UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2014

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission file number 001-36348

PAYLOCITY HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

46-4066644

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

3850 N. Wilke Road

Arlington Heights, Illinois

60004

(Address of principal executive offices)

(Zip Code)

(847) 463-3200

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer	o	Accelerated Filer	o

Non-Accelerated Filer	x (Do not check if a smaller reporting company)	Smaller Reporting Company		o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 49,563,736 shares of Common Stock, $0.001 par value per share, as of May 5, 2014.

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PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

PAYLOCITY HOLDING CORPORATION

Unaudited Consolidated Balance Sheets

(in thousands)

	June 30, 2013			March 31, 2014
Assets
Current assets:
Cash and cash equivalents	$	7,594		$	88,944
Accounts receivable, net	740			791
Prepaid expenses and other	1,875			3,160
Taxes receivable	—			131
Deferred income tax assets, net	602			563

Total current assets before funds held for clients	10,811			93,589
Funds held for clients	355,905			541,723

Total current assets	366,716			635,312

Long-term prepaid expenses	—			344
Capitalized software, net	2,614			3,800
Property and equipment, net	8,586			12,142

Total assets	$	377,916		$	651,598

Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

Current liabilities:

Current portion of long-term debt	$	625		$	—
Accounts payable	880			3,088
Taxes payable	207			—
Accrued expenses	6,794			10,572

Total current liabilities before client fund obligations	8,506			13,660
Client fund obligations	355,905			541,723

Total current liabilities	364,411			555,383
Long-term debt, net of current portion	938			—
Deferred income tax liabilities, net	269			172
Deferred rent	2,317			2,647

Total liabilities	$	367,935		$	558,202

Redeemable convertible preferred stock, $0.001 par value, 18,000 authorized as of June 30, 2013 and no shares authorized as of March 31, 2014
Series A, 6% cumulative dividend, 9,500 shares issued and outstanding as of June 30, 2013 and no shares issued and outstanding March 31, 2014	9,339			—
Series B, 8% cumulative dividend, 8,400 shares issued and outstanding at June 30, 2013 and no shares issued and outstanding March 31, 2014	27,234			—

Stockholders’ equity (deficit)
Common stock, $0.001 par value, 66,667 authorized, 31,988 shares issued and outstanding as of June 30, 2013 and 155,000 authorized, 49,564 shares issued and outstanding March 31, 2014	32			50
Preferred stock, $0.001 par value, no shares authorized, issued and outstanding as of June 30, 2013 and 5,000 authorized, no shares issued and outstanding as of March 31, 2014	—			—
Additional paid-in capital	437			120,813
Accumulated deficit	(27,061		)	(27,467		)

Total stockholders’ equity (deficit)	(26,592		)	93,396

Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit)	$	377,916		$	651,598

See accompanying notes to unaudited consolidated financial statements.

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PAYLOCITY HOLDING CORPORATION

Unaudited Consolidated Statements of Operations

(in thousands, except per share data)

	Three months ended March 31,						Nine months ended March 31,
	2013			2014			2013			2014
Revenues
Recurring fees	$	21,824		$	30,719		$	52,463		$	73,602
Interest income on funds held for clients	447			491			1,072			1,222

Total recurring revenues	22,271			31,210			53,535			74,824
Implementation services and other	1,735			2,556			3,497			5,216

Total revenues	24,006			33,766			57,032			80,040
Cost of revenues
Recurring revenues	7,896			10,246			21,190			27,320
Implementation services and other	2,838			4,679			7,600			12,670

Total cost of revenues	10,734			14,925			28,790			39,990

Gross profit	13,272			18,841			28,242			40,050
Operating expenses
Sales and marketing	5,888			8,678			13,714			19,290
Research and development	1,852			2,443			4,906			6,746
General and administrative	2,928			5,587			8,722			14,726

Total operating expenses	10,668			16,708			27,342			40,762

Operating income (loss)	2,604			2,133			900			(712		)
Other income (expense)	(8		)	59			(17		)	109

Income (loss) before income taxes	2,596			2,192			883			(603		)
Income tax (expense) benefit	(575		)	(1,042		)	106			197

Net income (loss)	$	2,021		$	1,150		$	989		$	(406	)

Net income (loss) attributable to common stockholders	$	1,294		$	430		$	(1,192	)	$	(2,688	)

Net income (loss) per share attributable to common stockholders, basic and diluted	$	0.03		$	0.01		$	(0.04	)	$	(0.08	)

Weighted average number of shares of common stock used in computing net loss per share attributable to common stockholders:
Basic	43,921			44,360			31,988			32,437

Diluted	44,407			44,870			31,988			32,437

See accompanying notes to unaudited consolidated financial statements.

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PAYLOCITY HOLDING CORPORATION

Unaudited Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

(in thousands)

	Stockholders’ Equity (Deficit)
	Common Stock			Additional Paid-in		Accumulated			Total Stockholders’
	Shares	Amount		Capital		Deficit			Equity (Deficit)
Balances at June 30, 2013	31,988	$	32	$	437	$	(27,061	)	$	(26,592	)
Initial public offering, net of issuance costs	5,367	6		81,995		—			82,001
Conversion of redeemable convertible preferred stock	11,933	12		36,561		—			36,573
Vesting of restricted shares	276	—		—		—			—
Stock compensation expense	—	—		1,820		—			1,820
Net loss	—	—		—		(406		)	(406		)

Balances at March 31, 2014	49,564	$	50	$	120,813	$	(27,467	)	$	93,396

See accompanying notes to the unaudited consolidated financial statements.

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PAYLOCITY HOLDING CORPORATION

Unaudited Consolidated Statements of Cash Flows

(in thousands)

	Nine Months Ended March 31,
	2013			2014
Cash flows from operating activities:

Net income (loss)	$	989		$	(406	)
Adjustments to reconcile income (loss) to net cash provided by operating activities:
Stock-based compensation	392			1,714
Depreciation and amortization	4,145			4,544
Deferred income tax benefit	(386		)	(58		)
Provision for doubtful accounts	45			79
Changes in operating assets and liabilities:
Increase in accounts receivable	(206		)	(130		)
Increase in prepaid expenses	(1,547		)	(1,629		)
Increase in trade accounts payable	203			947
Increase in accrued expenses	1,406			3,016

Net cash provided by operating activities	5,041			8,077

Cash flows from investing activities:

Capitalized internally developed software costs	(1,115		)	(2,919		)
Purchases of property and equipment	(2,865		)	(4,954		)
Net change in funds held for clients	(189,935		)	(185,818		)

Net cash used in investing activities	(193,915		)	(193,691		)

Cash flows from financing activities:

Net change in client funds obligation	189,935			185,818
Principal payments on long-term debt	(1,469		)	(1,563		)
Proceeds from initial public offering, net of issuance costs	—			82,709
Proceeds from exercise of stock options	76			—
Payments for redemption of Common Shares	(162		)	—

Net cash provided by financing activities	188,380			266,964

Net Change in Cash and Cash Equivalents	(494		)	81,350

Cash and Cash Equivalents—Beginning of Period	9,031			7,594

Cash and Cash Equivalents—End of Period	$	8,537		$	88,944

Supplemental disclosure of non-cash investing and financing activities

Build-out allowance received from landlord	$	325		$	580
Purchases of property and equipment, accrued but not paid	$	68		$	784
Unpaid initial offering costs	—			$	678

Supplemental disclosure of cash flow information

Cash paid for income taxes	$	56		$	202
Cash paid for interest	$	353		$	70

See accompanying notes to unaudited consolidated financial statements.

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PAYLOCITY HOLDING CORPORATION

Notes to the Unaudited Consolidated Financial Statements

(all amounts in thousands, except per share data)

(1) Organization and Description of Business

Paylocity Holding Corporation (the “Company”) is a cloud-based provider of payroll and human capital management software solutions for medium-sized organizations. Services are provided in a Software-as-a-Service (“SaaS”) delivery model utilizing the Company’s cloud-based platform. Payroll services include collection, remittance and reporting of payroll liabilities to the appropriate federal, state and local authorities.

The Company was formed on November 6, 2013 upon which Paylocity Corporation became a wholly-owned subsidiary resulting in the inclusion of Paylocity Corporation in the consolidated financial statements of Paylocity Holding Corporation. All holders of Paylocity Corporation equity instruments at the time were issued Paylocity Holding Corporation equity instruments with identical rights and obligations in exchange for their Paylocity Corporation equity instruments. Upon the completion of these transactions, Paylocity Holding Corporation was the sole stockholder of Paylocity Corporation.

In March 2014, the Company amended its Certificate of Incorporation to execute a reverse three for two stock split on its common stock. All share and per share amounts in the Company’s unaudited consolidated financial statements and notes to the financial statement reflect the impact of this change on the number of shares authorized, issued, and outstanding and earnings per share.

Initial Public Offering

In March 2014, the Company completed its initial public offering (“IPO”) in which it issued and sold 5,367 shares of common stock and existing shareholders sold 2,735 shares of common stock at a public offering price of $17 per share. The Company did not receive any proceeds from the sale of common stock by the existing shareholders. The Company received net proceeds of $82,001 after deducting underwriting discounts and commissions of $6,387 and other offering expenses of $2,851. Upon the closing of the IPO, all shares of the Company’s then-outstanding redeemable convertible preferred stock automatically converted into 11,933 shares of its $0.001 par value common stock.

In March 2014, after the conversion of the Company’s then-outstanding redeemable convertible preferred stock into common stock, the Company amended its Certificate of Incorporation to increase the number of authorized common stock to 155,000 and reduce the number of authorized preferred stock to 5,000.

(2) Summary of Significant Accounting Policies

(a) Principles of Consolidation

These unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.

(b) Interim Unaudited Consolidated Financial Information

The accompanying unaudited consolidated financial statements and notes have been prepared in accordance with GAAP and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the interim financial information includes all adjustments of a normal recurring nature necessary for a fair presentation of the results of operations, financial position, changes in stockholders’ equity (deficit) and cash flows. The results of operations for the three and nine-month periods ended March 31, 2014 are not necessarily indicative of the results for the full year or the results for any future periods. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended June 30, 2013 included in the Company’s final prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, with the SEC on March 19, 2014.

The preparation of consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Significant items

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subject to such estimates and assumptions include (1) allowance for doubtful accounts; (2) software developed for internal use; (3) impairment of property and equipment; (4) stock-based compensation; (5) evaluation of net deferred income tax assets and (6) the best estimate of selling price for revenue recognition purposes. These estimates are based on the Company’s knowledge of current events and actions it may undertake in the future as well as on various other assumptions that it believes to be reasonable. Actual results could differ from those estimates.

(d) Income Taxes

Differences in the normal relationship between the income tax (expense) benefit and pre-tax income (loss) result from federal and state research and development credits and expenses not deductible for income tax reporting purposes.

(e) Recently Issued Accounting Standards

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s consolidated financial statements upon adoption.

(3) Balance Sheet Information

The following tables provide details of selected consolidated balance sheet items:

Activity in the allowance for doubtful accounts was as follows:

	June 30,	Charged to			March 31,
	2013	Expense	Write-offs		2014

Allowance for doubtful accounts	118	79	(33	)	164

Capitalized software and accumulated amortization were as follows:

	June 30,			March 31,
	2013			2014
Internally developed software	$	15,189		$	18,184
Accumulated amortization	(12,575		)	(14,384		)
Capitalized software, net	$	2,614		$	3,800

Amortization of capitalized internal-use software costs is included in Cost of Revenues-Recurring Revenues and amounted to $751 and $580 for the three months ended March 31, 2013 and 2014, respectively and $2,346 and $1,809 for the nine months ended March 31, 2013 and 2014, respectively.

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Property and equipment consist of the following:

	June 30,			March 31,
	2013			2014
Office equipment	$	1,350		$	1,413
Computer equipment	4,665			6,874
Furniture and fixtures	1,433			2,093
Automobiles	36			36
Software	3,791			4,740
Leasehold improvements	3,917			5,308
Time clocks rented by clients	1,649			2,328
	16,841			22,792

Accumulated depreciation and amortization	(8,255		)	(10,650		)
Property and equipment, net	$	8,586		$	12,142

Depreciation expense amounted to $661 and $1,040 for the three months ended March 31, 2013 and 2014, respectively and $1,799 and $2,735 for the nine months ended March 31, 2013 and 2014, respectively.

The components of accrued expenses were as follows:

	June 30,		March 31,
	2013		2014
Accrued payroll and personnel costs	$	5,549	$	8,006
Reseller fees	259		305
Current portion of deferred rent	230		510
Accrued office build out activities	—		515
Other	756		1,236
Total accrued expenses	$	6,794	$	10,572

(4) Fair Value Measurement

The Company applies the fair value measurement and disclosure provisions of ASC 820, Fair Value Measurements and Disclosures, and ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

· Level 1—Quoted prices in active markets for identical assets and liabilities.

· Level 2—Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

· Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

Substantially all of the Company’s assets that are measured at fair value on a recurring basis are measured using Level 1 inputs. The Company considers the recorded value of its financial assets and liabilities, which consist primarily of cash and cash equivalents, accounts receivable, and accounts payable, to approximate the fair value of the respective assets and liabilities at June 30, 2013 and March 31, 2014 based upon the short-term nature of the assets and liabilities.

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(5) Benefit Plans

(a) Equity Incentive Plan

The Company maintains a 2008 Equity Incentive Plan (the “2008 Plan”) and a 2014 Equity Incentive Plan (the ‘2014 Plan”) pursuant to which the Company has reserved 7,071 shares of its common stock for issuance to its employees, directors and non-employee third parties. The 2014 Plan serves as the successor to the 2008 plan and permits the granting of options to purchase common stock and other equity incentives at the discretion the compensation committee of the Company’s board of directors. No new awards will be issued under the 2008 Plan as of the effective date of the 2014 Plan. Outstanding awards under the 2008 Plan continue to be subject to the terms and conditions of the 2008 Plan.

Under the 2008 and 2014 Plans, the exercise price of each option is not less than the fair value of a share of common stock on the grant date. As of March 31, 2014, the Company had 2,528 shares allocated to the 2014 Plan, but not yet issued or subject to outstanding options or awards. Generally, the Company issues previously unissued shares for the exercise of stock options; however, previously acquired shares may be reissued to satisfy future issuances. The options typically vest ratably over a three or four year period and expire 10 years from the grant date. Compensation expense for the fair value of the options at their grant date is recognized ratably over the vesting schedule.

Stock-based compensation expense related to stock options and the vesting of Restricted Stock Awards (“RSAs”) and Restricted Stock Units (“RSUs”) is included in the following line items in the accompanying unaudited consolidated statements of operations:

	Three months ended March 31,				Nine months ended March 31,
	2013		2014		2013		2014
Cost of revenue - recurring	$	—	$	113	$	—	$	113
Cost of revenue — non-recurring	—		97		—		97
Sales and marketing	—		175		—		175
Research and development	—		139		—		139
General and administrative	130		841		392		1,190
Total stock-based compensation	$	130	$	1,365	$	392	$	1,714

In addition, the Company capitalized $76 of stock compensation costs in its internal use software in the three month and nine month periods ended March 31, 2014. No such amounts were capitalized in internal use software in the three month and nine month periods ended March 31, 2013.

The Company values stock options using the Black-Scholes option-pricing model, which requires the input of subjective assumptions, including the risk-free rate, expected life, expected stock price volatility and dividend yield. The risk-free interest rate assumption is based upon observed interest rates for U.S. Treasury securities consistent with the expected term of the Company’s employee stock options. The expected life represents the period of time the stock options are expected to be outstanding and is based on the simplified method. Under the simplified method, the expected life of an option is presumed to be the mid-point between the vesting date and the end of the contractual term. The Company utilizes the simplified method due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected life of the stock options. The Company has a limited history of trading as a public company. Therefore, the expected volatility is based on historical volatilities for publicly traded stock of comparable companies over the estimated expected life of the stock options. The Company assumed no dividend yield because it does not expect to pay dividends in the near future, which is consistent with the Company’s history of not paying dividends.

The following table summarizes the assumptions used for estimating the fair value of stock options granted for the nine months ended March 31:

	Period ended March 31,
	2013	2014
Valuation assumptions:
Expected dividend yield	0%	0%
Expected volatility	30.7%	29.5% - 44.5%
Expected term (years)	4.0	4.0 - 6.0
Risk-free interest rate	0.61%	0.52% - 1.94%

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Stock option activity during the periods indicated is as follows:


			Outstanding Options
	Shares Available for Grant		Number of shares	Weighted average exercise price		Weighted average remaining contractual term	Aggregate intrinsic value
Balance at July 1, 2013	812		1,859	$	3.25	8.22	$	7,028
Additional shares authorized, net	4,406		—
RSU’s granted	(108	)	—
Options granted	(2,582	)	2,582	15.01		9.83
Exercised	—		—	—		—
Balance at March 31, 2014	2,528		4,441	$	10.09	8.84	$	62,013
Options exercisable at March 31, 2014			833	$	2.49	7.01	$	17,961
Options vested and expected to vest at March 31, 2014			3,853	$	10.17	8.78	$	53,485

The weighted average grant date fair value of options granted during the three-month period ended March 31, 2014 was $7.62. There were no options granted during the three-month period ended March 31, 2013. The weighted average grant date fair value of options granted during the nine-month period ended March 31, 2013 and 2014 was $1.22 and $6.39, respectively. The total intrinsic value of options exercised during the nine month period ended March 31, 2013 was $87. There were no options exercised in the three month periods ended March 31, 2013 and 2014 and nine month period ended March 31, 2014.

The Company may also grant RSAs and RSUs under the Plan with terms determined at the discretion of the Compensation Committee of the Company’s Board of Directors. Prior to the IPO, the Company had 269 RSAs outstanding to certain employees. The RSAs vested and were issued as common shares as a result of the satisfaction of the vesting criteria upon the completion of the IPO in March 2014 at which time the Company recorded compensation expense in the amount of $351 which is included in the compensation expense recognition table above. Concurrent with the IPO in March 2014, the Company granted 108 RSUs primarily to certain employees and members of its Board of Directors of which 93 vest over a period of six months commencing on the date of the IPO, 6 vested immediately, 4 vest one year from the date of the IPO, and 5 vest two years from the date of the IPO. Compensation expense related to these newly issued RSUs is reflected in general and administrative expense, included in the compensation expense table above, based on the fair value of the instruments on the date of grant and recognized in the period between the date of grant and the date of vesting as the vesting is based on the passage of time. In addition, approximately 2 of the 6 RSUs that vested immediately were issued to consultants that provided professional services directly related to the IPO and, thus, the Company recognized the $30 cost associated with those RSUs as an offering cost offsetting the net proceeds from the IPO.

At March 31, 2014, there was $14,680 of total unrecognized compensation cost, net of estimated forfeitures, related to unvested stock option and restricted stock awards granted under the Plan. That cost is expected to be recognized over a weighted average period of 1.76 years.

(b) 401(k) Plan

The Company maintains a 401(k) plan with a safe harbor matching provision that covers all eligible employees. The Company matches 50% of the employees’ contributions up to 6% of their gross pay. Contributions were approximately $197 and $316 for the three months ended March 31, 2013 and 2014, respectively and $493 and $793 for the nine months ended March 31, 2013 and 2014, respectively.

(6) Commitments and Contingencies

Reseller Agreements

The Company has agreements with two organizations that sell the Company’s offerings and services in defined areas of the country. The initial term of the first reseller agreement commenced in February 2007 and expires in February 2016 unless renewed or terminated. The initial term of the second reseller agreement commenced in June 2009 and expires in June 2016 unless renewed or terminated. Each of the Company’s reseller agreements provides that the Company is required upon a termination of the agreement to acquire the assets of the reseller.

The first reseller agreement provides that either party may terminate the agreement by electing not to renew the agreement beyond its original term. The Company, but not the reseller, also has the right to terminate the agreement at any time following the completion of an initial public offering by the Company. The Company exercised its right to terminate the agreement in April 2014 and expects to

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close on the purchase of the reseller’s client base in May 2014. The termination agreement calls for a $6 million payment due upon closing and an additional payment currently estimated at $3 million payable within 90 days of closing. The Company expensed $0.8 million and $0.9 million during the three-month period ended March 31, 2013 and 2014, respectively and $1.8 million and $2.2 million during the nine-month period ended March 31, 2013 and 2014, respectively, as per the terms of the revenue sharing agreement with the first reseller.

The second reseller agreement provides that the reseller may terminate the agreement by providing nine months’ prior notice or upon an initial public offering by the Company. The Company amended this agreement in December of 2013 to provide that the reseller may not give a nine-month termination notice until after the earlier of (i) six months following the closing of an initial public offering by the Company or (ii) December 31, 2014. In addition, the Company, but not the reseller, now has the right to terminate the agreement at any time after the date that is six months following the completion of an initial public offering by the Company. If a termination were to occur, the purchase price of the assets would be equal to 3.3 times the net revenues of the reseller for the 12 months preceding the termination effective date. The Company expensed the second reseller $0.5 million and $0.6 million during the three-month period ended March 31, 2013 and 2014, respectively and $1.3 million and $1.5 million during the nine-month period ended March 31, 2013 and 2014, respectively, as per the terms of the revenue sharing agreement with the second reseller.

(7) Earnings Per Share

For the periods presented prior to the Company’s IPO, basic and diluted net income (loss) per common share is presented in conformity with the two-class method required for participating securities. Concurrently with the closing of the Company’s IPO on March 24, 2014, all shares of outstanding Preferred Stock automatically converted into 11,933 shares of the Company’s common stock. Following the date of the IPO, the two-class method was no longer required as the Company has one class of securities issued and outstanding.

Prior to the conversion of the Redeemable Convertible Preferred Stock, holders of Series A and Series B Preferred Stock each were entitled to liquidation preferences payable prior and in preference to any dividends on any shares of the Company’s common stock. In the event a dividend was paid on common stock, the holders of Preferred Stock were entitled to a proportionate share of any such dividend as if they were holders of common stock (on an as-if converted basis). The holders of the Company’s Preferred Stock did not have a contractual obligation to share in the losses of the Company. The Company considered its Preferred Stock to be participating securities and, in accordance with the two-class method, earnings allocated to Preferred Stock and the related number of outstanding shares of Preferred Stock have been excluded from the computation of basic and diluted net income (loss) per common share.

Under the two-class method, net income (loss) attributable to common stockholders is determined by allocating undistributed earnings, calculated as net income less current period Redeemable Convertible Preferred Stock cumulative dividends, between common stock and Redeemable Convertible Preferred Stock. In computing diluted net income (loss) attributable to common stockholders, undistributed earnings are re-allocated to reflect the potential impact of dilutive securities.

Basic net loss per common share is computed using the weighted-average number of common shares outstanding during the period. Since the Series A and Series B Redeemable Convertible Preferred Stock were entitled to participate should any common stock dividends have been declared but were not obligated to participate in any losses generated by the Company, basic net income per share is computed using the weighted-average number of common shares outstanding during the period plus the Series A and Series B Redeemable Convertible Preferred Stock on a weighted-average basis.

Diluted net loss per share is computed using the weighted-average number of common shares outstanding during the period and, if dilutive, potential common shares outstanding during the period. Since the Series A and Series B Redeemable Convertible Preferred Stock were entitled to participate should any common stock dividends be declared but were not obligated to participate in any losses generated by the Company, diluted net income per share is computed using the weighted-average number of common shares plus the Series A and Series B Redeemable Convertible Preferred Stock on a weighted-average basis and, if dilutive, potential common shares outstanding during the period. The Company’s potential common shares consist of the incremental common shares issuable upon the exercise of stock options. The dilutive effect of outstanding stock options is reflected in diluted earnings per share by application of the treasury stock method.

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The following table presents the calculation of basic and diluted net loss per share:

	Three months ended March 31,						Nine months ended March 31,
	2013			2014			2013			2014
Basic net income (loss) per share:
Numerator:
Net income (loss)	$	2,021		$	1,150		$	989		$	(406	)
Less: Preferred dividend rights attributable to participating securities	(727		)	(720		)	(2,181		)	(2,282		)
Net income (loss) attributable to common stockholders	$	1,294		$	430		$	(1,192	)	$	(2,688	)
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders:
Basic (in thousands)	43,921			44,360			31,988			32,437
Weighted-average effect of potentially dilutive shares:
Employee stock options (in thousands)	486			510			—			—
Diluted (in thousands)	44,407			44,870			31,988			32,437
Net income (loss) per share attributable to common stockholders:
Basic	$	0.03		$	0.01		$	(0.04	)	$	(0.08	)
Diluted	$	0.03		$	0.01		$	(0.04	)	$	(0.08	)

The following table summarizes the outstanding employee stock options, restricted stock units, and redeemable convertible preferred stock that were excluded from the diluted per share calculation for the periods presented because to include them would have been anti-dilutive:

	Three months ended March 31,		Nine months ended March 31,
	2013	2014	2013	2014

Redeemable convertible preferred stock	—	—	11,933	—
Restricted stock units	—	—	—	102
Employee stock options	—	—	1,825	4,441
Total	—	—	13,758	4,543

Restricted Stock Awards were excluded from both basic and diluted earnings per share calculations for the three and nine month periods ended March 31, 2013 as the vesting conditions had not been met as of that date.

(8) Line of Credit and Long-Term Debt

On March 31, 2014, the Company terminated its line of credit and paid the remaining outstanding balance of $1,146 on its note payable with a bank. There were no prepayment penalties assessed in accordance with the terms of the agreement.

(9) Income Taxes

The Company’s quarterly provision for income taxes is based on an estimated annual income tax rate. The Company’s quarterly provision for income taxes also includes the tax impact of certain unusual or infrequently occurring items, if any, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, in the interim period in which they occur.

The Company recorded income tax expense of $575 and $1,042 for the three month periods ended March 31, 2013 and 2014 respectively. The Company’s effective rate for the three months ended March 31, 2013 differed from statutory rates primarily due to the retroactive benefit related to the extension of the Federal research and development credit by Congress during the period ended March 31, 2013 and state research and development credits and expenses not deductible for income tax reporting purposes. The Company’s effective rate for the three month period ended March 31, 2014 differed from statutory rates primarily due to state research and development credits available to the Company and expenses not deductible for income tax reporting purposes. No benefit from federal research and development credits were recorded in the three month period ended March 31, 2014 due to there being no authorizing legislation for periods after December 31, 2013.

The Company recorded income tax benefits of $(106) and $(197) for the nine month periods ended March 31, 2013 and 2014 respectively. The Company’s effective rate for the nine months ended March 31, 2013 differed from statutory rates primarily due to the retroactive benefit related to the extension of the Federal research and development credit by Congress during the period ended March 31, 2013 and state research and development credits and expenses not deductible for income tax reporting purposes. The Company’s effective rate for the nine month period ended March 31, 2014 differed from statutory rates primarily due to state research and development credits available to the Company, expenses not deductible for income tax reporting purposes,

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The statements included herein that are not based solely on historical facts are “forward looking statements.” Such forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties. Our actual results could differ materially from those anticipated by us in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this prospectus, particularly under the section titled “Risk Factors.”

Overview

We are a cloud-based provider of payroll and human capital management or HCM software solutions for medium-sized organizations, which we define as those having between 20 and 1,000 employees. Our comprehensive and easy-to-use solutions enable our clients to manage their workforces more effectively. Our solutions help drive strategic human capital decision-making and improve employee engagement by enhancing the HR, payroll and finance capabilities of our clients.

Effective management of human capital is a core function in all organizations and requires a significant commitment of resources. Medium-sized organizations operating without the infrastructure, expertise or personnel of larger enterprises are uniquely pressured to manage their human capital effectively.

Our solutions were specifically designed to meet the payroll and HCM needs of medium-sized organizations. We designed our cloud-based platform to provide a unified suite of applications using a multi-tenant architecture. Our solutions are highly flexible and configurable and feature a modern, intuitive user experience. Our platform offers automated data integration with over 200 related third-party systems, such as 401(k), benefits and insurance provider systems.

Our Paylocity Web Pay product is our core payroll solution and was the first of our current offerings introduced into the market. We believe payroll is the most critical system of record for medium-sized organizations and an essential gateway to other HCM functionality. We have invested in, and we intend to continue to invest in, research and development to expand our product offerings and advance our platform.

We believe there is a significant opportunity to grow our business by increasing our number of clients and we intend to invest in our business to achieve this purpose. We market and sell our solutions primarily through our direct sales force. We have increased our sales and marketing expenses as we have added sales representatives and related sales and marketing personnel. We intend to continue to grow our sales and marketing organization across new and existing geographic territories. In addition to growing our number of clients, we intend to grow our revenue over the long term by increasing the number and quality of products that clients purchase from us. To do so, we must continue to enhance and grow the number of solutions we offer to advance our platform.

We believe that delivering a positive service experience is an essential element of our ability to sell our solutions and retain our clients. We seek to develop deep relationships with our clients through our unified service model, which has been designed to meet the service needs of medium-sized organizations. We expect to continue to invest in and grow our implementation and client service organization as our client base grows.

We believe we have the opportunity to continue to grow our business over the long term, and to do so we have invested, and intend to continue to invest, across our entire organization. These investments include increasing the number of personnel across all functional areas, along with improving our solutions and infrastructure to support our growth. The timing and amount of these investments vary based on the rate at which we add new clients, add new personnel and scale our application development and other activities. Many of these investments will occur in advance of experiencing any direct benefit from them which will make it difficult to determine if we are effectively allocating our resources. We expect these investments to increase our costs on an absolute basis, but as we grow our number of clients and our related revenues, we anticipate that we will gain economies of scale and increased operating leverage. As a result, we expect our gross and operating margins will improve over the long term.

As our business has grown, we have become increasingly subject to the risks arising from adverse changes in domestic and global economic conditions. If general economic conditions were to deteriorate further, including declines in private sector employment growth and business productivity, increases in the unemployment rate and changes in interest rates, we may experience delays in our sales cycles, increased pressure from prospective customers to offer discounts and increased pressure from existing customers to renew expiring recurring revenue agreements for lower amounts. Our interest income on funds held for clients continues to be negatively impacted by historically low interest rates.

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Our operating subsidiary Paylocity Corporation was incorporated in July 1997 as an Illinois corporation. In November 2013, we formed Paylocity Holding Corporation, a Delaware corporation, of which Paylocity Corporation is now a wholly-owned subsidiary. Paylocity Holding Corporation had no operations prior to the restructuring. All of our business operations have historically been, and are currently, conducted by Paylocity Corporation, and the financial results presented herein are entirely attributable to the results of its operations.

Key Metrics

We regularly review a number of metrics, including the following key metrics, to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions.

Recurring Revenue Growth

Our recurring revenue model and high annual revenue retention rates provide significant visibility into our future operating results and cash flow from operations. This visibility enables us to better manage and invest in our business. Recurring revenue, which is comprised of recurring fees and interest income on funds held for clients, increased from $53.5 million for the nine months ended March 31, 2013 to $74.8 million for the nine months ended March 31, 2014, representing a 40% year-over-year increase. Recurring revenue represented 94% of total revenue for the nine months ended March 31, 2013 and 93% for the nine months ended March 31, 2014. Recurring revenue increased from $22.3 million for the three months ended March 31, 2013 to $31.2 million for the three months ended March 31, 2014, representing a 40% year-over-year increase. Recurring revenue represented 93% and 92% of total revenue during the three months ended March 31, 2013 and 2014, respectively.

Recurring Fees From New Clients

We calculate recurring fees from new clients as the percentage of year-to-date recurring fees from all clients on our solutions which had not been on or used any of our solutions for a full year as of the start of the current fiscal year. We believe recurring fees from new clients is an important metric to measure the expansion of our existing client base as well as the growth in our client base. For the first nine months of fiscal 2013 and fiscal 2014, our recurring fees from new clients was 41% for both periods.

Adjusted Gross Profit, Adjusted Recurring Gross Profit and Adjusted EBITDA

We disclose Adjusted Gross Profit, Adjusted Recurring Gross Profit and Adjusted EBITDA because we use them to evaluate our performance, and we believe Adjusted Gross Profit, Adjusted Recurring Gross Profit and Adjusted EBITDA assist in the comparison of our performance across reporting periods by excluding certain items that we do not believe are indicative of our core operating performance. We believe these metrics are used in the financial community, and we present it to enhance investors’ understanding of our operating performance and cash flows.

Adjusted Gross Profit, Adjusted Recurring Gross Profit and Adjusted EBITDA are not measurements of financial performance under generally accepted accounting principles in the United States, or GAAP, and you should not consider Adjusted Gross Profit as an alternative to gross profit. Adjusted Recurring Gross Profit as an alternative to total recurring revenues, or Adjusted EBITDA as an alternative to net income (loss) or cash provided by operating activities, in each case as determined in accordance with GAAP. In addition, our definition of Adjusted Gross Profit, Adjusted Recurring Gross Profit and Adjusted EBITDA may be different than the definition utilized for similarly-titled measures used by other companies.

We define Adjusted Gross Profit as gross profit before amortization of capitalized internal-use software and stock-based compensation expenses, if any. We define Adjusted Recurring Gross Profit as total recurring revenues after cost of recurring revenues and before amortization of capitalized internal-use software and stock-based compensation expenses, if any. We define Adjusted EBITDA as net income (loss) before interest expense (income), income tax expense (benefit), depreciation and amortization and stock-based compensation expenses. The table below sets forth our Adjusted Gross Profit, Adjusted Recurring Gross Profit and Adjusted EBITDA for the periods presented.

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	Three months				Nine months
	Ended				Ended
	March 31,				March 31,
	2013		2014		2013		2014
	(in thousands)
Adjusted Gross Profit	$	14,023	$	19,631	$	30,588	$	42,069
Adjusted Recurring gross profit		15,126		21,657		34,691		49,426
Adjusted EBITDA	$	4,181	$	5,199	$	5,582	$	5,722

	Three months				Nine months
	Ended				Ended
	March 31,				March 31,
	2013		2014		2013		2014
	(in thousands)
Reconciliation from Gross Profit to Adjusted Gross Profit
Gross profit	$	13,272	$	18,841	$	28,242	$	40,050
Amortization of capitalized research and development costs	751		580		2,346		1,809
Stock-based compensation expense	—		210		—		210
Adjusted Gross profit	$	14,023	$	19,631	$	30,588	$	42,069

	Three months				Nine months
	Ended				Ended
	March 31,				March 31,
	2013		2014		2013		2014
	(in thousands)
Reconciliation from total recurring revenues to adjusted recurring gross profit
Total recurring revenues	$	22,271	$	31,210	$	53,535	$	74,824
Cost of recurring revenues	7,896		10,246		21,190		27,320
Recurring gross profit	14,375		20,964		32,345		47,504
Amortization of capitalized research and development costs	751		580		2,346		1,809
Stock-based compensation expense	—		113		—		113
Adjusted recurring gross profit	$	15,126	$	21,657	$	34,691	$	49,426

	Three months				Nine months
	Ended				Ended
	March 31,				March 31,
	2013		2014		2013			2014
	(in thousands)
Reconciliation from net income (loss) to Adjusted EBITDA
Net income (loss)	$	2,021	$	1,150	$	989		$	(406	)
Interest expense	43		22		162			67
Income tax expense (benefit)	575		1,042		(106		)	(197		)
Depreciation and amortization	1,412		1,620		4,145			4,544
EBITDA	4,051		3,834		5,190			4,008
Stock-based compensation expense	130		1,365		392			1,714
Adjusted EBITDA	$	4,181	$	5,199	$	5,582		$	5,722

Basis of Presentation

Revenues

Recurring Fees

We derive the majority of our revenues from recurring fees attributable to our cloud-based payroll and HCM software solutions. Recurring fees for each client generally include a base fee in addition to a fee based on the number of client employees and the number of products a client uses. We also charge fees attributable to our preparation of W-2 documents and annual required filings on behalf of our clients. Over the past three years, our clients have consistently had on average between 95 and 115 employees. We derive revenue from a client based on the solutions purchased by the client, the number of client employees as well as the amount, type and timing of services provided in respect of those client employees. As such, the number of client employees on our system is not a good indicator of our financial results in any period. Recurring fees attributable to our cloud-based payroll and HCM solutions

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accounted for 91% of our total revenues during each of the three months ended March 31, 2013 and 2014, respectively, and 92% of our total revenues during each of the nine months ended March 31, 2013 and 2014, respectively.

Our agreements with clients do not have a specified term and are generally cancellable by the client on 60 days’ or less notice. Our agreements do not include general rights of return and do not provide clients with the right to take possession of the software supporting the services being provided. We recognize recurring fees in the period in which services are provided and when collection of fees is reasonably assured and the amount of fees is fixed or determinable.

Interest Income on Funds Held for Clients

We earn interest income on funds held for clients. We collect funds for employee payroll payments and related taxes in advance of remittance to employees and taxing authorities. Prior to remittance to employees and taxing authorities, we earn interest on these funds through financial institutions with which we have automated clearing house, or ACH, arrangements.

Implementation Services and Other

Implementation services and other revenues primarily consist of implementation fees charged to new clients for professional services provided to implement and configure our payroll and HCM solutions. Implementations of our payroll solutions typically require only three to six weeks at which point the new client’s payroll is first run using our solution, our implementation services are deemed completed, and we recognize the related revenue. We implement additional HCM products as requested by clients and leverage the data within our payroll solution to accelerate our implementation processes. Implementation services and other revenues may fluctuate significantly from quarter to quarter based on the number of new clients, pricing and the product utilization.

Cost of Revenues

Cost of Recurring Revenues

Costs of recurring revenues are generally expensed as incurred, and include costs to provide our payroll and other HCM solutions primarily consisting of employee-related expenses, including wages, stock-based compensation, bonuses and benefits, relating to the provision of ongoing client support, payroll tax filing and distribution of printed checks and other materials. These costs also include third-party reseller costs, delivery costs, computing costs and amortization of capitalized software costs, as well as bank fees associated with client fund transfers. We expect to realize cost efficiencies over the long term as our business scales, resulting in improved operating leverage and increased margins.

We capitalize a portion of our costs for software developed for internal use, which are then all amortized as a cost of recurring revenues. We amortized $0.8 million and $0.6 million during the three months ended March 31, 2013 and 2014, respectively, and $2.3 million and $1.8 million during the nine months ended March 31, 2013 and 2014, respectively.

Cost of Implementation Services and Other

Cost of implementation services and other consists almost entirely of employee-related expenses involved in the implementation of our payroll and other HCM solutions for new clients. Implementation costs are generally fixed in the short-term and exceed associated implementation revenue charged to each client. We intend to grow our business through acquisition of new clients, and doing so will require increased personnel to implement our solutions. Therefore our cost of implementation services and other is expected to increase in absolute dollars for the foreseeable future.

Operating Expenses

Sales and Marketing

Sales and marketing expenses consist primarily of employee-related expenses for our direct sales and marketing staff, including wages, commissions, stock-based compensation, bonuses and benefits, marketing expenses and other related costs. Commissions are primarily earned and recognized in the month when implementation is complete and the client first utilizes a service, typically by running its first payroll. Bonuses paid to sales staff for attainment of certain performance criteria are accrued in the fiscal year in which they are earned and are subsequently paid annually in the first fiscal quarter of the following year.

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We will seek to grow our number of clients for the foreseeable future and therefore our sales and marketing expense is expected to continue to increase in absolute dollars as we grow our sales organization and expand our marketing activities.

Research and Development

Research and development expenses consist primarily of employee-related expenses for our research and development and product management staff, including wages, stock-based compensation, benefits and bonuses. Additional expenses include costs related to the development, maintenance, quality assurance and testing of new technologies and ongoing refinement of our existing solutions. Research and development expenses, other than software development expenses qualifying for capitalization, are expensed as incurred.

We capitalize a portion of our development costs related to internal-use software. The timing of our capitalized development projects may affect the amount of development costs expensed in any given period. The table below sets forth the amounts of capitalized and expensed research and development expenses for the three months and nine months ended March 31, 2013 and 2014, respectively.

	Three Months Ended March 31,				Nine Months Ended March 31,
	2013		2014		2013		2014
	(in thousands)
Capitalized portion of research and development	$	521	$	1,136	$	1,115	$	2,995
Expensed portion of research and development	1,852		2,443		4,906		6,746
Total research and development	$	2,373	$	3,579	$	6,021	$	9,741

We expect to grow our research and development efforts as we continue to broaden our product offerings and extend our technological leadership by investing in the development of new technologies and introducing them to new and existing clients. We expect research and development expenses to continue to increase in absolute dollars but to vary as a percentage of total revenue on a period-to-period basis.

General and Administrative

General and administrative expenses consist primarily of other employee-related costs, including wages, benefits, stock-based compensation and bonuses for our administrative, finance, accounting, and human resources departments. Additional expenses include consulting and professional fees, insurance and other corporate expenses.

We expect our general and administrative expenses to increase in absolute dollars as a result of our operation as a public company. These expenses will also include costs associated with regulations governing public companies, increased costs of directors’ and officers’ liability insurance and increased professional services expenses.

Other Income (Expense)

Other income (expense) consists primarily of interest income and expense. Interest income represents interest received on our cash and cash equivalents. Interest expense consists primarily of the interest incurred on borrowings under our note payable. As of March 31, 2014, the Company has no notes payable outstanding.

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Results of Operations

The following table sets forth our statements of operations data for each of the periods indicated.

	Three months ended March 31,						Nine months ended March 31,
	2013			2014			2013			2014
	(in thousands)
Revenues:
Recurring fees	$	21,824		$	30,719		$	52,463		$	73,602
Interest income on funds held for clients	447			491			1,072			1,222
Total recurring revenues	22,271			31,210			53,535			74,824
Implementation services and other	1,735			2,556			3,497			5,216
Total revenues	24,006			33,766			57,032			80,040
Cost of revenues
Recurring revenues	7,896			10,246			21,190			27,320
Implementation services and other	2,838			4,679			7,600			12,670
Total cost of revenues	10,734			14,925			28,790			39,990
Gross profit	13,272			18,841			28,242			40,050
Operating expenses
Sales and marketing	5,888			8,678			13,714			19,290
Research and development	1,852			2,443			4,906			6,746
General and administrative	2,928			5,587			8,722			14,726
Total operating expenses	10,668			16,708			27,342			40,762
Operating income (loss)	2,604			2,133			900			(712		)
Other income (expense)	(8		)	59			(17		)	109
Income (Loss) before income taxes	2,596			2,192			883			(603		)
Income tax (expense) benefit	(575		)	(1,042		)	106			197
Net income (loss)	$	2,021		$	1,150		$	989		$	(406	)

The following table sets forth our statements of operations data as a percentage of revenue for each of the periods indicated.

	Three Months Ended March 31,				Nine Months Ended March 31,
	2013		2014		2013		2014

Consolidated Statements of Operations Data:
Revenues:
Recurring fees	91	%	91	%	92	%	92	%
Interest income on funds held for clients	2	%	1	%	2	%	2	%
Total recurring revenues	93	%	92	%	94	%	94	%
Implementation services and other	7	%	8	%	6	%	6	%
Total revenues	100	%	100	%	100	%	100	%
Cost of revenues:
Recurring revenues	33	%	30	%	37	%	34	%
Implementation services and other	12	%	14	%	13	%	16	%
Total costs of revenues	45	%	44	%	50	%	50	%
Gross profit	55	%	56	%	50	%	50	%
Operating expenses:
Sales and marketing	25	%	26	%	24	%	24	%
Research and development	8	%	7	%	9	%	9	%
General and administrative	12	%	17	%	15	%	18	%
Total operating expenses	45	%	50	%	48	%	51	%
Operating income (loss)	10	%	6	%	2	%	(1	)%
Other income (expense)	(0	)%	0	%	(0	)%	0	%
Income (loss) before income taxes	10	%	6	%	2	%	(1	)%
Income tax (expense) benefit	(2	)%	(3	)%	0	%	0	%
Net income (loss)	8	%	3	%	2	%	(1	)%

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Comparison of Three Months Ended March 31, 2013 and 2014

Revenues

	Three Months Ended March 31,						Change
	2013			2014			$		%
Recurring fees	$	21,824		$	30,719		$	8,895	41	%
Percentage of total revenues	91		%	91		%
Interest income on funds held for clients	447			491			44		10	%
Percentage of total revenues	2		%	1		%
Implementation services and other	1,735			2,556			821		47	%
Percentage of total revenues	7		%	8		%

Recurring Fees

Recurring fees for the three months ended March 31, 2014 increased by $8.9 million, or 41%, to $30.7 million from $21.8 million for the three months ended March 31, 2013. Recurring fees increased primarily as a result of revenue from new clients, as well as increased revenue per client during fiscal 2013 and the first three quarters of fiscal 2014.

Interest Income on Funds Held for Clients

Interest income on funds held for clients for the three months ended March 31, 2014 was not materially different as compared to the three months ended March 31, 2013. The increase in interest income was due to an increase in the amount of funds held for clients, partially offset by declining interest rates.

Implementation Services and Other

Implementation services and other revenue for the three months ended March 31, 2014 increased by $0.8 million, or 47%, to $2.5 million from $1.7 million for the three months ended March 31, 2013. Implementation services and other revenue increased primarily as a result of an increase in the number of new clients during the three months ended March 31, 2014 in comparison to the three months ended March 31, 2013.

Cost of Revenues

	Three Months Ended March 31,						Change
	2013			2014			$		%
Cost of recurring revenues	$	7,896		$	10,246		$	2,350	30	%
Percentage of recurring revenues	35		%	33		%
Recurring gross margin	65		%	67		%
Cost of implementation services and other	2,838			4,679			1,841		65	%
Percentage of implementation services and other	164		%	183		%
Implementation gross margin	(64		)%	(83		)%

Cost of Recurring Revenues

Cost of recurring revenues for the three months ended March 31, 2014 increased by $2.3 million, or 30%, to $10.2 million from $7.9 million for the three months ended March 31, 2013. Cost of recurring revenues increased primarily as a result of the continued growth of our business, in particular $0.9 million in employee-related costs resulting from additional personnel necessary to service new and existing clients and $1.3 million of fees related to the delivery of our services. Recurring gross margin increased from 65% for the three months ended March 31, 2013 to 67% for the three months ended March 31, 2014, primarily due to a 1% reduction in amortization expense as a percentage of total recurring revenue and a 1% reduction in personnel-related and other costs as a percentage of total recurring revenue.

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Cost of Implementation Services and Other

Cost of implementation services and other for the three months ended March 31, 2014 increased by $1.9 million, or 65%, to $4.7 million from $2.8 million for the three months ended March 31, 2013. Cost of implementation services and other increased primarily as a result of the expenses associated with the continued acquisition of new clients, in particular $1.6 million in employee-related costs resulting from additional personnel related to client implementation activities during the three months ended March 31, 2014.

Operating Expenses

Sales and Marketing

	Three Months Ended March 31,						Change
	2013			2014			$		%
Sales and marketing	$	5,888		$	8,678		$	2,790	47	%
Percentage of total revenues	25		%	26		%

Sales and marketing expenses for the three months ended March 31, 2014 increased by $2.8 million, or 47%, to $8.7 million from $5.9 million for the three months ended March 31, 2013. The increase in sales and marketing expenses was primarily the result of $2.7 million of additional employee-related expenses incurred due to the expansion of our direct sales force by 28 personnel, the addition of 32 sales lead generation personnel, whose function was previously outsourced and recorded in sales and marketing as lead generation expense rather than employee-related expense in prior periods, and other miscellaneous sales and marketing related expenses. Additionally, sales and marketing expenses for the three months ended March 31, 2014 increased by $0.1 million as a result of our effort to increase awareness of our brand in the marketplace.

Research and Development

	Three Months Ended March 31,						Change
	2013			2014			$		%
Research and development	$	1,852		$	2,443		$	591	32	%
Percentage of total revenues	8		%	7		%

Research and development for the three months ended March 31, 2014 increased by $0.6 million, or 32%, to $2.4 million from $1.8 million for the three months ended March 31, 2013. The increase in research and development expense was primarily as a result of $0.9 million in employee - related expenses related to 23 additional development personnel, partially offset by an increase in capitalized internally-developed software costs for the three months ended March 31, 2014. The Company’s emphasis is on hiring highly skilled technical personnel as well as expanding the management team in this area, resulting in higher average salaries and increased research and development expense per incremental employee for the three months ended March 31, 2014. In addition the Company capitalized $1.1 million of research and development costs for the three months ended March 31, 2014, an increase of $0.6 million or 118% from the three months ended March 31, 2013. This resulted in a total increased investment in research and development of 51% or $1.2 million for the three months ended March 31, 2014 from the three months ended March 31, 2013.

General and Administrative

	Three Months Ended March 31,						Change
	2013			2014			$		%
General and administrative	$	2,928		$	5,587		$	2,659	91	%
Percentage of total revenues	12		%	17		%

General and administrative expenses for the three months ended March 31, 2014 increased by $2.7 million, or 91%, to $5.6 million from $2.9 million for the three months ended March 31, 2013. The increase was primarily the result of $1.9 million of additional employee - related expenses related to 20 additional personnel within our administrative, finance, accounting and HR

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departments to support our continued growth, including the recruiting and hiring of senior level personnel to prepare for and assist in our efforts to become a public company, and $0.3 million of additional professional fees.

Other Income (Expense)

	Three Months Ended March 31,						Change
	2013			2014			$		%
Other income (expense)	$	(8	)	$	59		$	67	*
Percentage of total revenues	(0		)%	0		%

* Not meaningful

Other expense for the three months ended March 31, 2014 decreased by $0.07 million as compared to the three months ended March 31, 2013. The decrease in other expense was primarily the result of reduced interest expense as we repaid approximately $1.6 million of debt during the nine months ended March 31, 2014 in accordance with the terms of our promissory notes and note payable.

Income Tax Expense

	Three Months Ended March 31,						Change
	2013			2014			$		%
Income tax expense	$	575		$	1,042		$	467	81	%
Percentage of total revenues	(2		)%	(3		)%

Income tax expense for the three months ended March 31, 2014 increased by $0.5 million, or 81% as compared to the three months ended March 31, 2013 due to the timing of the recognition of federal research and development credits partially offset by a decrease in net income before taxes. No benefit from federal research and development credits was recorded for the three months ended March 31, 2014 due to there being no authorizing legislation for periods after December 31, 2013. However, the Company recorded retroactive federal research and development credits related to calendar year 2012 as a result of the passage of retroactive legislation during the three months ended March 31, 2013.

Comparison of Nine Months Ended March 31, 2013 and 2014

Revenues

	Nine Months Ended March 31,						Change
	2013			2014			$		%
Recurring fees	$	52,463		$	73,602		$	21,139	40	%
Percentage of total revenues	92		%	92		%
Interest income on funds held for clients	1,072			1,222			150		14	%
Percentage of total revenues	2		%	2		%
Implementation services and other	3,497			5,216			1,719		49	%
Percentage of total revenues	6		%	6		%

Recurring Fees

Recurring fees for the nine months ended March 31, 2014 increased by $21.1 million, or 40%, to $73.6 million from $52.5 million for the nine months ended March 31, 2013. Recurring fees increased primarily as a result of revenue from new clients, as well as increased revenue per client during fiscal 2013 and the first three quarters of fiscal 2014.

Interest Income on Funds Held for Clients

Interest income on funds held for clients for the nine months ended March 31, 2014 was not materially different as compared to the nine months ended March 31, 2013. The increase in interest income was due to an increase in the amount of funds held for clients, partially offset by declining interest rates.

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Implementation Services and Other

Implementation services and other revenue for the nine months ended March 31, 2014 increased by $1.7 million, or 49%, to $5.2 million from $3.5 million for the nine months ended March 31, 2013. Implementation services and other revenue increased primarily as a result of an increase in the number of new clients during the nine months ended March 31, 2014 in comparison to the nine months ended March 31, 2013.

Cost of Revenues

	Nine Months Ended March 31,						Change
	2013			2014			$		%
Cost of recurring revenues	$	21,190		$	27,320		$	6,130	29	%
Percentage of recurring revenues	40		%	37		%
Recurring gross margin	60		%	63		%
Cost of implementation services and other	7,600			12,670			5,070		67	%
Percentage of implementation services and other	217		%	243		%
Implementation gross margin	(117		)%	(143		)%

Cost of Recurring Revenues

Cost of recurring revenues for the nine months ended March 31, 2014 increased by $6.1 million, or 29%, to $27.3 million from $21.2 million for the nine months ended March 31, 2013. Cost of recurring revenues increased primarily as a result of the continued growth of our business, in particular $2.6 million in employee-related costs resulting from additional personnel necessary to service new and existing clients and $3.3 million of fees related to the delivery of our services. Recurring gross margin increased from 60% for the nine months ended March 31, 2013 to 63% for the nine months ended March 31, 2014, primarily due to a 2% reduction in amortization expense as a percentage of total recurring revenue and a 1% reduction in personnel-related and other costs as a percentage of total recurring revenue.

Cost of Implementation Services and Other

Cost of implementation services and other for the nine months ended March 31, 2014 increased by $5.1 million, or 67%, to $12.7 million from $7.6 million for the nine months ended March 31, 2013. Cost of implementation services and other increased primarily as a result of the expenses associated with the continued acquisition of new clients, in particular $4.5 million in employee-related costs resulting from additional personnel related to client implementation activities during the nine months ended March 31, 2014.

Operating Expenses

Sales and Marketing

	Nine Months Ended March 31,				Change
	2013		2014		$		%
Sales and marketing	$	13,714	$	19,290	$	5,576

ITEM 1. FINANCIAL STATEMENTS		3

Unaudited Consolidated Balance Sheets as of June 30, 2013 and March 31, 2014		3

Unaudited Consolidated Statements of Operations for the three and nine months ended March 31, 2013 and 2014		4

Unaudited Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the nine months ended March 31, 2014		5

Unaudited Consolidated Statements of Cash Flows for the nine months ended March 31, 2013 and 2014		6

Notes to the Unaudited Consolidated Financial Statements		7

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		15

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		29

ITEM 4. CONTROLS AND PROCEDURES		30

PART II. OTHER INFORMATION		31

ITEM 1. LEGAL PROCEEDINGS		31

ITEM 1A. RISK FACTORS		31

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		47

ITEM 3. DEFAULTS UPON SENIOR SECURITIES		47

ITEM 4. MINE SAFETY DISCLOSURES		47

ITEM 5. OTHER INFORMATION		47

ITEM 6. EXHIBITS		47

SIGNATURES		48