8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
____________________

FORM 8-K
____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 5, 2014
____________________

RealPage, Inc.
(Exact name of registrant as specified in its charter)

Delaware	001-34846	75-2788861
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4000 International Parkway Carrollton, Texas	75007
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:   (972) 820-3000

________________________________________________________________________________
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01  Entry into a Material Definitive Agreement

On May 5, 2014, RealPage, Inc. (the “Company”) entered into a Fourth Amendment to Amended and Restated Credit Agreement (the “Fourth Amendment)” by and among the Company, Wells Fargo Capital Finance, LLC, as the arranger and administrative agent (“Agent”) and the lenders party thereto (the “Lenders”). The Fourth Amendment amends the terms of the Company’s existing Amended and Restated Credit Agreement, dated as of December 22, 2011 (the “Credit Facility”), by and among the Company, the Agent and the Lenders. Under the terms of the Fourth Amendment, the restrictive covenants were amended to permit the Company to repurchase up to $75,000,000 of the Company’s capital stock, subject to certain conditions. Additionally, the fixed charge coverage ratio was replaced with a new minimum interest expense coverage ratio and the maximum capital expenditures limitations were increased.

The Agent, Lenders and their affiliates have engaged in, and may in the future engage in, banking and other commercial dealings in the ordinary course of business with the Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

 The foregoing description of the Fourth Amendment is qualified in its entirety by reference to the full text of the Fourth Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 2.02  Results of Operations and Financial Condition

On May 6, 2014, RealPage, Inc. issued a press release reporting its financial results for its fiscal quarter ended March 31, 2014. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 8.01  Other Events

On May 6, 2014, the Company issued a press release announcing that its board of directors authorized a stock repurchase program, under which the Company may purchase up to $50 million of its outstanding shares of common stock continuing for a period of up to one year.  Under the repurchase program, the Company is authorized to repurchase shares through Rule 10b5-1 plans, open market purchases, privately negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended.  The Company may choose to suspend or discontinue the repurchase program at any time.  Any repurchased shares will be retired to the status of authorized and unissued shares. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
10.1	Fourth Amendment to Amended and Restated Credit Agreement among the Registrant, Wells Fargo Capital Finance, LLC and the Lenders Party thereto dated May 5, 2014.
99.1	RealPage, Inc. Press Release dated May 6, 2014.

The information furnished in this Current Report under Item 2.02 and Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RealPage, Inc.
	(Registrant)
May 6, 2014	/s/ TIMOTHY J. BARKER
(Date)	Timothy J. Barker Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Fourth Amendment to Amended and Restated Credit Agreement among the Registrant, Wells Fargo Capital Finance, LLC and the Lenders Party thereto dated May 5, 2014.
99.1	RealPage, Inc. Press Release dated May 6, 2014.

EX-10.1

Exhibit 10.1

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is entered into as of May 5, 2014, by and among WELLS FARGO CAPITAL FINANCE, LLC (formerly known as Wells Fargo Foothill, LLC), a Delaware limited liability company, as the arranger and administrative agent ("Agent") for the Lenders (as defined in the Credit Agreement referred to below), the Lenders party hereto and REALPAGE, INC., a Delaware corporation (the "Borrower").

WHEREAS, Borrower, Agent, and Lenders are parties to that certain Amended and Restated Credit Agreement dated as of December 22, 2011 (as amended, restated, modified or supplemented from time to time, the "Credit Agreement");

WHEREAS, Borrower, Agent and the Lenders desire to amend the Credit Agreement in certain respects as set forth herein and Agent and the Lenders have agreed to the foregoing, on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:

1.        Defined Terms.  Unless otherwise defined herein, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement.

2.        Amendment to Credit Agreement.  In reliance upon the representations and warranties of Borrower set forth in Section 6 below, and subject to the satisfaction of the conditions to effectiveness set forth in Section 5 below, the Credit Agreement is hereby amended as follows:

(a)       Section 6.9 of the Credit Agreement is hereby amended and restated in its entirety as follows:

6.9.      Restricted Junior Payments.

  Make any Restricted Junior Payment; provided, however, that so long as it is permitted by law, and so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, (i) Borrower's Subsidiaries may make distributions to any Loan Party, (ii) Borrower may make distributions to former employees, officers, consultants or directors (or any spouses, ex-spouses, or estates of any of the foregoing) on account of redemptions of Stock of Borrower held by such Persons, provided, however, that the aggregate amount of such redemptions made by Borrower during the term of this Agreement does not exceed $750,000 in the aggregate, (iii) Borrower may make distributions to its shareholders in accordance with Borrower's Governing Documents in lieu of issuing any fractional shares in the event of the conversion of the preferred stock of Borrower held by such Persons into common stock of Borrower, provided, however, that the aggregate amount of such distributions made by Borrower during any fiscal year of Borrower does not exceed $25,000 in the aggregate, and (iv) from time to time during the period commencing on the Fourth Amendment Effective Date and ending May 5, 2016, Borrower may repurchase Stock issued by Borrower, provided, however, that (x) both immediately before and immediately after giving effect to each such stock repurchase, Excess Availability plus Qualified Cash of Borrower shall be at least $20,000,000, and (y) the aggregate amount of all such stock repurchases does not exceed $75,000,000.

(b)      Section 7(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

  (a)       Minimum Interest Expense Coverage Ratio.  Have an Interest Expense Coverage Ratio, measured on a fiscal quarter-end basis, of not less than 1.75:1.00 for the 12 month period ending on the last day of each fiscal quarter of Borrower and its Subsidiaries beginning with the fiscal quarter ending June 30, 2014.

(c)       Section 7(c) of the Credit Agreement is hereby amended (and solely with respect to the amendment of the amount for Fiscal Year 2013, such amendment is effective as of December 31, 2013) by amending and restating the table therein to read as follows:

Fiscal Year 2013	Fiscal Year 2014	Fiscal Year 2015 and each Fiscal Year thereafter
$26,000,000	$30,000,000	$33,000,000

(d)       Schedule 1.1 to the Credit Agreement is hereby amended by amending the last sentence of the defined term "EBITDA" to delete the reference to "Fixed Charge Coverage Ratio" therein and replace it in its entirety with "Interest Expense Coverage Ratio."

(e)       Schedule 1.1 to the Credit Agreement is hereby amended to add the following defined terms in the appropriate alphabetical order:

"Fourth Amendment Effective Date" means May 5, 2014.

"Interest Expense Coverage Ratio" means, for any period, the ratio of (x) EBITDA for such period to (y) Interest Expense (other than Interest Expense that is not paid or payable in cash (including pay-in-kind or capitalized interest expense)) paid or payable for such period.

(f)       Schedule 1.1 to the Credit Agreement is hereby amended to delete the following defined terms in their entirety: "Fixed Charge Coverage Ratio" and "Fixed Charges."

(g)       Schedule 4 of Exhibit C-1 of the Credit Agreement is hereby amended and restated in its entirety as set forth on Exhibit C hereto.

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3.        Continuing Effect.  Except as expressly set forth in Section 2 of this Amendment, nothing in this Amendment shall constitute a modification or alteration of the terms, conditions or covenants of the Credit Agreement or any other Loan Document, or a waiver of any other terms or provisions thereof, and the Credit Agreement and the other Loan Documents shall remain unchanged and shall continue in full force and effect, in each case as amended hereby.

4.        Reaffirmation and Confirmation.  Borrower hereby ratifies, affirms, acknowledges and agrees that the Credit Agreement and the other Loan Documents to which it is a party represent the valid, enforceable and collectible obligations of Borrower, and further acknowledges that there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Credit Agreement or any other Loan Document.  Borrower hereby agrees that this Amendment in no way acts as a release or relinquishment of the Liens and rights securing payments of the Obligations.  The Liens and rights securing payment of the Obligations are hereby ratified and confirmed by Borrower in all respects.

5.        Conditions to Effectiveness.  This Amendment shall become effective upon the satisfaction of the following conditions precedent:

(a)       Agent shall have received a copy of this Amendment executed and delivered by Agent, the Required Lenders and the Loan Parties (with four (4) original copies of this Amendment to follow within two (2) Business Days after the date hereof); and

(b)       After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the date hereof or as of the date of the effectiveness of this Amendment.

6.        Representations and Warranties.  In order to induce Agent and Lenders to enter into this Amendment, each Loan Party hereby represents and warrants to Agent and Lenders that:

(a)       After giving effect to this Amendment, all representations and warranties contained in the Loan Documents to which such Loan Party is a party are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality of dollar thresholds in the text thereof) on and as of the date of this Amendment (except to the extent any representation or warranty expressly related to an earlier date in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or dollar thresholds in the text thereof) on and as of such earlier date);

(b)       No Default or Event of Default has occurred and is continuing; and

(c)       This Amendment and the Loan Documents, as amended hereby, constitute legal, valid and binding obligations of such Loan Party and are enforceable against such Loan Party in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally.

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7.        Miscellaneous.

(a)       Expenses.  Borrower agrees to pay on demand all reasonable costs and expenses of Agent and the Lenders (including reasonable attorneys' fees) incurred in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith.  All obligations provided herein shall survive any termination of this Amendment and the Credit Agreement as amended hereby.

(b)       Choice of Law and Venue; Jury Trial Waiver; Reference Provision.  Without limiting the applicability of any other provision of the Credit Agreement or any other Loan Document, the terms and provisions set forth in Section 12 of the Credit Agreement are expressly incorporated herein by reference.

(c)       Counterparts.  This Amendment may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment.

8.        Release.

(a)       In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, controversies, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which such Loan Party or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment for or on account of, or in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto.

(b)       Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

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(c)       Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their respective officers thereunto duly authorized and delivered as of the date first above written.

REALPAGE, INC.,
a Delaware corporation


By: /s/ Timothy J. Barker                   
Name: Timothy J. Barker                   
Title: Chief Financial Officer             

Signature Page to Fourth Amendment to Amended and Restated Credit Agreement

WELLS FARGO CAPITAL FINANCE, LLC,
a Delaware limited liability company, as Agent and as a Lender


By: /s/ Daniel Morihiro                     
Name: Daniel Morihiro                      
Title: Director                                      

Signature Page to Fourth Amendment to Amended and Restated Credit Agreement

BANK OF AMERICA, N.A.,
a national banking association, as a Lender


By: /s/ Jennifer Yan                          
Name: Jennifer Yan                          
Title: Senior Vice President               

Signature Page to Fourth Amendment to Amended and Restated Credit Agreement

JPMORGAN CHASE BANK, N.A.,
a national banking association, as a Lender


By: /s/ Scott R. Maggard                  
Name: Scott R. Maggard                  
Title: Underwriter III                         

Signature Page to Fourth Amendment to Amended and Restated Credit Agreement

Comerica Bank,
A Texas Banking Association, as a Lender


By: /s/ Charles Fell                            
Name: Charles Fell                            
Title: Vice President                          

Signature Page to Fourth Amendment to Amended and Restated Credit Agreement

CONSENT AND REAFFIRMATION

Each Guarantor hereby (i) acknowledges receipt of a copy of the foregoing Fourth Amendment to Amended and Restated Credit Agreement (the "Amendment"; capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Amendment), (ii) consents to Borrower's execution and delivery of the Consent; (iii) agrees to be bound by the Amendment (including Section 8 thereof); (iv) affirms that nothing contained in the Amendment shall modify in any respect whatsoever any Loan Document to which it is a party except as expressly set forth therein; and (v) ratifies, affirms, acknowledges and agrees that each of the Loan Documents to which such Guarantor is a party represents the valid, enforceable and collectible obligations of such Guarantor, and further acknowledges that there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Credit Agreement or any other such Loan Document.  Each Guarantor hereby agrees that the Amendment in no way acts as a release or relinquishment of the Liens and rights securing payments of the Obligations.  The Liens and rights securing payment of the Obligations are hereby ratified and confirmed by such Guarantor in all respects.  Although each Guarantor has been informed of the matters set forth herein and has acknowledged and agreed to same, each Guarantor understands that neither Agent nor any Lender has any obligation to inform any Guarantor of such matters in the future or to seek any Guarantor's acknowledgment or agreement to future amendments, waivers or consents, and nothing herein shall create such a duty.

[Signature Page Follows]

MULTIFAMILY INTERNET VENTURES, LLC,
a California limited liability company


By: /s/ Timothy J. Barker                 
Name: Timothy J. Barker                  
Title: VP, CFO and Treasurer          

STARFIRE MEDIA, INC.,
a Delaware corporation


By: /s/ Timothy J. Barker                   
Name: Timothy J. Barker                   
Title: VP, CFO and Treasurer            

REALPAGE INDIA HOLDINGS, INC.,
a Delaware corporation


By: /s/ Timothy J. Barker                    
Name: Timothy J. Barker                    
Title: VP, CFO and Treasurer             

A.L. WIZARD, INC.,
a Delaware corporation


By: /s/ Timothy J. Barker                    
Name: Timothy J. Barker                    
Title: VP, CFO and Treasurer             

PROPERTYWARE LLC
a California limited liability company

By: RealPage, Inc., as Sole Member

By: /s/ Timothy J. Barker                     
Name: Timothy J. Barker                     
Title: Chief Financial Officer               

Consent and Reaffirmation to Fourth Amendment to Amended and Restated Credit Agreement

43642 YUKON INC.,
a Yukon company


By: /s/ Timothy J. Barker                 
Name: Timothy J. Barker                 
Title: VP, CFO and Treasurer          

eREAL ESTATE INTEGRATION, INC.,
a California corporation


By: /s/ Timothy J. Barker                 
Name: Timothy J. Barker                 
Title: VP, CFO and Treasurer          

RP NEWCO LLC,
a Delaware limited liability company

By: RealPage, Inc., as Sole Member


By: /s/ Timothy J. Barker                 
Name: Timothy J. Barker                 
Title: Chief Financial Officer           

RP NEWCO II LLC,
a Delaware limited liability company

By: RealPage, Inc., as Sole Member


By: /s/ Timothy J. Barker               
Name: Timothy J. Barker               
Title: Chief Financial Officer         

RENT MINE ONLINE INC.,
a Delaware corporation


By: /s/ Timothy J. Barker               
Name: Timothy J. Barker               
Title: VP, CFO and Treasurer        

Consent and Reaffirmation to Fourth Amendment to Amended and Restated Credit Agreement

REALPAGE PHILIPPINES HOLDINGS LLC,
a Delaware limited liability company

By: RealPage, Inc., as Sole Member


By: /s/ Timothy J. Barker                 
Name: Timothy J. Barker                 
Title: Chief Financial Officer            

REALPAGE FORMS LLC,
a Delaware limited liability company


By: /s/ Timothy J. Barker                   
Name: Timothy J. Barker                   
Title: VP, CFO and Treasurer            

SENIOR-LIVING.COM, INC.,
a Delaware corporation


By: /s/ Timothy J. Barker                  
Name: Timothy J. Barker                   
Title: VP, CFO and Treasurer            

MULTIFAMILY TECHNOLOGY SOLUTIONS, INC., a Delaware corporation


By: /s/ Timothy J. Barker                  
Name: Timothy J. Barker                   
Title: VP, CFO and Treasurer            

MTS NEW JERSEY, INC., a Delaware corporation


By: /s/ Timothy J. Barker                  
Name: Timothy J. Barker                   
Title: VP, CFO and Treasurer           

Consent and Reaffirmation to Fourth Amendment to Amended and Restated Credit Agreement

MTS CONNECTICUT, INC.,
a Delaware corporation


By: /s/ Timothy J. Barker                   
Name: Timothy J. Barker                   
Title: VP, CFO and Treasurer            

MTS MINNESOTA, INC.,
a Delaware corporation


By: /s/ Timothy J. Barker                 
Name: Timothy J. Barker                  
Title: VP, CFO and Treasurer           

LEASESTAR LLC, a Delaware limited liability company

By: RealPage, Inc., as Sole Member

By: /s/ Timothy J. Barker                 
Name: Timothy J. Barker                 
Title: Chief Financial Officer           

RP NEWCO V LLC, a Delaware limited liability company

By: RealPage, Inc., as Sole Member

By: /s/ Timothy J. Barker                   
Name: Timothy J. Barker                   
Title: Chief Financial Officer             

VELOCITY UTILITY SOLUTIONS LLC, a Texas limited liability company

By: RealPage, Inc., as Sole Member

By: /s/ Timothy J. Barker                    
Name: Timothy J. Barker                     
Title: Chief Financial Officer               

Consent and Reaffirmation to Fourth Amendment to Amended and Restated Credit Agreement

EXHIBIT C-1

SCHEDULE 4

Financial Covenants

1.        Interest Expense Coverage Ratio.  

Borrower's and its Subsidiaries' Interest Expense Coverage Ratio, measured on a quarter-end basis, for the quarter period ending _________, ________ is ___:1.0, which [is/is not] greater than or equal to the amount set forth in Section 7(a) of the Credit Agreement for the corresponding period.

2.        Senior Leverage Ratio.

Borrower's and its Subsidiaries' Senior Leverage Ratio, measured on a quarter-end basis, for the quarter period ending __________, ________ is ____: 1.0, which [is/is not] less than or equal to the amount set forth in Section 7(b) of the Credit Agreement for the corresponding period.  

3.        Capital Expenditures.  

Borrower's and its Subsidiaries Capital Expenditures from the beginning of Borrower's most recent fiscal year to the date hereof is ____________, which [is/is not] less than or equal to the amount set forth in Section 7(c) of the Credit Agreement for the corresponding period (including carry forward of $________ from prior fiscal year).

Schedule 4 to Exhibit C-1 - Form of Compliance Certificate

EX-99.1

Exhibit 99.1

RealPage Reports Q1 2014 Financial Results

• 2014 Q1 Non-GAAP revenue increases 15% to $101.9 million
• 2014 Q1 Non-GAAP on demand revenue increases 15% to $98.3 million
• 2014 Q1 adjusted EBITDA increases 19% to $24.5 million
• 2014 Q1 Non-GAAP earnings per share increases 23% to $0.16 per diluted share
• 2014 Q1 cash flow from operations increases 37% to $23.6 million

CARROLLTON, Texas--(BUSINESS WIRE)--May 6, 2014--RealPage, Inc. (NASDAQ:RP), a leading provider of on demand software and software-enabled services to the rental housing industry, today announced financial results for its first quarter ended March 31, 2014.

“First quarter revenue, adjusted EBITDA and cash flow growth was solid compared to the prior year period,” said Steve Winn, Chairman and CEO of RealPage. “Revenue growth also exhibited improvement sequentially driven by strong on demand revenue growth. We continue to be focused on launching new products, investing in the sales force and improving the efficiency of our implementations group to accelerate revenue growth over the long-term.”

The company also announced that its board of directors approved a stock repurchase program authorizing the company to purchase up to $50 million of its common stock beginning May 8, 2014 and continuing for a period of up to one year. “The Board’s authorization of a stock repurchase program reflects our confidence in the long-term outlook of the company,” said Mr. Winn.

First Quarter 2014 Financial Highlights

• Non-GAAP total revenue was $101.9 million, an increase of 15% year-over-year, while GAAP total revenue was $100.6 million, an increase of 13% year-over-year;
• Non-GAAP on demand revenue was $98.3 million, an increase of 15% year-over-year, while GAAP on demand revenue was $97.0 million, an increase of 14% year-over-year;
• Adjusted EBITDA was $24.5 million, an increase of 19% year-over-year;
• Non-GAAP net income was $12.1 million, or $0.16 per diluted share, a year-over-year increase of 21% and 23%, respectively; and
• GAAP net loss was $0.8 million, or $0.01 per diluted share, compared to GAAP net income of $1.0 million, or $0.01 per diluted share, in the prior year quarter.

Financial Outlook

RealPage management expects to achieve the following results during its second quarter ended June 30, 2014:

• Non-GAAP total revenue is expected to be in the range of $106.0 million to $108.0 million;
• Adjusted EBITDA is expected to be in the range of $25.0 million to $25.5 million;
• Non-GAAP net income is expected to be in the range of $12.1 million to $12.4 million, or $0.16 per diluted share;
• Non-GAAP tax rate of approximately 40.0%; and
• Weighted average shares outstanding of approximately 77.9 million.

RealPage management expects to achieve the following results during its calendar year ended December 31, 2014:

• Non-GAAP total revenue is expected to be in the range of $440.0 million to $450.0 million;
• Adjusted EBITDA is expected to be in the range of $105.0 million to $110.0 million;
• Non-GAAP net income is expected to be in the range of $51.1 million to $54.1 million, or $0.65 to $0.69 per diluted share;
• Non-GAAP tax rate of approximately 40.0%; and
• Full year weighted average shares outstanding of approximately 78.1 million.

Please note that the above statements are forward looking and that Non-GAAP total revenue includes an adjustment for the effect of acquisition-related and other deferred revenue. In addition, the above statements also include the impact of acquisitions and exclude any costs resulting from the Yardi litigation (including related insurance litigation and settlement costs). Actual results may differ materially. Please reference the information under the caption “Non-GAAP Financial Measures” as well as reconciliation tables of GAAP financial measures to non-GAAP financial measures as set forth in this press release.

Conference Call and Webcast

The Company will host a conference call today at 5:00 p.m. EDT to discuss its financial results. Participants are encouraged to listen to the presentation via a live web broadcast at www.realpage.com on the Investor Relations section. In addition, a live dial-in is available domestically at 866-743-9666 and internationally at 760-298-5103. A replay will be available at 855-859-2056 or 404-537-3406, passcode 40631844, until May 12, 2014.

About RealPage

RealPage, Inc. is a leading provider of comprehensive property management software solutions for the multifamily, commercial, single-family and vacation rental housing industries. These solutions help property owners increase efficiency, decrease expenses, enhance the resident experience and generate more revenue. Using its innovative SaaS platform, RealPage’s on-demand software enables easy system integration and streamlines online property management. Its product line covers the full spectrum of property management solutions, including leasing, accounting, revenue management, marketing solutions, resident services, renter insurance, utility management, spend management and apartment market research. Founded in 1998 and headquartered in Carrollton, Texas, RealPage currently serves over 9,200 clients worldwide from offices in North America and Asia. For more information about the company, visit http://www.realpage.com/.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains “forward-looking” statements relating to RealPage, Inc.’s expected, possible or assumed future results of operations, growth, expenditures, tax rates, outstanding shares, and continued focus on launching new products, investing in the sales force and improving the efficiency of RealPage’s implementation group to accelerate revenue growth over the long-term. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include all statements that are not historical facts and may be identified by terms such as “expects,” “believes,” “plans,” or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the following: (a) the possibility that general economic conditions or uncertainty cause information technology spending, particularly in the rental housing industry, to be reduced or purchasing decisions to be delayed; (b) an increase in customer cancellations; (c) the inability to increase sales to existing customers and to attract new customers; (d) RealPage, Inc.’s failure to integrate acquired businesses and any future acquisitions successfully; (e) the timing and success of new product introductions by RealPage, Inc. or its competitors; (f) changes in RealPage, Inc.’s pricing policies or those of its competitors; (g) litigation; (h) inability to complete the integration of our LeaseStar products and deliver enhanced functionality on a timely basis and (i) such other risks and uncertainties described more fully in documents filed with or furnished to the Securities and Exchange Commission (“SEC”) by RealPage, including its Annual Report on Form 10-K previously filed with the SEC on March 3, 2014. All information provided in this release is as of the date hereof and RealPage undertakes no duty to update this information except as required by law.

Non-GAAP Financial Measures

This press release contains non-GAAP financial measures. These measures differ from GAAP in that they include acquisition-related and other deferred revenue and exclude amortization of intangible assets, stock-based compensation expenses, any impact related to the Yardi litigation (including related insurance litigation and settlement costs), and acquisition related expenses (including any purchase accounting adjustments) and include income taxes at a sustainable effective rate, which excludes the reversal of valuation allowances due to expected or realization of deferred tax assets. Reconciliation tables comparing GAAP financial measures to non-GAAP financial measures are included at the end of this release.

We define Adjusted EBITDA as net (loss) income plus acquisition-related and other deferred revenue adjustment, depreciation and asset impairment, amortization of intangible assets, net interest expense, income tax expense (benefit), stock-based compensation expense, any impact related to Yardi litigation (including related insurance litigation and settlement costs), and acquisition-related expenses.

We believe that the use of Adjusted EBITDA is useful to investors and other users of our financial statements in evaluating our operating performance because it provides them with an additional tool to compare business performance across companies and across periods. We believe that:

• Adjusted EBITDA provides investors and other users of our financial information consistency and comparability with our past financial performance, facilitates period-to-period comparisons of operations and facilitates comparisons with our peer companies, many of which use similar non-GAAP financial measures to supplement their GAAP results;
• it is useful to exclude certain non-cash charges, such as depreciation and asset impairment, amortization of intangible assets and stock-based compensation and non-core operational charges, such as acquisition-related expenses and any impact related to the Yardi litigation (including related insurance litigation and settlement costs), from Adjusted EBITDA because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations and these expenses can vary significantly between periods as a result of new acquisitions, full amortization of previously acquired tangible and intangible assets or the timing of new stock-based awards, as the case may be; and
• it is useful to include deferred revenue written down for GAAP purposes under purchase accounting rules and revenue deferred due to a lack of historical experience determining the settlement of the contractual obligation in order to appropriately measure the underlying performance of our business operations in the period of activity and associated expense.

We use Adjusted EBITDA in conjunction with traditional GAAP operating performance measures as part of our overall assessment of our performance, for planning purposes, including the preparation of our annual operating budget, to evaluate the effectiveness of our business strategies and to communicate with our board of directors concerning our financial performance.

We do not place undue reliance on Adjusted EBITDA as our only measure of operating performance. Adjusted EBITDA should not be considered as a substitute for other measures of liquidity or financial performance reported in accordance with GAAP. There are limitations to using non-GAAP financial measures, including that other companies may calculate these measures differently than we do, that they do not reflect our capital expenditures or future requirements for capital expenditures and that they do not reflect changes in, or cash requirements for, our working capital. We compensate for the inherent limitations associated with using Adjusted EBITDA measures through disclosure of these limitations, presentation of our financial statements in accordance with GAAP and reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net (loss) income.

Condensed Consolidated Statements of Operations
For the Three Months Ended March 31, 2014 and 2013
(unaudited, in thousands, except per share data)
				Three Months Ended
				March 31,
				2014			2013
	Revenue:
		On demand		$	97,008		$	85,322
		On premise			865			950
		Professional and other			2,690			2,709
			Total revenue		100,563			88,981
	Cost of revenue(1)				39,927			35,364
	Gross profit				60,636			53,617
	Operating expense:
		Product development(1)			14,841			12,038
		Sales and marketing(1)			25,991			22,902
		General and administrative(1)			20,929			16,507
			Total operating expense		61,761			51,447
	Operating income (loss)				(1,125	)		2,170
	Interest expense and other income, net				(222	)		(89	)
	Income before income taxes				(1,347	)		2,081
	Income tax expense				(511	)		1,063
	Net income (loss)			$	(836	)	$	1,018
	Net income (loss) per share
			Basic	$	(0.01	)	$	0.01
			Diluted	$	(0.01	)	$	0.01
	Weighted average shares used in computing net income (loss) per share
			Basic		76,722			74,011
			Diluted		76,722			75,454
	(1)	Includes stock-based compensation		Three Months Ended
		expense as follows:		March 31,
				2014			2013
			Cost of revenue		1,007		$	750
			Product development		1,912			1,131
			Sales and marketing		3,143			3,201
			General and administrative		3,163			2,163
				$	9,225		$	7,245

Condensed Consolidated Balance Sheets
At March 31, 2014 and December 31, 2013
(unaudited, in thousands except share data)
			March 31,			December 31,
			2014			2013
Assets
Current assets:
	Cash and cash equivalents		$	42,096		$	34,502
	Restricted cash			49,492			71,941
	Accounts receivable, less allowance for doubtful accounts of $1,331 and $914 at March 31, 2014 and December 31, 2013, respectively			62,588			66,635
	Deferred tax asset, net			5,278			3,284
	Other current assets			8,038			7,453
		Total current assets		167,492			183,815
Property, equipment and software, net				58,422			54,775
Goodwill				160,484			152,422
Identified intangible assets, net				108,698			108,815
Other assets				3,811			3,386
		Total assets	$	498,907		$	503,213
Liabilities and stockholders' equity
Current liabilities:
	Accounts payable		$	16,224		$	11,978
	Accrued expenses and other current liabilities			26,635			23,122
	Current portion of deferred revenue			63,398			66,085
	Deferred tax liability, net			-			-
	Customer deposits held in restricted accounts			49,460			71,910
		Total current liabilities		155,717			173,095
Deferred revenue				6,392			5,671
Deferred tax liability, net				2,382			1,379
Revolving credit facility				-			-
Other long-term liabilities				12,255			8,564
		Total liabilities		176,746			188,709
Stockholders' equity:
	Preferred stock, $0.001 par value, 10,000,000 shares authorized and zero shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively			-			-
	Common stock, $0.001 par value per share: 125,000,000 shares authorized, 81,380,416 and 80,511,791 shares issued and 78,918,363 and 78,433,626 shares outstanding at March 31, 2014 and December 31, 2013, respectively			81			81
	Additional paid-in capital			401,354			390,854
	Treasury stock, at cost: 2,462,053 and 2,078,165 shares at March 31, 2014 and
	December 31, 2013, respectively			(13,176	)		(11,183	)
	Accumulated deficit			(65,922	)		(65,086	)
	Accumulated other comprehensive loss			(176	)		(162	)
		Total stockholders' equity		322,161			314,504
		Total liabilities and stockholders' equity	$	498,907		$	503,213

Condensed Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2014 and 2013
(unaudited, in thousands)
				Three Months Ended
				March 31,
				2014			2013
Cash flows from operating activities:
	Net income (loss)			$	(836	)	$	1,018
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Depreciation and amortization			9,504			7,798
		Deferred tax expense (benefit)			(991	)		685
		Stock-based compensation			9,225			7,245
		Loss on disposal of assets			20			3
		Acquisition-related contingent consideration			167			2,638
		Changes in assets and liabilities, net of assets acquired and liabilities assumed in business combinations:			6,537			(2,182	)
			Net cash provided by operating activities		23,626			17,205
Cash flows from investing activities:
	Purchases of property, equipment and software, net				(7,262	)		(7,724	)
	Acquisition of businesses, net of cash acquired				(7,179	)		(10,050	)
	Intangible asset additions				-			(600	)
			Net cash used by investing activities		(14,441	)		(18,374	)
Cash flows from financing activities:
	Payments on and proceeds from debt, net				(139	)		(10,136	)
	Payments of deferred acquisition-related consideration				(720	)		(307	)
	Issuance of common stock				1,275			1,524
	Purchase of treasury stock				(1,993	)		(933	)
			Net cash provided by (used in) financing activities		(1,577	)		(9,852	)
			Net increase (decrease) in cash and cash equivalents		7,608			(11,021	)
			Effect of exchange rate on cash		(14	)		(22	)
Cash and cash equivalents:
	Beginning of period				34,502			33,804
	End of period			$	42,096		$	22,761

Reconciliation of GAAP to Non-GAAP Measures
For the Three Months Ended March 31, 2014 and 2013
(unaudited, in thousands)
				Three Months Ended
				March 31,
				2014			2013
Non-GAAP revenue:
	Revenue (GAAP)			$	100,563		$	88,981
		Acquisition-related and other deferred revenue			1,324			2
	Non-GAAP revenue			$	101,887		$	88,983
				Three Months Ended
				March 31,
				2014			2013
	Adjusted gross profit:
		Gross profit (GAAP)		$	60,636		$	53,617
			Acquisition-related and other deferred revenue		1,324			2
			Depreciation		1,858			1,843
			Amortization of intangible assets		2,423			1,967
			Stock-based compensation expense		1,007			750
		Adjusted gross profit		$	67,248		$	58,179
		Adjusted gross profit margin			66.0	%		65.4	%
				Three Months Ended
				March 31,
				2014			2013
	Adjusted EBITDA:
		Net income (loss) (GAAP)		$	(836	)	$	1,018
			Acquisition-related and other deferred revenue		1,324			2
			Depreciation, asset impairment and loss on disposal of asset		4,209			3,688
			Amortization of intangible assets		5,315			4,113
			Interest expense, net		224			357
			Income tax expense (benefit)		(511	)		1,063
			Litigation-related expense		4,677			406
			Stock-based compensation expense		9,225			7,245
			Acquisition related expense		881			2,774
			Stock registration costs		-			-
		Adjusted EBITDA		$	24,508		$	20,666
		Adjusted EBITDA margin			24.1	%		23.2	%
				Three Months Ended
				March 31,
				2014			2013
	Non-GAAP total product development:
		Product development (GAAP)		$	14,841		$	12,038
			Less: Amortization of intangible assets		1			-
			Stock-based compensation expense		1,912			1,131
		Non-GAAP total product development:		$	12,928		$	10,907
		Non-GAAP total product development as % of non-GAAP revenue:			12.7	%		12.3	%

Reconciliation of GAAP to Non-GAAP Measures
For the Three Months Ended March 31, 2014 and 2013
(unaudited, in thousands)
			Three Months Ended
			March 31,
			2014			2013
Non-GAAP total sales and marketing:
	Sales and marketing (GAAP)		$	25,991		$	22,902
		Less: Amortization of intangible assets		2,892			2,146
		Stock-based compensation expense		3,143			3,201
	Non-GAAP total sales and marketing:		$	19,956		$	17,555
	Non-GAAP total sales and marketing as % of non-GAAP revenue:			19.6	%		19.7	%
			Three Months Ended
			March 31,
			2014			2013
Non-GAAP total general and administrative:
	General and administrative (GAAP)		$	20,929		$	16,507
		Less: Acquisition related expense		881			2,774
		Stock-based compensation expense		3,163			2,163
		Litigation related expense		4,677			406
		Stock registration costs		-			-
	Non-GAAP total general and administrative:		$	12,208		$	11,164
	Non-GAAP total general and administrative as % of non-GAAP revenue:			12.0	%		12.5	%
			Three Months Ended
			March 31,
			2014			2013
Non-GAAP total operating expense:
	Operating expense (GAAP)		$	61,761		$	51,447
		Less: Amortization of intangible assets		2,892			2,146
		Acquisition related expense		881			2,774
		Stock-based compensation expense		8,218			6,495
		Litigation related expense		4,677			406
		Stock registration costs		-			-
	Non-GAAP total operating expense:		$	45,093		$	39,626
	Non-GAAP total operating expense as % of non-GAAP revenue:			44.3	%		44.5	%
			Three Months Ended
			March 31,
			2014			2013
Non-GAAP operating income:
	Operating income (loss) (GAAP)		$	(1,125	)	$	2,170
		Acquisition-related and other deferred revenue		1,324			2
		Amortization of intangible assets		5,315			4,113
		Stock-based compensation expense		9,225			7,245
		Acquisition related expense		881			2,774
		Litigation related expense		4,677			406
	Non-GAAP operating income		$	20,297		$	16,710
	Non-GAAP operating margin			19.9	%		18.8	%

Reconciliation of GAAP to Non-GAAP Measures
For the Three Months Ended March 31, 2014 and 2013
(unaudited, in thousands, except per share data)
				Three Months Ended
				March 31,
				2014			2013
Non-GAAP net income:
	Net income (loss) (GAAP)			$	(836	)	$	1,018
		Acquisition-related and other deferred revenue			1,324			2
		Amortization of intangible assets			5,315			4,113
		Stock-based compensation expense			9,225			7,245
		Acquisition related expense			881			2,774
		Litigation related expense			4,677			406
		Loss on disposal of assets			20			3
		Stock registration costs			-			-
			Subtotal of tax deductible items		21,442			14,543
		Tax impact of tax deductible items(1)			(8,577	)		(5,817	)
		Tax expense resulting from applying effective tax rate(2)			28			231
	Non-GAAP net income			$	12,057		$	9,975
	Non-GAAP net income per share - diluted			$	0.16		$	0.13
	Weighted average shares - diluted				76,722			75,454
		Weighted average effect of dilutive securities			746			-
	Non-GAAP weighted average shares - diluted				77,468			75,454
(1)	Reflects the removal of the tax benefit associated with the amortization of intangible assets, stock-based compensation expense, Acquisition related deferred revenue adjustment and Acquisition related expense.
(2)	Represents adjusting to a normalized effective tax rate of 40%.
				Three Months Ended
				March 31,
				2014			2013
Annualized Non-GAAP on demand revenue per average on demand unit:
	On demand revenue (GAAP)			$	97,008		$	85,322
		Acquisition-related and other deferred revenue			1,324			2
	Non-GAAP on demand revenue			$	98,332		$	85,324
	Ending on demand units				9,285			8,545
	Average on demand units				9,154			8,329
	Annualized Non-GAAP on demand revenue per average on demand unit			$	42.97		$	40.98
	Annual customer value of on demand revenue(1)			$	398,976		$	350,174
(1)	This metric represents management's estimate for the current annual run-rate value of on demand customer relationships. This metric is calculated by multiplying ending on demand units times annualized Non-GAAP on demand revenue per average on demand unit for the periods presented.

CONTACT:
RealPage, Inc.
Rhett Butler, 972-820-3773
rhett.butler@realpage.com