 4,600 Income tax payable 9,095 — Other current liabilities 4,451 11,139 Term loan, net—current portion — 1,208 Total current liabilities 49,805 47,465 Operating lease liabilities 40,146 33,312 Term loan, net — 47,375 Deferred taxes 13,609 — Total liabilities 103,560 128,152 Commitments and contingencies (Note 11) Stockholders’ equity: Preferred stock, $ 0.0001 par value, 25,000 shares authorized and no shares issued and outstanding as of December 31, 2020 and December 31, 2019 — — Class A common stock, $ 0.0001 par value, 250,000 shares authorized as of December 31, 2020 and December 31, 2019; 19,148 and 16,923 shares issued as of December 31, 2020 and December 31, 2019, respectively; 18,729 and 16,552 shares outstanding as of December 31, 2020 and December 31, 2019, respectively 2 2 Class B common stock, $ 0.0001 par value, 50,000 shares authorized as of December 31, 2020 and December 31, 2019; 15,659 and 17,594 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively 2 2 Additional paid-in capital 161,247 161,509 Accumulated other comprehensive income 56 33 Treasury stock, at cost, 419 and 371 shares of Class A common stock as of December 31, 2020 and December 31, 2019, respectively ( 25,756 ) ( 21,562 ) Retained earnings (accumulated deficit) 150,369 ( 8,034 ) Total stockholders’ equity 285,920 131,950 Total liabilities and stockholders’ equity $ 389,480 $ 260,102 The accompanying notes to the Consolidated Financial Statements are an integral part of these statements. 47 APPFOLIO, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) Year Ended December 31, 2020 2019 2018 Revenue $ 310,056 $ 256,012 $ 190,071 Costs and operating expenses: Cost of revenue (exclusive of depreciation and amortization) 119,029 101,642 73,549 Sales and marketing 58,445 51,528 33,288 Research and product development 48,529 39,508 24,111 General and administrative 47,480 34,478 24,891 Depreciation and amortization 26,790 22,395 14,576 Total costs and operating expenses 300,273 249,551 170,415 Income from operations 9,783 6,461 19,656 Other income (expense), net 188,897 16 ( 56 ) Interest (expense) income, net ( 1,849 ) ( 1,654 ) 787 Income before provision for (benefit from) income taxes 196,831 4,823 20,387 Provision for (benefit from) income taxes 38,428 ( 31,459 ) 420 Net income $ 158,403 $ 36,282 $ 19,967 Net income per common share: Basic $ 4.62 $ 1.07 $ 0.59 Diluted $ 4.44 $ 1.02 $ 0.56 Weighted average common shares outstanding: Basic 34,264 34,016 34,128 Diluted 35,713 35,567 35,562 The accompanying notes to the Consolidated Financial Statements are an integral part of these statements. 48 APPFOLIO, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) Year Ended December 31, 2020 2019 2018 Net income $ 158,403 $ 36,282 $ 19,967 Other comprehensive income: Changes in unrealized gains on investment securities 23 211 31 Comprehensive income $ 158,426 $ 36,493 $ 19,998 The accompanying notes to the Consolidated Financial Statements are an integral part of these statements. 49 APPFOLIO, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (in thousands) Accumulated Retained Additional Other Earnings/ Common Stock Common Stock Paid-in Comprehensive Treasury (Accumulated Class A Class B Capital Income (Loss) Stock Deficit) Total Shares Amount Shares Amount Balance at December 31, 2017 14,879 $ 1 19,102 $ 3 $ 152,531 $ ( 209 ) $ — $ ( 67,247 ) $ 85,079 Exercise of stock options 170 — — — 1,035 — — — 1,035 Stock-based compensation — — — — 7,187 — — — 7,187 Vesting of restricted stock units, net of shares withheld for taxes 113 — — — ( 2,890 ) — — — ( 2,890 ) Vesting of early exercised shares — — — — 35 — — — 35 Conversion of Class B stock to Class A stock 993 1 ( 993 ) ( 1 ) — — — — — Issuance of restricted stock awards 5 — — — — — — — — Other comprehensive income — — — — — 31 — — 31 Repurchase of common stock ( 371 ) — — — — — ( 21,562 ) — ( 21,562 ) Cumulative-effect adjustment resulting from adoption of ASU 2014-09 — — — — — — — 2,964 2,964 Net income — — — — — — — 19,967 19,967 Balance at December 31, 2018 15,789 2 18,109 2 157,898 ( 178 ) ( 21,562 ) ( 44,316 ) 91,846 Exercise of stock options 120 — — — 553 — — — 553 Stock-based compensation — — — — 8,985 — — — 8,985 Vesting of restricted stock units, net of shares withheld for taxes 123 — — — ( 5,933 ) — — — ( 5,933 ) Vesting of early exercised shares — — — — 6 — — — 6 Conversion of Class B stock to Class A stock 515 — ( 515 ) — — — — — — Issuance of restricted stock awards 5 — — — — — — — — Other comprehensive income — — — — — 211 — — 211 Net income — — — — — — — 36,282 36,282 Balance at December 31, 2019 16,552 2 17,594 2 161,509 33 ( 21,562 ) ( 8,034 ) 131,950 Exercise of stock options 106 — 13 — 822 — — — 822 Stock-based compensation — — — — 11,112 — — — 11,112 Vesting of restricted stock units, net of shares withheld for taxes 166 — — — ( 12,196 ) — — — ( 12,196 ) Conversion of Class B stock to Class A stock 1,948 — ( 1,948 ) — — — — — — Issuance of restricted stock awards 5 — — — — — — — — Other comprehensive income — — — — — 23 — — 23 Repurchase of common stock ( 48 ) — — — — — ( 4,194 ) — ( 4,194 ) Net income — — — — — — — 158,403 158,403 Balance at December 31, 2020 18,729 $ 2 15,659 $ 2 $ 161,247 $ 56 $ ( 25,756 ) $ 150,369 $ 285,920 The accompanying notes to the Consolidated Financial Statements are an integral part of these statements. 50 APPFOLIO, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2020 2019 2018 Cash from operating activities Net income $ 158,403 $ 36,282 $ 19,967 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 26,790 22,395 14,576 Amortization of operating lease right-of-use assets 3,701 4,130 — Deferred income taxes 29,002 ( 31,455 ) — Stock-based compensation 9,025 7,309 6,337 Gain on sale of business ( 187,658 ) — — Other 125 32 224 Changes in operating assets and liabilities: Accounts receivable ( 2,782 ) ( 2,031 ) ( 908 ) Prepaid expenses and other current assets ( 5,894 ) ( 4,031 ) ( 6,073 ) Other assets ( 519 ) 1,376 ( 4,447 ) Accounts payable ( 903 ) 511 614 Accrued employee expenses 2,799 4,542 1,219 Accrued expenses 6,878 55 3,281 Deferred revenue 530 1,193 ( 4,589 ) Operating lease liabilities ( 564 ) ( 2,662 ) — Other liabilities 9,366 1,241 6,067 Net cash provided by operating activities 48,299 38,887 36,268 Cash from investing activities Purchases of available-for-sale investments ( 43,877 ) ( 25,198 ) ( 29,516 ) Proceeds from sales of available-for-sale investments 16,711 2,750 20,900 Proceeds from maturities of available-for-sale investments 27,330 15,660 32,819 Purchases of property, equipment and intangible assets ( 19,038 ) ( 8,084 ) ( 2,102 ) Capitalization of software development costs ( 26,042 ) ( 20,998 ) ( 12,304 ) Cash paid in business acquisition, net of cash acquired — ( 54,004 ) ( 14,441 ) Proceeds from sale of business, net of cash divested 191,427 — — Net cash provided by (used in) investing activities 146,511 ( 89,874 ) ( 4,644 ) Cash from financing activities Proceeds from stock option exercises 822 553 1,035 Tax withholding for net share settlement ( 12,196 ) ( 6,155 ) ( 3,127 ) Payment of contingent consideration ( 5,977 ) — — Proceeds from issuance of debt 50,752 2,169 50,138 Principal payments on debt ( 99,565 ) ( 3,419 ) ( 138 ) Payment of debt issuance costs — ( 420 ) — Purchase of treasury stock ( 4,194 ) — ( 21,562 ) Net cash (used in) provided by financing activities ( 70,358 ) ( 7,272 ) 26,346 Net increase (decrease) in cash and cash equivalents 124,452 ( 58,259 ) 57,970 Cash, cash equivalents and restricted cash Beginning of period 16,247 74,506 16,536 End of period $ 140,699 $ 16,247 $ 74,506 51 APPFOLIO, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2020 2019 2018 Supplemental disclosure of cash flow information Cash paid for interest $ 1,815 $ 2,169 $ 118 Cash paid for income taxes 85 545 82 Cash paid for amounts included in the measurement of lease liabilities included in operating cash flows 2,198 5,007 — Right-of-use assets obtained in exchange for operating lease liabilities 6,644 14,986 — Noncash investing and financing activities Purchases of property and equipment included in accounts payable and accrued expenses $ 370 $ 3,447 $ 518 Capitalization of software development costs included in accrued expenses and accrued employee expenses 383 1,187 825 Stock-based compensation capitalized for software development 2,087 1,844 1,087 Purchase consideration for acquisitions included in other current liabilities — 5,977 — Debt issuance and other financing costs accrued, not paid — — 371 The following table presents a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets to the total of the same such amounts shown above (in thousands): December 31, 2020 2019 2018 Cash and cash equivalents $ 140,263 $ 15,813 $ 74,076 Restricted cash included in other assets 436 434 430 Total cash, cash equivalents and restricted cash $ 140,699 $ 16,247 $ 74,506 The accompanying notes to the Consolidated Financial Statements are an integral part of these statements. 52 APPFOLIO, INC. NOTES TO CONSOLIDATED AUDITED FINANCIAL STATEMENTS 1. Nature of Business AppFolio, Inc. ("we," "us" or "our") provides innovative software, services and data analytics to the real estate industry. Our industry-specific, cloud-based solutions are used primarily by property managers, and also by numerous other constituencies in the property management business ecosystem. These other constituencies include property owners, rental prospects, tenants and service providers, whom we refer to collectively as "users". Although specific functionality varies by product, our core solutions are designed to enable our customers to digitally transform their businesses, address critical business operations and enable exceptional customer service. In addition to our core solutions, we offer an array of optional, but often business-critical, Value+ services that are designed to enhance, automate and streamline processes and workflows that are essential to our customers' businesses. Our Value+ services are generally available on an as-needed basis and enable our customers to adapt our offerings to their specific operational requirements. Our solutions and services are designed to be a system of record to automate essential business processes, a system of engagement to enhance business interactions between our customers and their business ecosystems and a system of intelligence designed to leverage data to predict and optimize business workflows in order to enable exceptional customer experiences and increase efficiency across our customers' businesses. Our mobile-optimized software solutions are designed for use across multiple devices and operating systems. Our software solutions are offered as a service, are hosted using a modern cloud-based architecture, and in part, use artificial intelligence technologies. This architecture leads to rich data sets that have a consistent schema across our customer and user base and enables us to deploy data-powered products and services for our customers and users. For the years ended December 31, 2020, 2019 and 2018, our revenue was $ 310.1 million, $ 256.0 million and $ 190.1 million, respectively of which $ 284.7 million, $ 231.1 million and $ 172.4 million, respectively, are derived from our software and services offered to the real estate vertical. During certain periods covered by this Annual Report, we also provided software solutions and services to the legal vertical. On September 30, 2020, we completed our divestiture of 100 % of the issued and outstanding equity interests of MyCase, Inc. ("MyCase"), a former wholly owned subsidiary that provided such legal practice and case management software solutions to our legal customers. We sold MyCase to Mockingbird AcquisitionCo Inc., a Delaware corporation (“Buyer”) affiliated with funds advised by Apax Partners LLP, for $ 193.0 million pursuant to a Stock Purchase Agreement, dated September 7, 2020 (the “Purchase Agreement”), by and among Buyer, us and MyCase (the “MyCase Transaction”). In connection with the closing of the MyCase Transaction, and in accordance with the terms of the Purchase Agreement, we entered into certain ancillary agreements with MyCase, including relating to certain post-closing transition services to be provided by us to MyCase at fair market value, as well as an intellectual property licensing agreement for certain software and patents for which no ongoing licensing fees will be received. We recognized a pre-tax gain on the sale of $ 187.7 million on the MyCase Transaction. 2. Summary of Significant Accounting Policies Basis of Presentation and Significant Accounting Policies The accompanying Consolidated Financial Statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Reclassification We reclassified certain amounts in our Consolidated Balance Sheet in the prior year to confirm to the current year's presentation. Principles of Consolidation The accompanying Consolidated Financial Statements include the operations of AppFolio, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Our investment in SecureDocs, Inc. (“SecureDocs”) is accounted for under the equity method of accounting as we have the ability to exert significant influence, but do not control and are not the primary beneficiary of the entity. Our investment in SecureDocs is not material and any income (loss) activity is not material individually or in the aggregate to our Consolidated Financial Statements for any period presented. 53 Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue, expenses, other income, and provision for income taxes during the reporting period. Assets and liabilities which are subject to judgment and use of estimates include the fair value of assets and liabilities assumed in business combinations, fair value of financial instruments, capitalized software development costs, period of benefit associated with deferred costs, incremental borrowing rate used to measure operating lease liabilities, the recoverability of goodwill and long-lived assets, income taxes, useful lives associated with property and equipment and intangible assets, contingencies, and valuation and assumptions underlying stock-based compensation and other equity instruments. During early calendar year 2020, the novel coronavirus disease ("COVID-19") spread globally, including to every state in the United States. The global pandemic has created and may continue to create significant uncertainty in a wide variety of industries and markets and has prompted many federal, state, local, and foreign governments to adopt various orders and restrictions in an attempt to control the spread and mitigate the impact of the disease, which may reduce demand for our core solutions and/or Value+ services, impact the productivity of our workforce, reduce our access to capital, and harm our business and results of operations. These potential impacts are only amplified by the length of time they remain in place, as the cumulative effect upon our customers and their businesses may only exacerbate potential harm to our business and results of operations. In light of the unknown duration and severity of COVID-19, we face a greater degree of uncertainty than normal in making the judgments and estimates needed to apply our significant accounting policies. We assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to us and the unknown future impacts of COVID-19 as of December 31, 2020 and through the date of this report. The accounting matters assessed included, but were not limited to, our allowance for credit losses, the carrying value of goodwill and other long-lived assets, performance-based compensation and income taxes. As of the date of our Consolidated Financial Statements, we are not aware of any specific event or circumstance that would require us to update our estimates or judgments or to revise the carrying value of our assets or liabilities. However, these estimates and judgments may change as new events occur and additional information is obtained, which may result in changes being recognized in our consolidated financial statements in future periods. While we considered the effects of COVID-19 in our estimates and assumptions, due to the level of uncertainty regarding the economic and operational impacts of COVID-19 on our business, there may be other judgments and assumptions that we have not considered. Such judgments and assumptions could result in a meaningful impact on our Consolidated Financial Statements in future periods. Actual results could differ from those estimates and any such differences may have a material impact on our Consolidated Financial Statements. Segment Information Our chief operating decision maker reviews financial information presented on an aggregated and consolidated basis, together with revenue information for our core solutions, Value+ and other service offerings, principally to make decisions about how to allocate resources and to measure our performance. Accordingly, management has determined that we have one reportable and operating segment. Concentrations of Credit Risk Financial instruments that potentially subject us to credit risk consist principally of cash, cash equivalents, restricted cash, accounts receivable, investment securities and notes receivable. We maintain cash balances at financial institutions in excess of amounts insured by United States government agencies or payable by the United States government directly. We place our cash with high credit, quality financial institutions. We invest in investment securities with a minimum rating of A by Standard & Poor's or A-1 by Moody's and regularly monitor our investment security portfolio for changes in credit ratings. Concentrations of credit risk with respect to accounts receivable and revenue are limited due to a large, diverse customer base. No individual customer represented 10% or more of accounts receivable at December 31, 2020 and 2019 or revenue for the years ended December 31, 2020, 2019 and 2018. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. 54 Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Accounting Standard Codification 820, Fair Value Measurements and Disclosures , describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: Level 1 - Quoted prices in active markets for identical assets or liabilities or funds. Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Cash, Cash Equivalents and Restricted Cash We consider all highly liquid investments, readily convertible to cash, and which have a remaining maturity date of three months or less at the date of purchase, to be cash equivalents. Cash and cash equivalents are recorded at fair value and consist primarily of bank deposits, treasury securities, and money market funds. Restricted cash of $ 0.4 million at December 31, 2020 and 2019, is comprised of certificates of deposits relating to collateral requirements for customer automated clearing house and credit card chargebacks and minimum collateral requirements for our insurance services, which are recorded in other long-term assets. Investment Securities Our investment securities currently consist of corporate bonds, United States government agency securities and treasury securities. We classify investment securities as available-for-sale at the time of purchase and reevaluate such classification at each balance sheet date. All investments are recorded at estimated fair value. Unrealized gains and losses for available-for-sale investment securities are included in accumulated other comprehensive income, a component of stockholders’ equity. We classify our investments as current when the period of time between the reporting date and the contractual maturity is twelve months or less and as noncurrent when the period of time between the reporting date and the contractual maturity is more than twelve months. For available-for-sale debt securities in an unrealized loss position, we first assess whether we intend to sell, or whether it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If either of these criteria is met, the security’s amortized cost basis is written down to fair value through income. For securities in an unrealized loss position that do not meet these criteria, we evaluate whether the decline in fair value has resulted from credit loss or other factors. If this assessment indicates a credit loss exists, the credit-related portion of the loss is recorded as an allowance for losses on the security. No allowance for credit losses for available-for-sale investment securities was recorded as of December 31, 2020. Accounts Receivable Accounts receivable are recorded at the invoiced amount, net of an allowance for credit losses. The allowance for credit losses is based on historical loss experience, the number of days that receivables are past due, and an evaluation of the potential risk of loss associated with delinquent accounts. Accounts receivable considered uncollectible are charged against the allowance for credit losses when identified. We do not have any off-balance sheet credit exposure related to our customers. At December 31, 2020 and 2019, our allowance for credit losses was not material. Property and Equipment Property and equipment is stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of assets. The estimated useful lives of our property and equipment are as follows: Asset Type Depreciation Period Computer equipment 3 years Furniture and fixtures 7 years Office equipment 3 to 5 years Leasehold improvements Shorter of remaining life of lease or asset life Repair and maintenance costs are expensed as incurred. Renewals and improvements are capitalized. Assets disposed of or retired are removed from the cost and accumulated depreciation accounts and any resulting gain or loss is reflected in our results of operations. 55 Leases We determine if an arrangement is a lease at inception. Operating leases are included in prepaid expenses and other current assets , operating lease ROU assets , other current liabilities , and operating lease liabilities on our Consolidated Balance Sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments, over the lease term at commencement date. As none of our leases provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU assets also include any lease payments made to the lessor before or at the lease commencement date and excludes lease incentives received and initial direct costs incurred. Our lease terms may include options to extend the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have lease arrangements with lease and non-lease components, which are generally accounted for as a single lease component. Leases with an initial term of twelve months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Capitalized Software Development Costs Software development cost consist of certain payroll and stock compensation costs incurred to develop functionality of our internal-use software solutions. We capitalize certain software development costs for new offerings as well as significant upgrades and enhancements to our existing software solutions. Capitalized software development costs are amortized using the straight-line method over an estimated useful life of three years . We do not transfer ownership of our software, license, or lease our software to third parties. We believe there are two key estimates within the capitalized software balance, which are the determination of the useful life of the software and the determination of the amounts to be capitalized. We determined that a three year life is appropriate for our internal-use software based on our best estimate of the useful life of the internally developed software after considering factors such as continuous developments in the technology, obsolescence and anticipated life of the service offering before significant upgrades. Based on our prior experience, internally generated software will generally remain in use for a minimum of three years before being significantly replaced or modified to keep up with evolving customer and company needs. While we do not anticipate any significant changes to this three year estimate, a change in this estimate could produce a material impact on our financial statements. We determine the amount of internal software costs to be capitalized based on the amount of time spent by our software engineers on projects. Costs associated with building or significantly enhancing our software solutions and new internally built software solutions are capitalized, while costs associated with planning new developments and maintaining our software solutions are expensed as incurred. There is judgment involved in estimating the stage of development as well as estimating time allocated to a particular project. A significant change in the time spent on each project could have a material impact on the amount capitalized and related amortization expense. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired in business combinations. Goodwill is tested for impairment at least annually at the reporting unit level or at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. We have the option to assess goodwill for possible impairment by performing a qualitative analysis to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. A quantitative assessment is performed if the qualitative assessment results in a more-likely-than-not determination or if a qualitative assessment is not performed. The quantitative assessment considers whether the carrying amount of a reporting unit exceeds its fair value, in which case an impairment charge is recorded to the extent that the reporting unit’s carrying value exceeds its fair value. We have one reporting unit and we test for goodwill impairment annually during the fourth quarter of the calendar year. Additionally, in connection with the disposal of goodwill associated with the MyCase Transaction, we performed a goodwill impairment assessment as of September 30, 2020 on our remaining goodwill balance. Based on the assessments performed at September 30, 2020 and November 1, 2020, we determined it was unlikely that our reporting unit fair value was less than its carrying value and no quantitative impairment test assessment was required. There were no indicators that our goodwill has become impaired since that date, and as such, there was no impairment charges recorded. No impairment losses were recorded for goodwill during the years ended December 31, 2020, 2019 and 2018. 56 Intangible assets primarily consist of acquired database and technology, non-compete agreements, customer and partner relationships, trademarks and trade names, domain names and patents, which are recorded at cost, less accumulated amortization. We determine the appropriate useful life of our intangible assets by performing an analysis of expected cash flows of the acquired assets. Intangible assets are amortized over their estimated useful lives on a straight-line basis, which approximates the pattern in which the economic benefits of the assets are consumed. Impairment of Long-Lived Assets We assess the recoverability of our long-lived assets when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable or that the useful lives of those assets are no longer appropriate. An impairment charge would be recognized when the carrying amount of a long-lived asset or asset group is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset or asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group. There were no impairment charges related to the identified long-lived assets for the years ended December 31, 2020, 2019 and 2018. Business Combinations The results of a business acquired in a business combination are included in our Consolidated Financial Statements from the date of acquisition. We allocate the purchase price, including the fair value of contingent consideration, to the identifiable assets and liabilities of the acquired business at their acquisition date fair values. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management to make significant judgments and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates and selection of comparable companies. We engage the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. Acquisition-related transaction costs are not included as a component of consideration transferred, but are accounted for as an operating expense in the period in which the costs are incurred. Revenue Recognition We generate revenue from our customers primarily for subscriptions to access our core solutions and Value+ services for our cloud-based software solutions. Revenue is recognized upon transfer of control of promised services in an amount that reflects the consideration we expect to receive in exchange for those services. We enter into contracts that can include various combinations of services, which are generally capable of being distinct, distinct within the context of the contract, and accounted for as separate performance obligations. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Refer to Note 15, Revenue and Other Information for the disaggregated breakdown of revenue between core solutions, Value+ services and other revenue. Core Solutions We charge our customers on a subscription basis for our core solutions. Our subscription fees are designed to scale to the size of our customers' businesses. Subscription fees for our core solutions are charged on a per-unit per-month basis for our property management software solution and on a per-user per-month basis for our legal software solution. Our customers do not have rights to the underlying software code of our solutions, and, accordingly, we recognize subscription revenue over time on a straight-line basis over the contract term beginning on the date that our service is made available to the customer. The term of our core solutions subscription agreements typically ranges from one month to one year . We typically invoice our customers for subscription services in monthly or annual installments, in advance of the subscription period. Value+ Services We charge our customers on a subscription or usage basis for our Value+ services. Subscription-based fees are charged on a per-unit basis. We typically invoice our customers for subscription-based services in monthly installments, in advance of the subscription period. We recognize revenue for subscription-based services over time on a straight-line basis over the contract term beginning on the date that our service is made available to the customer. Usage-based fees are charged on a flat rate per transaction basis with no minimum usage commitments. We recognize revenue for usage-based services in the period the service is rendered. We generally invoice our customers for usage-based services on a monthly basis for services rendered in the preceding month. In addition, some subscription or usage-based Value+ services, such as fees for electronic payment services, are paid by either our customers or clients of our customers at the time the services are rendered. 57 We work with third-party partners to provide certain of our Value+ services. For these Value+ services, we evaluate whether we are the principal, and report revenue on a gross basis, or the agent, and report revenue on a net basis. In this assessment we consider if we obtain control of the specified services before they are transferred to the customer, as well as other indicators such as whether we are the party primarily responsible for fulfillment, and whether we have discretion in establishing price. Other Revenue Other revenue include fees from one-time services related to the implementation of our software solutions and other recurring or one-time fees related to our customers who are not otherwise using our core solutions. This includes legacy customers of businesses we have acquired where the customers haven't migrated to our core solutions. The fees for implementation and data migration services are billed upon signing our core subscription contract and are not recognized until the core solution is accessible and fully functional for our customer's use. Other services are billed when the services rendered are completed and delivered to the customer or billed in advance and deferred over the subscription period. Contracts with Multiple Performance Obligations Many of our contracts with customers contain multiple performance obligations. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require judgment. We account for individual performance obligations separately if they are distinct. The performance obligations for these contracts include access and use of our core solutions, implementation services, and customer support. Access and use of our core solutions and implementation services are considered distinct. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. Judgment is required to determine the standalone selling price for each distinct performance obligation. We typically have more than one standalone selling price for individual products and services due to the stratification of those products and services by customers and circumstances. In these instances, we determine the standalone selling price based on our overall pricing objectives, taking into consideration customer demographics and other factors. Fees are fixed based on rates specified in the subscription agreements, which do not provide for any refunds or adjustments. Deferred Revenue We record deferred revenue when cash payments are received in advance of our performance. During the twelve months ended December 31, 2020 and 2019, we recognized revenue of $ 4.5 million and $ 3.4 million, respectively, that were included in the deferred revenue balances at December 31, 2019 and 2018, respectively. Our payment terms vary by the type of our customer and the products or services offered. The time between invoicing and when payment is due is not significant. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined that our contracts do not include a significant financing component. Practical Expedients In determining the transaction price, we have applied the practical expedient which allows us not to adjust the consideration for the effects of the time value of money as long as the time between when we transfer the promised service to a customer and when a customer pays is one year or less. We do not disclose the value of unsatisfied performance obligations for contracts with an original expected term of one year or less. We recognize revenue in proportion to the amount we have the right to invoice for certain core solutions and Value+ services revenue, as that amount corresponds directly with our performance completed to date. Deferred Costs Deferred costs, which primarily consist of sales commissions, are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and then amortized on a straight-line basis over a period of benefit that we have determined to be three years . We typically do not pay commissions for contract renewals. We determined the period of benefit by taking into consideration our customer contract term, the useful life of our internal-use software, average customer life, and other factors. Amortization expense for the deferred costs is allocated based on the employee's department and included within sales and marketing expense in the accompanying Consolidated Statements of Operations. 58 Deferred costs were $ 10.3 million and $ 9.5 million at December 31, 2020 and 2019, respectively, of which $ 5.5 million and $ 4.8 million, respectively, are included in prepaid expenses and other current assets and $ 4.8 million and $ 4.6 million, respectively, are included in other assets in the accompanying Consolidated Balance Sheets. Amortization expense for deferred costs was $ 5.8 million, $ 4.2 million, and $ 2.0 million for the years ended December 31, 2020, 2019, and 2018, respectively. For the years ended December 31, 2020 and 2019, no impairments were identified in relation to the costs capitalized for the periods presented. Cost of Revenue Cost of revenue includes the fees paid to these third-party service providers (including legal fees and costs associated with the delivery and provision of those services, as well as loss reserves and other costs associated with our legal liability to landlord insurance services), which vary both in cost and as a percent of revenue for each Value+ service offering, personnel-related costs (including salaries, performance-based compensation, benefits, and stock-based compensation) for our employees focused on customer service and the support of our operations, platform infrastructure costs (such as data center operations and hosting-related costs), payment processing fees and allocated shared costs. Cost of revenue excludes depreciation of property and equipment, and amortization of capitalized software development costs and intangible assets. Sales and Marketing Sales and marketing expense consists of personnel-related costs (including salaries, sales commissions, performance-based compensation, benefits, and stock-based compensation) for our employees focused on sales and marketing, costs associated with sales and marketing activities, and allocated shared and other costs. Marketing activities include advertising, online lead generation, lead nurturing, customer and industry events, and the creation of industry-related content and collateral. Sales commissions and other incremental costs to acquire customers and grow adoption and utilization of our Value+ services by our new and existing customers are deferred and then amortized on a straight-line basis over a period of benefit, which we have determined to be three years. We focus our sales and marketing efforts on generating awareness of our software solutions, creating sales leads, establishing and promoting our brands, and cultivating an educated community of successful and vocal customers. Advertising expenses were $ 7.0 million, $ 5.8 million and $ 4.5 million for each of the years ended December 31, 2020, 2019 and 2018, respectively, and are expensed as incurred. Research and Product Development Research and product development expense consists of personnel-related costs (including salaries, performance-based compensation, benefits, and stock-based compensation) for our employees focused on research and product development, fees for third-party development resources, and allocated shared and other costs. Our research and product development efforts are focused on enhancing functionality and the ease of use of our existing software solutions by adding new core functionality, Value+ services and other improvements, as well as developing new products and services for new and existing markets. We capitalize our software development costs which meet the criteria for capitalization. Amortization of capitalized software development costs is included in depreciation and amortization expense. General and Administrative General and administrative expense consists of personnel-related costs (including salaries, a majority of total performance-based compensation, benefits, and stock-based compensation) for employees in our executive, finance, information technology, human resources, legal, compliance, corporate development and administrative organizations. In addition, general and administrative expense includes fees for third-party professional services (including audit, legal, compliance, tax, and consulting services), transaction costs related to business combinations and divestitures, regulatory fines and penalties, other corporate expenses, and allocated shared costs. Depreciation and Amortization Depreciation and amortization expense includes depreciation of property and equipment, amortization of capitalized software development costs, and amortization of intangible assets. We depreciate or amortize property and equipment, software development costs, and intangible assets over their expected useful lives on a straight-line basis, which approximates the pattern in which the economic benefits of the assets are consumed. Stock-Based Compensation We recognize stock-based compensation expense for stock-based awards granted to employees and directors that can be settled in shares of our common stock. We estimate the fair value of stock options and performance-based stock options ("PSOs"), using the Black-Scholes option-pricing model. We estimate the fair value of restricted stock awards ("RSAs"), restricted stock units ("RSUs") and performance-based RSUs or performance share units ("PSUs") based on the fair value of our common stock on the date of grant. 59 Stock Options For the years ended December 31, 2020, 2019, and 2018 we did not grant time-based stock options or PSOs. Restricted Stock Units RSUs generally vest in equal tranches over four annual periods and are expensed on a straight-line basis over the vesting period. The shares underlying the RSU grants are not issued and outstanding until the applicable vesting date. Performance-Based Equity Awards Our PSUs include performance conditions that require us to estimate the probable outcome of the performance condition. This assessment is based on management's judgment using internally developed forecasts and assessed at each reporting period. Compensation cost is recorded if it is probable that the performance condition will be achieved. Adjustments to compensation expense are made each period based on changes in our estimate of the number of PSUs that are probable of vesting. PSUs will vest upon achievement of the relevant performance metric once such calculation is reviewed and approved by our Board of Directors. Forfeiture Rate We estimate a forfeiture rate to calculate our stock-based compensation expense for our stock-based awards. The forfeiture rate is based on an analysis of actual forfeitures. We will continue to evaluate the appropriateness of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover, and other factors. Changes in the estimated forfeiture rate can have a significant impact on our stock-based compensation expense as the cumulative effect of adjusting the rate is recognized in the period the estimated forfeiture rate is changed. If a revised forfeiture rate is higher than the previously-estimated forfeiture rate, an adjustment is made that will result in a decrease to our stock-based compensation expense recognized in our Consolidated Financial Statements. If a revised forfeiture rate is lower than the previously-estimated forfeiture rate, an adjustment is made that will result in an increase to our stock-based compensation expense recognized in our Consolidated Financial Statements. Income Taxes We recognize deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the Consolidated Statements of Operations in the period that includes the enactment date. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. In evaluating the need for a valuation allowance, management considers the weighting of all available positive and negative evidence, which includes, among other things, the nature, frequency and severity of current and cumulative taxable income or losses, future projections of profitability, and the duration of statutory carryforward periods. Judgment is required to measure the amount of tax benefits that can be recognized associated with uncertain tax positions. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in our Consolidated Financial Statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized. We recognize interest and penalties accrued with respect to uncertain tax positions, if any, in our provision for income taxes in the Consolidated Statements of Operations. 60 Net Income per Share Basic net income per share includes no dilution and is computed by dividing net income for the period by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed by dividing net income for the period by the weighted average number of shares of common stock and potentially dilutive common stock outstanding during the period. The dilutive effect of outstanding options and equity incentive awards is reflected in diluted net income per share by application of the treasury stock method. The calculation of diluted net income per share excludes all anti-dilutive common shares. The net income per common share was the same for our Class A and Class B common shares because they are entitled to the same liquidation and dividend rights and are therefore combined in the table below. The following table presents a reconciliation of our weighted average number of Class A and Class B common shares used to compute net income per share (in thousands): Year Ended December 31, 2020 2019 2018 Weighted average common shares outstanding 34,269 34,020 34,139 Less: Weighted average unvested restricted shares subject to repurchase 5 4 11 Weighted average common shares outstanding; basic 34,264 34,016 34,128 Weighted average common shares outstanding; basic 34,264 34,016 34,128 Plus: Weighted average options, restricted stock units and restricted shares used to compute diluted net income per common share 1,449 1,551 1,434 Weighted average common shares outstanding; diluted 35,713 35,567 35,562 For the years ended December 31, 2020, 2019 and 2018, an aggregate of 79,000 , 187,000 and 358,000 shares, respectively, underlying PSOs and PSUs were not included in the computations of diluted and anti-dilutive shares as they are considered contingently issuable upon satisfaction of pre-defined performance measures and their respective performance measures have not been met. RSUs with an anti-dilutive effect were excluded from the calculation of weighted average number of shares used to compute diluted net income per common share and they were not material for the years ended December 31, 2020, 2019 and 2018. Recent Accounting Pronouncements Adopted in 2018 In May 2014, the Financial Accounting Standards Board ("FASB") issued the New Revenue Standard, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The New Revenue Standard also includes Subtopic 340-40, Other Assets and Deferred Costs - Contracts with Customers , which discusses the deferral of incremental costs of obtaining a contract with a customer. We adopted the New Revenue Standard at January 1, 2018 using the modified retrospective transition method applied to those contracts which were not completed at that date. We recognized the cumulative effect of initially applying the New Revenue Standard as an adjustment to the opening balance of retained earnings. The adoption of the New Revenue Standard did not have an impact on our revenues. It did, however, have a significant impact related to the deferral of incremental costs of obtaining contracts. Prior to the adoption of the New Revenue Standard, our commissions were expensed as incurred. 61 The cumulative effects of the changes made to our Consolidated Balance Sheet at January 1, 2018 for the adoption of the New Revenue Standard were as follows (in thousands): Balance at December 31, 2017 Adjustments Balance at January 1, 2018 Assets Prepaid expenses and other current assets $ 4,546 $ 1,148 $ 5,694 Other assets 1,238 1,816 3,054 Equity Accumulated deficit $ ( 67,247 ) $ 2,964 $ ( 64,283 ) Recent Accounting Pronouncements Adopted in 2019 In February 2016, the FASB issued ASU No. 2016-02, Leases ("ASU 2016-02"), which requires an entity to recognize ROU assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements ("ASU 2018-11"). Among other things, ASU 2018-11 provides administrative relief by allowing entities to implement the lease standard on a modified retrospective basis (the "Optional Transition Method"). Effectively, the Optional Transition Method permits us to adopt the lease standard through a cumulative effect adjustment to our opening balance sheet as of January 1, 2019, and report under the new lease standard on a post-adoption basis. We adopted ASU 2016-02 effective January 1, 2019, using the Optional Transition Method. We elected the package of practical expedients permitted under the transition guidance, which allows us to carry forward our historical lease classification, our assessment of whether a contract is or contains a lease, and our initial direct costs for any leases that existed prior to adoption of the new lease standard. The comparative information has not been recast and continues to be reported under the accounting standards in effect for those periods. We updated our accounting policies, processes, internal controls and information systems that were required to meet the new lease standard's reporting and disclosure requirements. The adoption of ASU 2016-02 had a material impact on our Consolidated Balance Sheets, but did not have an impact on our Consolidated Statements of Operations or our Consolidated Statements of Cash Flows. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases. We also reclassified prepaid and deferred rent to the ROU asset balance as of January 1, 2019. The cumulative effect of the changes made to our Consolidated Balance Sheet at January 1, 2019 for the adoption of the new lease standard was as follows (in thousands): Balance at December 31, 2018 Adjustments Balance at January 1, 2019 Assets Prepaid expenses and other current assets $ 11,775 $ ( 317 ) $ 11,458 Operating lease right-of-use assets — 16,945 16,945 Liabilities and Stockholders’ Equity Other current liabilities $ 1,447 $ 3,493 $ 4,940 Operating lease liabilities — 20,056 20,056 Other long-term liabilities 7,080 ( 6,921 ) 159 Recent Accounting Pronouncements Adopted in 2020 In June 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), which amends the current accounting guidance and requires the measurement of all expected losses based on historical experience, current conditions and reasonable and supportable forecasts. This guidance amends the accounting for credit losses for available-for-sale investment securities and purchased financial assets with credit deterioration. We adopted ASU 2016-13 on January 1, 2020. The adoption of this guidance did not have a material impact on our financial condition, results of operations, cash flows or disclosures. 62 In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract ("ASU 2018-15"), a series of amendments which align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by these amendments. We adopted ASU 2018-15 on January 1, 2020. The adoption of this guidance did not have a material impact on our financial condition, results of operations, cash flows or disclosures. Recent Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"). This amendment was issued to simplify the accounting for income taxes by removing certain exceptions for recognizing deferred taxes, performing intraperiod allocation, and calculating income taxes in interim periods. Further, ASU 2019-12 adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax basis goodwill and allocating taxes to members of a consolidated group. This guidance also requires an entity to reflect the effect of an enacted change in tax laws or rates in its effective income tax rate in the first interim period that includes the enactment date of the new legislation, aligning the timing of recognition of the effects from enacted tax law changes on the effective income tax rate with the effects on deferred income tax assets and liabilities. Under existing guidance, an entity recognizes the effects of the enacted tax law change on the effective income tax rate in the period that includes the effective date of the tax law. This guidance is effective for interim and annual periods beginning after December 15, 2020 with early adoption permitted. We do not expect the adoption of this guidance to have a material impact on our financial condition, results of operations, cash flows or disclosures. 3. Divestitures and Business Combinations Divestiture of MyCase On September 30, 2020, we completed the MyCase Transaction for $ 193.0 million, consisting of $ 192.2 million of cash proceeds, plus a $ 2.2 million employee retention bonus pool funded by us, less cash divested of $ 0.8 million and a preliminary working capital adjustment of $ 0.6 million. The retention bonus pool is refundable to us to the extent that MyCase employees are terminated prior to the retention period, which is one year from the closing date of the MyCase Transaction. A portion of the cash proceeds was used to pay all outstanding borrowings under the Credit Facility. Refer to Note 10, Long-Term Debt, of our Consolidated Financial Statements for more information about the termination of the Credit Facility. We recognized a pre-tax gain on the sale of $ 187.7 million on the MyCase Transaction, consisting of cash proceeds of $ 192.2 million, less net assets divested of $ 4.6 million. Net assets divested is primarily comprised of capitalized software development costs of $ 3.9 million, deferred revenue of $ 2.8 million and goodwill allocated to MyCase of $ 2.3 million. The gain on the sale is included within Other income (expense), net in our Consolidated Statements of Operations. Income received in relation to the transition services provided by us to MyCase of $ 1.1 million is included within Other income (expense), net in our Consolidated Statements of Operations. Refer to Note 1, Nature of Business , of our Consolidated Financial Statements for more information about the MyCase Transaction. Acquisition of Dynasty On January 7, 2019, we acquired 100 % of the voting equity interest of Dynasty Marketplace, Inc. ("Dynasty") for $ 60.2 million, of which $ 6.0 million the "Holdback Amount") was retained by us to satisfy any necessary adjustments, including without limitation certain indemnification claims. The balance of the Holdback Amount, less any amount retained with respect to any unresolved indemnification claims, was released to the stockholders of Dynasty on January 10, 2020 in accordance with the terms of the purchase agreement. Dynasty is a provider of advanced artificial intelligence solutions for the real estate vertical, which automate leasing communications, replace manual tasks and help customers grow their portfolios. The transaction was accounted for using the acquisition method and, as a result, assets acquired and liabilities assumed were recorded at their estimated fair values as of the acquisition date. Determining the fair value of assets acquired and liabilities assumed requires management to make significant judgments and estimates, including the selection of valuation methodologies and comparable companies, estimates of future revenue and cash flows, discount rates, and the software decay rate and database ramp up rate. The following table summarizes the final purchase price allocation (in thousands), as well as the estimated useful lives of the acquired intangible assets over which they are amortized on a straight-line basis, as this approximates the pattern in which we expect the economic benefits will be consumed: 63 Amount (in thousands) Estimated Useful Life (in years) Total current assets $ 305 Identified intangible assets: Technology 5,730 4.0 Database 4,710 10.0 Customer relationships 1,110 5.0 Backlog 470 1.0 Trademark & trade name 1,390 10.0 Non-compete agreement 7,340 5.0 Total intangible assets subject to amortization 20,750 6.0 Goodwill 42,877 Indefinite Other noncurrent assets 35 Total assets acquired 63,967 Accrued and other liabilities 48 Deferred tax liability, net 3,711 Total liabilities assumed 3,759 Purchase consideration $ 60,208 Goodwill is mainly attributable to synergies expected from the acquisition and assembled workforce and is non-deductible for U.S. federal income tax purposes. We incurred a total of $ 0.3 million in transaction costs related to the acquisition and expensed all transaction costs incurred during the period in which such service was received. Pro Forma Results of Operations The following unaudited pro forma information has been prepared for illustrative purposes only, and assumes that the aforementioned Dynasty acquisition occurred on January 1, 2018, and includes pro forma adjustments related to the amortization of acquired intangible assets, elimination of historical interest and amortization expense, income taxes, compensation arrangements, and the transaction costs incurred. The unaudited pro forma results have been prepared based on estimates and assumptions, which we believe are reasonable; however, they are not necessarily indicative of the consolidated results of operations had the acquisitions occurred at the beginning of the periods presented, or of future results of operations. The unaudited pro forma results are as follows (in thousands): Year Ended December 31, 2019 2018 Revenue $ 256,047 $ 193,405 Net income 32,339 5,937 64 4. Investment Securities and Fair Value Measurements Investment Securities Investment securities classified as available-for-sale consisted of the following at December 31, 2020 and 2019 (in thousands): December 31, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Agency securities $ 17,104 $ 29 $ ( 1 ) $ 17,132 Treasury securities 17,847 47 — 17,894 Total available-for-sale investment securities $ 34,951 $ 76 $ ( 1 ) $ 35,026 December 31, 2019 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Corporate bonds $ 9,597 $ 18 $ ( 1 ) $ 9,614 Agency securities 11,101 17 — 11,118 Treasury securities 14,222 12 ( 1 ) 14,233 Total available-for-sale investment securities $ 34,920 $ 47 $ ( 2 ) $ 34,965 At December 31, 2019, the unrealized losses on investment securities which have been in a net loss position for twelve months or greater were not material. These unrealized losses are considered temporary and there were no impairments considered to be "other-than-temporary" based on our evaluation of available evidence, which includes our intent to hold these investments to maturity or a recovery of the cost basis. At December 31, 2020 and 2019, the contractual maturities of our investments did not exceed 36 months. The fair values of available-for-sale investments, by remaining contractual maturity, are as follows (in thousands): December 31, 2020 December 31, 2019 Amortized Cost Estimated Fair Value Amortized Cost Estimated Fair Value Due in one year or less $ 28,197 $ 28,256 $ 22,846 $ 22,876 Due after one year through three years 6,754 6,770 12,074 12,089 Total available-for-sale investment securities $ 34,951 $ 35,026 $ 34,920 $ 34,965 During the years ended December 31, 2020 and 2019, we had sales and maturities (which include calls) of investment securities, as follows (in thousands): Year Ended December 31, 2020 Gross Realized Gains Gross Realized Losses Gross Proceeds from Sales Gross Proceeds from Maturities Corporate bonds $ 6 $ — $ 4,006 $ 5,600 Agency securities 25 — 7,878 1,900 Treasury securities 4 ( 2 ) 4,827 19,830 $ 35 $ ( 2 ) $ 16,711 $ 27,330 65 Year Ended December 31, 2019 Gross Realized Gains Gross Realized Losses Gross Proceeds from Sales Gross Proceeds from Maturities Corporate bonds $ — $ ( 1 ) $ 2,750 $ 11,350 Agency securities 6 — — 3,625 Treasury securities — — — 685 $ 6 $ ( 1 ) $ 2,750 $ 15,660 For the years ended December 31, 2020, 2019 and 2018 we received interest income net of the amortization and accretion of the premium and discount of $ 0.3 million, $ 0.6 million, and $ 1.0 million, respectively. Fair Value Measurements Recurring Fair Value Measurements Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following tables present our financial assets and liabilities measured at fair value on a recurring basis at December 31, 2020 and 2019, by level within the fair value hierarchy (in thousands): December 31, 2020 Level 1 Level 2 Level 3 Total Fair Value Cash equivalents: Money market funds $ 4,749 $ — $ — $ 4,749 Treasury securities 97,433 — — 97,433 Available-for-sale investment securities: Agency securities — 17,132 — 17,132 Treasury securities 17,894 — — 17,894 Total $ 120,076 $ 17,132 $ — $ 137,208 December 31, 2019 Level 1 Level 2 Level 3 Total Fair Value Cash equivalents: Money market funds $ 337 $ — $ — $ 337 Available-for-sale investment securities: Corporate bonds — 9,614 — 9,614 Agency securities — 11,118 — 11,118 Treasury securities 14,233 — — 14,233 Total $ 14,570 $ 20,732 $ — $ 35,302 The carrying amounts of cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities approximate fair value because of the short maturity of these items. As of December 31, 2019, the estimated fair value of the $ 50.0 million term loan issued by Wells Fargo Bank, National Association ("Wells Fargo"), as administrative agent, and the lenders that are parties thereto ("Term Loan") and the $ 50.0 million revolving credit facility made available to us by Wells Fargo and the lenders that are parties thereto ("Revolving Facility," and, together with the Term Loan, the "Credit Facility"), approximated their carrying values due to the variable interest rates. We considered the fair value of the Credit Facility to be Level 2 measurements as these debt instruments were not actively traded. We carried the Term Loan at face value less the unamortized discount. Refer to Note 10, Long-Term Debt, of our Consolidated Financial Statements for more information about our since-terminated Credit Facility. There were no changes to our valuation techniques used to measure asset and liability fair values on a recurring basis during the year ended December 31, 2020. The valuation techniques for the financial assets in the tables above are as follows: 66 Cash Equivalents At December 31, 2020 and 2019, cash equivalents include cash invested in money market funds and treasury securities with a maturity of three months or less. Fair value is based on market prices for identical assets. Available-for-Sale Investment Securities Fair value for our Level 1 investment securities is based on market prices for identical assets. Our Level 2 securities were priced by a pricing vendor. The pricing vendor utilizes the most recent observable market information in pricing these securities or, if specific prices are not available for these securities, other observable inputs like market transactions involving comparable securities are used. Non-Recurring Fair Value Measurements Certain assets, including goodwill, intangible assets and our note receivable with SecureDocs, Inc., are also subject to measurement at fair value on a non-recurring basis using Level 3 measurement, but only when they are deemed to be impaired. For the years ended December 31, 2020, 2019 and 2018, no impairments were identified on those assets required to be measured at fair value on a non-recurring basis. 67 5. Property and Equipment, net Property and equipment, net consists of the following (in thousands): December 31, 2020 2019 Data center and computer equipment $ 4,597 $ 7,983 Furniture and fixtures 6,021 3,953 Office equipment 3,324 1,141 Leasehold improvements 22,952 6,192 Construction in process 617 7,118 Gross property and equipment 37,511 26,387 Less: Accumulated depreciation ( 11,072 ) ( 11,643 ) Total property and equipment, net $ 26,439 $ 14,744 Depreciation expense for property and equipment totaled $ 4.0 million, $ 3.1 million, and $ 2.4 million for the years ended December 31, 2020, 2019 and 2018, respectively. During September 2020, $ 13.9 million of capitalized costs, principally comprised of furniture and fixtures and leasehold improvements related to our corporate headquarters in Santa Barbara, California were ready for their intended use and were placed into service. 6. Capitalized Software Development Costs, net Capitalized software development costs, net were as follows (in thousands): December 31, 2020 2019 Capitalized software development costs, gross $ 96,974 $ 81,475 Less: Accumulated amortization ( 61,515 ) ( 51,452 ) Capitalized software development costs, net $ 35,459 $ 30,023 Capitalized software development costs were $ 27.3 million, $ 23.6 million and $ 13.8 million for the years ended December 31, 2020, 2019 and 2018, respectively. Amortization expense with respect to software development costs totaled $ 17.9 million, $ 14.0 million and $ 11.0 million for the years ended December 31, 2020, 2019 and 2018, respectively. During the year ended December 31, 2020, $ 3.9 million in capitalized software development costs were divested in connection with the MyCase Transaction. Future amortization expense with respect to capitalized software development costs at December 31, 2020 is estimated as follows (in thousands): Years Ending December 31, 2021 $ 18,008 2022 12,783 2023 4,668 Total amortization expense $ 35,459 68 7. Intangible Assets, net and Goodwill Intangible assets, net consisted of the following (in thousands, except years): December 31, 2020 Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Useful Life in Years Customer relationships $ 2,840 $ ( 1,550 ) $ 1,290 5.0 Database 8,330 ( 1,787 ) 6,543 10.0 Technology 6,539 ( 3,641 ) 2,898 4.0 Trademarks and trade names 1,890 ( 732 ) 1,158 5.0 Partner relationships 680 ( 680 ) — 3.0 Non-compete agreements 7,400 ( 2,964 ) 4,436 5.0 Domain names 90 ( 70 ) 20 5.0 Patents 252 ( 240 ) 12 5.0 Total intangible assets, net $ 28,021 $ ( 11,664 ) $ 16,357 6.3 December 31, 2019 Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Useful Life in Years Customer relationships $ 3,070 $ ( 1,296 ) $ 1,774 5.0 Database 8,330 ( 954 ) 7,376 10.0 Technology 10,541 ( 6,074 ) 4,467 5.0 Trademarks and trade names 2,690 ( 898 ) 1,792 6.0 Partner relationships 680 ( 680 ) — 3.0 Non-compete agreements 7,400 ( 1,484 ) 5,916 5.0 Domain names 301 ( 276 ) 25 5.0 Patents 252 ( 225 ) 27 5.0 Backlog 470 ( 470 ) — 1.0 Total intangible assets, net $ 33,734 $ ( 12,357 ) $ 21,377 6.2 Amortization expense with respect to intangible assets totaled $ 4.9 million, $ 5.3 million and $ 1.2 million for the years ended December 31, 2020, 2019 and 2018, respectively. Future amortization expense with respect to intangible assets is estimated as follows (in thousands): Years Ending December 31, 2021 $ 4,646 2022 4,605 2023 3,060 2024 835 2025 833 Thereafter 2,378 Total amortization expense $ 16,357 Our goodwill balance is solely attributed to acquisitions. As a result of the disposal of goodwill associated with the MyCase Transaction, we performed a goodwill impairment assessment as of September 30, 2020 on our remaining goodwill balance. There have been no impairment charges recorded against goodwill. The change in the carrying amount of goodwill during the twelve months ended December 31, 2020 is as follows (in thousands): Goodwill at December 31, 2019 $ 58,425 Goodwill attributed to MyCase divestiture ( 2,278 ) Goodwill at December 31, 2020 $ 56,147 69 8. Accrued Employee Expenses Accrued employee expenses consisted of the following (in thousands): December 31, 2020 2019 Accrued vacation $ 8,277 $ 5,554 Accrued bonuses 5,638 3,872 Accrued commissions 1,995 1,860 Accrued payroll 1,921 5,202 Accrued payroll taxes and other 1,057 1,270 Total accrued employee expenses $ 18,888 $ 17,758 9. Leases Operating leases for our corporate offices have remaining lease terms ranging from one to eleven years , some of which include options to extend the leases for up to ten years . These options to extend have not been recognized as part of our operating lease right-of-use assets and lease liabilities as it is not reasonably certain that we will exercise these options. Our lease agreements do not contain any residual value guarantees or material restrictive covenants. We have lease agreements with lease and non-lease components, which we have elected to combine for all asset classes. Certain leases contain provisions for property-related costs that are variable in nature for which the Company is responsible, including common area maintenance. Operating lease cost associated with our operating leases for the twelve months ended December 31, 2020 and 2019 was $ 5.3 million and $ 5.1 million, respectively. Variable lease cost associated with our operating leases for the twelve months ended December 31, 2020 and 2019 was $ 1.4 million and $ 1.1 million, respectively. We recorded rent expense of $ 2.6 million for the year ended December 31, 2018. Lease-related assets and liabilities were as follows (in thousands, except years and %): December 31, 2020 2019 Assets Prepaid expenses and other current assets $ 3,972 $ 3,908 Operating lease right-of-use assets 30,561 27,803 Liabilities Other current liabilities $ 1,845 $ 2,826 Operating lease liabilities 40,146 33,312 Total lease liabilities $ 41,991 $ 36,138 Weighted-average remaining lease term (years) 10.8 10.6 Weighted-average discount rate 4.5 % 4.7 % 70 Future minimum lease payments under non-cancellable leases as of December 31, 2020 were as follows (in thousands): Years ending December 31, 2021 (1) $ ( 915 ) 2022 4,544 2023 4,845 2024 4,797 2025 4,671 Thereafter 32,040 Total future minimum lease payments 49,982 Less: imputed interest ( 11,963 ) Total (2) $ 38,019 (1) Future minimum lease payments for the year ending December 31, 2021 are presented net of tenant improvement allowances of $ 4.8 million. (2) Total future minimum lease payments include the current portion of lease liabilities recorded in Prepaid expenses and other current assets of $ 4.0 million on our Consolidated Balance Sheets, which relates to certain of our leases for which the lease incentives to be received exceed the minimum lease payments to be paid over the next twelve months. On December 17, 2020, we entered into a lease amendment for 1707 N Plano Road, Richardson, Texas. The amendment expands the current leased space with three additional suites totaling approximately 23,833 square feet and extends the lease term to March 31, 2032. The total commitment under this lease is $ 11.6 million. 10. Long-term Debt Credit Agreement On December 24, 2018, we entered into Amendment Number Two to the Credit Agreement (the "Second Amendment") with Wells Fargo, as administrative agent, and the lenders that were parties thereto (as amended, the "Credit Agreement"). Under the terms of the Second Amendment, the lenders issued the Term Loan to us and increased the amount available under the Revolving Facility to $ 50.0 million. The maturity date of the Term Loan and Revolving Facility was December 24, 2023. In addition, pursuant to the Second Amendment, we were permitted to make certain restricted junior payments, including, without limitation, repurchases of our common stock, and to enter into acquisitions with no value limitation, so long as we maintained specified liquidity requirements and leverage ratios. The Second Amendment also modified certain financial covenants by, among other things, requiring us to maintain (i) an EBITDA to interest expense ratio of not less than 3.0 to 1.0, and (ii) a funded indebtedness to EBITDA ratio of not more than 3.5 :1.0 (the "Required Leverage Ratio") (decreasing by 0.25 per year until the Required Leverage Ratio is 2.5 to 1.0); provided, however, that we were not required to maintain the foregoing ratios if our liquidity (defined as the sum of the remaining borrowing capacity under the Credit Agreement and available cash) had equaled or exceeded the greater of $ 20.0 million and 20% of the sum of the outstanding principal amount of the Term Loan and commitments under the Revolving Facility. If we entered into an acquisition with a purchase price greater than or equal to $ 20.0 million, then the Required Leverage Ratio would be increased by 0.5 for the 12-month period immediately following the consummation of such acquisition. The Credit Agreement contained customary affirmative, negative and financial covenants. The affirmative covenants required us to, among other things, disclose financial and other information to the lenders, maintain our business and properties, and maintain adequate insurance. The negative covenants restricted us from, among other things, incurring additional indebtedness, prepaying certain types of indebtedness, encumbering or disposing of our assets, making fundamental changes to our corporate structure, and making certain dividends and distributions. Under the terms of the Second Amendment, borrowings under the Credit Agreement would bear interest at a fluctuating rate per annum equal to, at our option, (i) LIBOR or (ii) an alternate base rate, in each case plus the applicable interest rate margin. Borrowings would fluctuate between LIBOR plus 1.5 % per annum and adjusted LIBOR plus 2.0 % per annum (or between the alternate base rate plus 0.5 % per annum and the alternate base rate plus 1.0 % per annum), based upon our Required Leverage Ratio. 71 Fees payable on the unused portion of the Revolving Facility were 0.25 % per annum, unless the average usage of the Revolving Facility was equal to or less than $ 30.0 million for the applicable period, in which case the fees on the unused portion of the Revolving Facility would have been 0.375 % per annum. In connection with the MyCase Transaction, and as required by the terms of the Credit Agreement, the Credit Agreement was terminated and all obligations outstanding under the Term Loan and Revolving Facility thereunder, including all guarantees and security interests granted with respect to such obligations, were satisfied in full with proceeds from the MyCase Transaction and extinguished. Immediately prior to the repayment of amounts owed under, and termination of, the Credit Agreement, there were approximately $ 48.1 million in term loans outstanding and $ 49.1 million in revolving borrowings outstanding. Refer to Note 1, Nature of Business , and Note 3, Divestitures and Business Combinations , of our Consolidated Financial Statements for more information about the MyCase Transaction. Debt Financing Costs As a result of the Second Amendment, we incurred $ 0.4 million in financing fees that were capitalized and amortized over the remaining life of the related debt, $ 0.2 million of which was related to the Term Loan and $ 0.2 million of which was related to the Revolving Facility. Pursuant to GAAP, the Second Amendment is accounted for as a debt modification. As a result, the unamortized deferred debt financing costs related to the Revolving Facility prior to the Second Amendment were added to the $ 0.2 million of deferred debt financing costs related to the Second Amendment and amortized over the remaining life of the Revolving Facility. Debt financing costs were deferred and amortized, using the straight-line method, which approximated the effective interest method, for costs related to the Term Loan and the straight-line method for costs related to the Revolving Facility over the term of the arrangement; such amortization is included in Interest expense, net in the Consolidated Statements of Operations. Amortization of deferred debt financing costs was not material for the years ended December 31, 2020, 2019 and 2018. At December 31, 2019, the remaining unamortized deferred debt financing costs were $ 0.4 million, of which $ 0.2 million was offset against debt. As of December 31, 2019, $ 0.3 million of the remaining unamortized deferred debt financing costs were recorded in Prepaid expenses and other current assets and Other long-term assets on our Condensed Consolidated Balance Sheets, as they pertained to the Revolving Facility. The following is a summary of our long-term debt as of December 31, 2020 and December 31, 2019 (in thousands): December 31, 2020 December 31, 2019 Principal amounts due under Term Loan $ — $ 48,750 Unamortized debt financing costs — ( 167 ) Long-term debt, net of unamortized debt financing costs $ — $ 48,583 11. Commitments and Contingencies Legal Liability to Landlord Insurance We have a wholly owned subsidiary, Terra Mar Insurance Company, Inc., which was established to provide our customers with the option to purchase legal liability to landlord insurance. If our customers choose to use our insurance services, they are issued an insurance policy underwritten by our third-party service provider. The policy has a limit of $ 100,000 per incident for each insured residence. We have entered into a reinsurance agreement with our third-party service provider and, as a result, we assume a 100 % quota share of the legal liability to landlord insurance provided to our customers through our third-party service provider. Included in cost of revenue we accrue for reported claims, and an estimate of losses incurred but not reported by our property management customers, as we bear the risk related to claims. Our liability for reported claims and incurred but not reported claims at December 31, 2020 and 2019 was $ 1.5 million and $ 1.8 million, respectively, and is included in other current liabilities on our Consolidated Balance Sheets. Included in prepaid expenses and other current assets as of December 31, 2020 and 2019 are $ 2.7 million and $ 1.3 million, respectively, of deposits held with a third party related to requirements to maintain collateral for our insurance services. Legal Proceedings In July 2019, we received a Request for Information from the Civil Rights Division (Housing and Civil Enforcement Section) of the U.S. Department of Justice ("DOJ") requesting certain information relating to our compliance with the Servicemembers Civil Relief Act in connection with our tenant screening Value+ service. On November 6, 2020, the DOJ issued a no action letter, declining to take any action against us and closing its investigation. 72 In December 2018, we received a Civil Investigative Demand from the Federal Trade Commission ("FTC") requesting certain information relating to our compliance with the Fair Credit Reporting Act in connection with our tenant screening Value+ service (the "FTC Investigation"). On April 30, 2020, the FTC staff informed us of its belief that there is a reasonable basis for asserting claims against us for our alleged failure to comply with certain sections of the FCRA that could result in monetary penalty and/or injunctive relief. We disagree with the stated belief of the FTC and vigorously defended our position. Notwithstanding our disagreement with the FTC's position, and primarily in an effort to avoid protracted litigation and potential distraction to our business, we entered into settlement negotiations with the FTC in an effort to resolve all claims and allegations arising out of or relating to the FTC Investigation. Those settlement negotiations resulted in a final agreement between the parties that is memorialized in a Stipulated Order for Permanent Injunction and Civil Penalty Judgment filed in the United States District Court for the District of Columbia on January 12, 2021. We admitted no wrongdoing in connection with the settlement. In the second quarter of 2020, we determined that a loss stemming from the FTC Investigation was probable and that a reasonable estimate of the loss was approximately $ 4.3 million. Accordingly, an accrual of $ 4.3 million is included within accrued expenses on our Consolidated Balance Sheet as of December 31, 2020. The ultimate settlement amount of $ 4.3 million was paid in January 2021. In addition to the foregoing, from time to time, we are involved in various other investigatory inquiries or legal proceedings arising from or related to matters incident to the ordinary course of our business activities, including actions with respect to intellectual property, employment, regulatory and contractual issues. Although the results of such investigatory inquiries and legal proceedings cannot be predicted with certainty, we believe that we are not currently a party to any investigatory inquiries or legal proceeding(s) which, if determined adversely to us, would, individually or taken together, have a material adverse effect on our business, operating results, financial condition or cash flows. Indemnification In the ordinary course of business, we may provide indemnification of varying scope and terms to customers, investors, directors and officers with respect to certain matters, including, but not limited to, losses arising out of our breach of any applicable agreements, services to be provided by us, or intellectual property infringement claims made by third parties. These indemnification provisions may survive termination of the underlying agreement and the maximum potential amount of future payments we could be required to make under these indemnification provisions may not be subject to maximum loss clauses and is indeterminable. We have never paid a material claim, nor have any legal claims been brought against us, in connection with these indemnification arrangements. At December 31, 2020 and 2019, we have not accrued a liability for these indemnification arrangements because we determined that the likelihood of incurring a payment obligation, if any, in connection with these indemnification arrangements is not probable or reasonably possible and the amount or range of amounts of any such liability is not reasonably estimable. 12. Stockholders’ Equity Amended and Restated Certificate of Incorporation Upon the effectiveness of our Amended and Restated Certificate of Incorporation on June 25, 2015, the number of shares of capital stock that is authorized to be issued was increased to 325,000,000 shares, of which 250,000,000 shares are Class A common stock, 50,000,000 shares are Class B common stock and 25,000,000 are undesignated preferred stock. The Class A common stock, Class B common stock and preferred stock have a par value of $ 0.0001 per share. Class A Common Stock and Class B Common Stock Except for voting rights, or as otherwise required by applicable law, the shares of our Class A common stock and Class B common stock have the same powers, preferences and rights and rank equally, share ratably and are identical in all respects as to all matters. The rights and preferences are as follows: Dividend Rights . Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of outstanding shares of our Class A common stock and Class B common stock are entitled to receive dividends out of funds legally available at the times and in the amounts that our Board of Directors may determine. 73 Voting Rights . The holders of our Class A common stock are entitled to one vote per share, and holders of our Class B common stock are entitled to 10 votes per share. The holders of our Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, unless otherwise required by Delaware law or our amended and restated certificate of incorporation. Delaware law could require either holders of our Class A common stock or holders of our Class B common stock to vote separately. In addition, our amended and restated certificate of incorporation requires the approval of the holders of at least a majority of the outstanding shares of our Class B common stock, voting as a separate class to approve a change-in-control transaction. Conversion . Upon the closing of our initial public offering ("IPO"), all shares of our convertible preferred stock and common stock held prior to the offering were converted into shares of Class B common stock. Currently, each share of our Class B common stock is convertible at any time at the option of the holder into one share of our Class A common stock. In addition, each share of our Class B common stock will convert into one share of our Class A common stock upon any transfer, whether or not for value, except for certain transfers described in our amended and restated certificate of incorporation, including, without limitation, (i) a transfer by a partnership or limited liability company that was a registered holder of our Class B common stock at the “effective time,” as defined in our amended and restated certificate of incorporation, to a partner or member thereof at the effective time or (ii) a transfer to a “qualified recipient,” as defined in our amended and restated certificate of incorporation. All the outstanding shares of our Class B common stock will convert automatically into shares of our Class A common stock upon the date when the number of outstanding shares of our Class B common stock represents less than 10 % of all outstanding shares of our Class A common stock and Class B common stock. Once converted into our Class A common stock, our Class B common stock may not be reissued. Right to Receive Liquidation Distributions . Upon our dissolution, liquidation or winding-up, the assets legally available for distribution to our stockholders are distributable ratably among the holders of our Class A common stock and Class B common stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if any, on any outstanding shares of preferred stock. Preferred Stock Effective upon the filing of our amended and restated certificate of incorporation in June 2015, no shares of preferred stock were outstanding because all outstanding shares of our convertible preferred stock converted into our Class B common stock. Pursuant to the terms of our amended and restated certificate of incorporation, our Board of Directors will be authorized, subject to limitations prescribed by Delaware law, to issue up to 25,000,000 shares of our preferred stock in one or more series, to establish from time to time the number of shares to be included in each series, and to fix the designation, powers, preferences and rights of the shares of each series and any of its qualifications, limitations or restrictions, in each case without further action by our stockholders. The number of authorized shares of any series of preferred stock may be increased or decreased, but not below the number of shares of that series then outstanding, by the affirmative vote of the holders of a majority of the voting power of our outstanding capital stock entitled to vote thereon, or such other vote as may be required by the certificate of designation establishing the series. Share Repurchase Program On February 20, 2019, our Board of Directors authorized a $ 100.0 million share repurchase program (the "Share Repurchase Program") relating to our outstanding shares of Class A common stock. Under the Share Repurchase Program, share repurchases may be made from time to time, as directed by a committee consisting of three directors, in open market purchases or in privately negotiated transactions at a repurchase price that the members of the committee unanimously believe is below intrinsic value conservatively determined. The Share Repurchase Program does not obligate us to repurchase any specific dollar amount or number of shares, there is no expiration date for the Share Repurchase Program, and it may be modified, suspended or terminated at any time and for any reason. During the three months ended March 31, 2020, we repurchased a total of 48,002 shares of our Class A common stock through open market repurchases, and recorded a $ 4.2 million reduction to stockholders' equity, which includes broker commissions. We have not made any repurchases under the Share Repurchase Program subsequent to the three months ended March 31, 2020. 13. Stock-Based Compensation 2015 Stock Incentive Plan 74 In conjunction with our IPO in 2015, our Board of Directors and stockholders adopted the 2015 Stock Incentive Plan (the "2015 Plan"). Upon adoption of the 2015 Plan, 2,000,000 shares of our Class A common stock were reserved and available for grant and issuance. On January 1 of each subsequent calendar year, the number of shares available for grant and issuance under the 2015 Plan increase by the lesser of (i) the number of shares of our Class A common stock subject to awards granted under the 2015 Plan during the preceding calendar year and (ii) such lesser number of shares of our Class A common stock determined by our Board of Directors. At December 31, 2020, we have reserved an aggregate of 4,026,493 shares of our Class A common stock for grant and issuance under the 2015 Plan. The number of shares of our Class A common stock is also subject to adjustment in the event of a recapitalization, stock split, reclassification, stock dividend or other change in our capitalization. The 2015 Plan authorizes the award of stock options, stock appreciation rights, RSAs, RSUs, performance awards and stock bonuses. The 2015 Plan provides for the grant of awards to our employees, directors, consultants and independent contractors, subject to certain exceptions. RSUs, PSUs, and RSAs have been issued during 2020 pursuant to the 2015 Plan. Stock options may vest based on the passage of time or the achievement of performance conditions at the discretion of our compensation committee. Our compensation committee may provide for stock options to be exercised only as they vest or to be immediately exercisable with any shares issued on exercise being subject to our right of repurchase that lapses as the shares vest. The maximum term of stock options granted under the 2015 Plan is 10 years. RSUs and PSUs represent the right on the part of the holder to receive shares of our Class A common stock at a specified date in the future or the achievement of performance conditions at the discretion of our compensation committee, subject to forfeiture of that right due to termination of employment. If an RSU or PSU has not been forfeited, then, on the specified date, we will deliver to the holder of the RSU or PSU shares of our Class A common stock. 2007 Stock Incentive Plan On February 14, 2007, our Board of Directors adopted the 2007 Stock Incentive Plan (the “2007 Plan”). Following our IPO, our Board of Directors determined not to make any further awards under the 2007 Plan. The 2007 Plan expired on February 14, 2017. The 2007 Plan will continue to govern outstanding awards granted under the 2007 Plan. Stock Options A summary of our stock option activity for the year ended December 31, 2020 is as follows (number of shares in thousands): Number of Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life in Years Options outstanding as of December 31, 2019 1,342 $ 11.84 5.9 Options granted — — Options exercised ( 119 ) 6.93 Options cancelled/forfeited ( 55 ) 23.75 Options outstanding as of December 31, 2020 1,168 $ 11.77 5.0 At December 31, 2020: Options vested and expected to vest 1,168 $ 11.77 5.0 Options exercisable 1,168 $ 11.77 5.0 During the year ended December 31, 2020, 77,000 PSOs vested based on the achievement of 95 % of the pre-established free cash flow performance target for the year ended December 31, 2019, and 40,000 PSOs vested based on the achievement of 115 % of the pre-established gross margin target for the year ended December 31, 2019. Our stock-based compensation expense for stock options for the years ended December 31, 2020 was not material. Our stock-based compensation expense for stock options for the years ended December 31, 2019 and 2018 was $ 0.6 million and $ 1.6 million, respectively. At December 31, 2020, the total remaining stock-based compensation expense for unvested stock options was no t material. The fair value of stock options is estimated on their date of grant using the Black-Scholes option-pricing model. No stock options were granted during the years ended December 31, 2020, 2019 or 2018. The total intrinsic value of options exercised in 2020, 2019 and 2018 was $ 17.9 million, $ 11.5 million, and $ 7.5 million, respectively. This intrinsic value represents the difference between the fair value of our common stock on the date of 75 exercise and the exercise price of each option. Based on the fair value of our common stock at December 31, 2020, the total intrinsic value of all outstanding options, exercisable options, and options vested and expected to vest was $ 196.6 million. The excess tax benefit realized from option exercises during the years ended December 31, 2020, 2019 and 2018 was $ 30.1 million, $ 20.5 million, and $ 7.7 million, respectively. Restricted Stock Units A summary of activity in connection with our RSUs for the year ended December 31, 2020 is as follows (number of shares in thousands): Number of Shares Weighted Average Grant Date Fair Value per Share Unvested as of December 31, 2019 646 $ 52.42 Granted 174 112.24 Vested ( 268 ) 36.58 Forfeited ( 69 ) 70.52 Unvested as of December 31, 2020 483 $ 80.20 During the year ended December 31, 2020, we granted a total of 160,000 RSUs that are subject to time-based vesting in equal annual installments over four years , and 14,000 PSUs that are subject to vesting based on the achievement of pre-established consolidated net revenue growth targets for the years ending December 31, 2020, 2021 and 2022, assuming continued employment throughout the performance period. The number of PSUs granted, as included in the above table, assumes achievement of the performance metric at 100 % of the performance target. The actual number of shares to be issued at the end of the performance period will range from 0 % to 100 % of the initial target awards. Achievement of the performance metric between 100 % and 150 % of the performance target will result in a performance-based cash bonus payment between 100 % and 165 % of the initial target awards. During the year ended December 31, 2020, 84,000 PSUs vested and 4,000 PSUs were cancelled based on the achievement of 95 % of the pre-established free cash flow performance target for the year ended December 31, 2019. Included in the unvested RSUs and PSUs at December 31, 2020 are 32,000 and 82,000 PSUs granted in 2019 and 2018, respectively. Of these PSUs, 48,000 are subject to vesting based on the achievement of a pre-established consolidated net revenue growth target for the year ending December 31, 2020, 42,000 are subject to vesting based on the achievement of a pre-established consolidated net revenue growth target for the year ending December 31, 2021, and 24,000 are subject to vesting based on the achievement of a pre-established consolidated net revenue growth target for the year ending December 31, 2022. The number of PSUs granted assumes achievement of the performance metric at 100 % of the performance target. The actual number of shares to be issued at the end of the performance period will range from 0 % to 100 % of the initial target awards. Achievement of the performance metric between 100 % and 150 % of the performance target will result in a performance-based cash bonus payment between 100 % and 165 % of the initial target awards. We recognize expense for the PSUs based on the grant date fair value of the PSUs that we determine are probable of vesting. Adjustments to compensation expense are made each period based on changes in our estimate of the number of PSUs that are probable of vesting. Our stock-based compensation expense for the RSUs and PSUs for the years ended December 31, 2020, 2019 and 2018, was $ 10.4 million, $ 8.3 million and $ 5.5 million, respectively. At December 31, 2020, the total remaining stock-based compensation expense for these RSUs was $ 23.4 million, which is expected to be recognized over a weighted average period of 2.2 years. 76 Restricted Stock Awards A summary of activity in connection with our RSAs for the year ended December 31, 2020 is as follows (number of shares in thousands): Number of Shares Weighted- Average Grant Date Fair Value per Share Unvested as of December 31, 2019 5 $ 105.88 Granted 5 153.41 Vested ( 5 ) 105.88 Forfeited — — Unvested as of December 31, 2020 5 $ 153.41 We have the right to repurchase any unvested RSAs subject to certain conditions. RSAs vest over a one-year period. For the years ended December 31, 2020, 2019 and 2018, we recognized stock-based compensation expense for RSAs of $ 0.7 million, $ 0.3 million and $ 0.3 million, respectively. During 2020, the grant date fair value of the shares vested was $ 0.5 million. At December 31, 2020, the total remaining stock-based compensation expense for unvested RSAs was $ 0.4 million, which is expected to be recognized over a weighted average period of 0.7 years. 14. Income Taxes For the year ended December 31, 2020, we recorded income tax expense of $ 38.4 million. The tax provision for the year ended December 31, 2020 includes tax expense of $ 51.3 million relating to the MyCase Transaction which includes $ 52.3 million of current tax expense on the gain on the sale of MyCase, less a $ 1.0 million benefit on the reversal of deferred tax liabilities relating to MyCase. For tax purposes, we plan to file an election to treat the transaction as a sale of assets. As such, the tax impact takes into consideration the tax basis of the assets on the date of sale and the availability of net operating losses and research and development tax credits. The effective tax rate as compared to the U.S. federal statutory rate of 21% differs primarily due to state income taxes and the benefits associated with stock-based compensation expense and research and development tax credits. Set forth below is a reconciliation of the components that caused our provision for income taxes to differ from amounts computed by applying the United States federal statutory rate for the years ended December 31, 2020, 2019, and 2018: Year Ended December 31, 2020 2019 2018 U.S. federal statutory income tax rate 21 % 21 % 21 % State and local income taxes, net of federal benefit 3 ( 53 ) ( 3 ) Stock-based compensation expense ( 3 ) ( 88 ) ( 7 ) Meals and entertainment — 7 1 Change in valuation allowance — ( 475 ) ( 1 ) Other permanent differences 1 — — Research and development tax credits ( 2 ) ( 64 ) ( 9 ) Provision for (benefit from) income taxes 20 % ( 652 ) % 2 % 77 The provision for (benefit from) income tax consists of the following (in thousands): Year Ended December 31, 2020 2019 2018 Current Federal $ 3,982 $ — $ — State and local 5,444 ( 15 ) 339 Total current 9,426 ( 15 ) 339 Deferred Federal 27,982 ( 18,761 ) 65 State and local 1,020 ( 12,683 ) 16 Total deferred 29,002 ( 31,444 ) 81 Total income tax provision (benefit) $ 38,428 $ ( 31,459 ) $ 420 The components of deferred tax assets (liabilities) were as follows (in thousands): December 31, 2020 2019 Deferred income tax assets: Net operating loss carryforwards $ 4,112 $ 22,525 Research and development tax credits 9,467 17,700 Stock-based compensation 2,783 2,895 Lease asset 9,992 8,291 Other 2,196 1,692 Total deferred tax assets 28,550 53,103 Deferred tax liabilities: Property, equipment and software ( 13,412 ) ( 7,965 ) Intangible assets ( 2,693 ) ( 3,767 ) Capitalized commissions ( 2,708 ) ( 2,492 ) State taxes ( 2,350 ) ( 2,563 ) Lease liability ( 8,064 ) ( 7,152 ) Other ( 751 ) ( 1,590 ) Total deferred tax liabilities ( 29,978 ) ( 25,529 ) Total net deferred tax (liabilities) assets $ ( 1,428 ) $ 27,574 At December 31, 2020, we had no federal net operating loss carryforwards. At December 31, 2020, we had state net operating loss carryforwards of $ 46.5 million, which will begin to expire in 2028. At December 31, 2020, we also had federal and state research and development credit carryforwards of $ 4.1 million and $ 11.5 million, respectively. The federal credit carryforwards will begin to expire in 2040, while the state credit carryforwards apply indefinitely. The Internal Revenue Code of 1986, as amended (“IRC”), imposes substantial restrictions on the utilization of tax attributes in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use pre-change tax attributes may be limited as prescribed under IRC Section 382. Events which may cause limitation in the amount of the tax attributes that we utilize in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a rolling three-year period. We have undertaken an IRC Section 382 analysis and have determined that there are no limitations on the tax attributes at December 31, 2020. 78 For the years ended December 31, 2019 and 2018, we recorded an income tax benefit of $ 31.5 million and income tax expense of $ 0.4 million. During the second quarter of 2019, we evaluated all available positive and negative evidence, including our sustained profitability in 2018 and 2019, the impact of recent acquisitions and future projections of profitability. As a result, we determined that all of our deferred tax assets were more likely than not to be realized and reversed the valuation allowance against those deferred tax assets accordingly. The change in the valuation allowance for the years ended December 31, 2020, 2019 and 2018 was as follows (in thousands): Year Ended December 31, 2020 2019 2018 Valuation allowance, at beginning of year $ — $ 23,002 $ 23,827 Decrease in valuation allowance — ( 23,002 ) ( 825 ) Valuation allowance, at end of year $ — $ — $ 23,002 The following is a reconciliation of the total amounts of reserves for unrecognized tax benefits from uncertain tax positions (in thousands): Year Ended December 31, 2020 2019 2018 Unrecognized tax benefit beginning of year $ 4,421 $ 2,977 $ 2,105 Increases-tax positions in current year 1,720 1,444 872 Unrecognized tax benefit end of year $ 6,141 $ 4,421 $ 2,977 The unrecognized tax benefits are recorded as a reduction to the deferred tax assets and liabilities. At December 31, 2020 and 2019, we had no accrued interest and penalties related to uncertain income tax positions. We do not anticipate that the amount of unrecognized tax benefits will significantly increase or decrease within the next twelve months. We are subject to taxation in the United States and various states. Due to the net operating loss carryforwards, our federal and state returns are open to examination by the Internal Revenue Service and state jurisdictions for all years since inception. We are not currently under audit by any taxing authorities. 15. Revenue and Other Information The following table presents our revenue categories for the years ended December 31, 2020, 2019 and 2018 (in thousands): Year Ended December 31, 2020 2019 2018 Core solutions $ 100,938 $ 88,581 $ 70,549 Value+ services 195,146 153,994 113,072 Other 13,972 13,437 6,450 Total revenue $ 310,056 $ 256,012 $ 190,071 Our revenue is generated primarily from United States customers. All of our property and equipment is located in the United States. 16. Retirement Plans We have a 401(k) retirement and savings plan made available to all employees. The 401(k) plan allows each participant to contribute up to an amount not to exceed an annual statutory maximum. We may, at our discretion, make matching contributions to the 401(k) plan. Cash contributions to the plan were $ 3.2 million, $ 2.5 million, and $ 1.6 million for the years ended December 31, 2020, 2019 and 2018, respectively. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 79 None.