UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

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

For the quarterly period ended December 31, 2014

oTransition 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 x  No o

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: 50,486,538 shares of Common Stock, $0.001 par value per share, as of January 30, 2015.

Paylocity Holding Corporation

Form 10-Q

For the Quarterly Period Ended December 31, 2014

TABLE OF CONTENTS

	Page
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Unaudited Consolidated Balance Sheets as of June 30, 2014 and December 31, 2014	3
Unaudited Consolidated Statements of Operations for the three and six months ended December 31, 2013 and 2014	4
Unaudited Consolidated Statements of Changes in Stockholders’ Equity for the six months ended December 31, 2014	5
Unaudited Consolidated Statements of Cash Flows for the six months ended December 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	16
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	31
ITEM 4. CONTROLS AND PROCEDURES	31
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS	32
ITEM 1A. RISK FACTORS	32
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	49

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PART I

FINANCIAL INFORMATION

Item 1.Financial Statements

PAYLOCITY HOLDING CORPORATION

Unaudited Consolidated Balance Sheets

 (in thousands, except per share data)

	June 30,			December 31,
	2014			2014
Assets
Current assets:
Cash and cash equivalents	$	78,848		$	89,480
Accounts receivable, net	756			1,030
Prepaid expenses and other	2,694			2,978
Deferred income tax assets, net	706			684
Total current assets before funds held for clients	83,004			94,172
Funds held for clients	417,261			858,139
Total current assets	500,265			952,311
Long-term prepaid expenses	313			222
Capitalized software, net	5,093			5,704
Property and equipment, net	13,125			15,216
Intangible assets, net	6,320			5,940
Goodwill	3,035			3,035
Total assets	$	528,151		$	982,428
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	2,133		$	3,373
Taxes payable	5			19
Consideration related to acquisition	2,985			400
Accrued expenses	10,744			11,720
Total current liabilities before client fund obligations	15,867			15,512
Client fund obligations	417,261			858,139
Total current liabilities	433,128			873,651
Deferred rent	3,175			2.905
Deferred income tax liabilities, net	714			731
Total liabilities	$	437,017		$	877,287
Stockholders’ equity:
Preferred stock, $0.001 par value, 5,000 authorized, no shares issued and outstanding at June 30, 2014 and December 31, 2014	—			—
Common stock, $0.001 par value, 155,000 shares authorized at June 30, and December 31, 2014, 49,564 shares issued and outstanding at June 30, 2014; and 50,487 shares issued and outstanding at December 31, 2014	50			50
Additional paid-in capital	125,255			150,557
Accumulated deficit	(34,171		)	(45,466		)
Total stockholders’ equity	$	91,134		$	105,141
Total liabilities and stockholders’ equity	$	528,151		$	982,428

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 endedDecember 31,						Six months endedDecember 31,
	2013			2014			2013			2014
Revenues:
Recurring fees	$	22,145		$	32,055		$	42,883		$	61,197
Interest income on funds held for clients	378			390			731			753
Total recurring revenues	22,523			32,445			43,614			61,950
Implementation services and other	1,382			1,868			2,660			3,472
Total revenues	23,905			34,313			46,274			65,422
Cost of revenues:
Recurring revenues	9,081			11,953			17,074			22,010
Implementation services and other	4,237			6,093			7,991			11,488
Total cost of revenues	13,318			18,046			25,065			33,498
Gross profit	10,587			16,267			21,209			31,924
Operating expenses:
Sales and marketing	5,423			9,401			10,612			18,479
Research and development	2,347			5,271			4,303			9,298
General and administrative	5,228			8,061			9,139			15,509
Total operating expenses	12,998			22,733			24,054			43,286
Operating loss	(2,411		)	(6,466		)	(2,845		)	(11,362		)
Other income (expense)	22			80			50			129
Loss before income taxes	(2,389		)	(6,386		)	(2,795		)	(11,233		)
Income tax (benefit) expense	(877		)	34			(1,239		)	62
Net loss	$	(1,512	)	$	(6,420	)	$	(1,556	)	$	(11,295	)
Net loss attributable to common stockholders	$	(2,293	)	$	(6,420	)	$	(3,118	)	$	(11,295	)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.07	)	$	(0.13	)	$	(0.10	)	$	(0.23	)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted	31,988			49,775			31,988			49,670

See accompanying notes to unaudited consolidated financial statements.

4

PAYLOCITY HOLDING CORPORATION

Unaudited Consolidated Statements of Changes in Stockholders’ Equity

(in thousands)

	Stockholders’ Equity
	Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Capital			Deficit			Equity
Balances at June 30, 2014	49,564		$	50	$	125,255		$	(34,171	)	$	91,134
Follow-on offering, net of issuance costs	750		—		18,384			—			18,384
Stock-based compensation expense	—		—		7,447			—			7,447
Stock options exercised	104		—		617			—			617
Issuance of common stock upon vesting of restricted stock units	100		—		—			—			—
Issuance of common stock under employee stock purchase plan	36		—		670			—			670
Net settlement for taxes and/or exercise price related to equity awards	(67	)	—		(1,816		)	—			(1,816		)
Net loss	—		—		—			(11,295		)	(11,295		)
Balances at December 31, 2014	50,487		$	50	$	150,557		$	(45,466	)	$	105,141

See accompanying notes to the unaudited consolidated financial statements.

5

PAYLOCITY HOLDING CORPORATION

Unaudited Consolidated Statements of Cash Flows

(in thousands)

	Six Months Ended December 31,
	2013			2014
Cash flows provided by operating activities:
Net loss	$	(1,556	)	$	(11,295	)
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation	349			7,137
Depreciation and amortization	2,924			4,160
Deferred income tax (benefit) expense	(1,239		)	39
Provision for doubtful accounts	6			71
Loss on disposal of equipment	—			42
Changes in operating assets and liabilities:
Accounts receivable	50			(345		)
Prepaid expenses	(715		)	(193		)
Trade accounts payable	778			697
Accrued expenses	295			536
Net cash provided by operating activities	892			849
Cash flows from investing activities:
Capitalized internally developed software costs	(1,859		)	(1,579		)
Purchases of property and equipment	(2,787		)	(4,165		)
Payments for acquisition	—			(2,585		)
Net change in funds held for clients	(135,858		)	(440,878		)
Net cash used in investing activities	(140,504		)	(449,207		)
Cash flows from financing activities:
Net change in client funds obligation	135,858			440,878
Proceeds from follow-on offering, net of cash paid for issuance costs	—			18,716
Payments on initial public offering costs	(698		)	(75		)
Proceeds from exercise of stock options	—			181
Proceeds from employee stock purchase plan	—			670
Taxes paid related to net share settlement of equity awards	—			(1,380		)
Principal payments on long-term debt	(313		)	—
Net cash provided by financing activities	134,847			458,990
Net Change in Cash and Cash Equivalents	(4,765		)	10,632
Cash and Cash Equivalents—Beginning of Year	7,594			78,848
Cash and Cash Equivalents—End of Year	$	2,829		$	89,480
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Build-out allowance received from landlord	$	580		—
Deferred offering costs included in accounts payable	$	863		—
Unpaid follow-on offering costs included in accrued expenses	—			$	332
Purchase of property and equipment, accrued but not paid	$	759		$	1,366
Supplemental disclosure of cash flow information
Cash paid for income taxes	$	195		$	26
Cash paid for interest	$	48		—

See accompanying notes to unaudited consolidated financial statements.

6

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”), through its wholly owned subsidiary, Paylocity Corporation, 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.

Follow-On Offering

In December 2014, the Company completed a follow-on offering in which it issued and sold 750 shares of common stock and existing shareholders sold 3,850 shares of common stock at a public offering price of $26.25 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 $18,384 after deducting underwriting discounts and commissions of $935 and other offering expenses of $368.

(2) Summary of Significant Accounting Policies

(a) Consolidation and Use of Estimates

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.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the allowance for doubtful accounts, software developed for internal use, valuation and useful lives of long-lived assets, definite-lived intangibles, goodwill, stock-based compensation, valuation of net deferred income tax assets and the best estimate of selling price for revenue recognition purposes. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. Accounting estimates used in the preparation of these consolidated financial statements change as new events occur, as more experience is acquired, as additional information is obtained and as the operating environment changes.

(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 and cash flows. The results of operations for the three-month and six-month periods ended December 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, 2014 included in the Company’s Annual Report on Form 10-K filed with the SEC on August 22, 2014.

(c) Income Taxes

Differences in the normal relationship between the income tax expense (benefit) and pre-tax income (loss) materially result from the existence of a valuation allowance recorded against the preponderance of the net deferred tax assets.

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(d) Stock-Based Compensation

The Company recognizes all employee stock-based compensation as a cost in the financial statements. Equity-classified awards, including those under the 2014 Employee Stock Purchase Plan (“ESPP”), are measured at the grant date fair value of the award and expense is recognized, net of assumed forfeitures, on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company estimates grant date fair value using the Black-Scholes option-pricing model and periodically updates the assumed forfeiture rates for actual experience over the option vesting term or the term of the ESPP purchase period.

(e) Recently Issued Accounting Standards

In May 2014, the Financial Accounting Standard Board (FASB) issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 supersedes a majority of existing revenue recognition guidance under US GAAP, and requires companies to recognize revenue when it transfers goods or services to a customer in an amount that reflects the consideration to which a company expects to be entitled. Companies may need to apply more judgment and estimation techniques or methods while recognizing revenue, which could result in additional disclosures to the financial statements. Topic 606 allows for either a “full retrospective” adoption or a “modified retrospective” adoption. The Company is currently evaluating which adoption method it will use. Early application is not permitted. The Company plans on adopting ASU 2014-09 beginning July 1, 2017 and is currently assessing the potential effects of these changes to its consolidated financial statements.

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:

Balance at June 30, 2014	$	126
Charged to expense	71
Write-offs	(39		)
Balance at December 31, 2014	$	158

Capitalized software and accumulated amortization were as follows:

	June 30,			December 31,
	2014			2014
Internally developed software	$	19,863		$	21,752
Accumulated amortization	(14,770		)	(16,048		)
Capitalized software, net	$	5,093		$	5,704

Amortization of capitalized internal-use software costs is included in Cost of Revenues-Recurring Revenues and amounted to $624 and $685 for the three months ended December 31, 2013 and 2014, respectively and $1,229 and $1,278 for the six months ended December 31, 2013 and 2014, respectively.

8

Property and equipment consist of the following:

	June 30,			December 31,
	2014			2014
Office equipment	$	1,449		$	1,716
Computer equipment	7,726			11,059
Furniture and fixtures	2,317			2,351
Software	4,963			5,133
Leasehold improvements	6,059			6,390
Time clocks rented by clients	2,360			2,698
	24,874			29,347
Accumulated depreciation	(11,749		)	(14,131		)
Property and equipment, net	$	13,125		$	15,216

Depreciation expense amounted to $909 and $1,354 for the three months ended December 31, 2013 and 2014, respectively and $1,695 and $2,502 for the six months ended December 31, 2013 and 2014, respectively.

The components of accrued expenses were as follows:

	June 30,		December 31,
	2014		2014
Accrued payroll and personnel costs	$	8,781	$	9,481
Current portion of deferred rent	577		669
Other	1,386		1,570
Total accrued expenses	$	10,744	11,720

Intangible assets consist of the following:

	June 30, 2014			December 31, 2014			Weighted Average Useful Life
Client relationships	$	6,180		$	6,180		9 years
Non-solicitation agreement	220			220			3 years
Total	6,400			6,400
Accumulated amortization	(80		)	(460		)
Intangible assets, net	$	6,320		$	5,940

There was no amortization expense for acquired intangible assets for the three months or six months ended December 31, 2013.  Amortization expense for acquired intangible assets was $190 for the three months and $380 for the six months ended December 31, 2014.

(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.

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· 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, 2014 and December 31, 2014 based upon the short-term nature of the assets and liabilities.

(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 6,800 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 December 31, 2014, the Company had 2,036 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 December 31,				Six months ended December 31,
	2013		2014		2013		2014
Cost of revenue — recurring	$	—	$	466	$	—	$	814
Cost of revenue — non-recurring	—		386		—		677
Sales and marketing	—		894		—		1,778
Research and development	—		849		—		1,384
General and administrative	168		1,259		349		2,484
Total stock-based compensation	$	168	$	3,854	$	349	$	7,137

In addition, the Company capitalized $148 and $310 of stock compensation costs in its internal use software in the three-month and six-month periods ended December 31, 2014, respectively.  No such amounts were capitalized in internal use software in the three and six month periods ended December 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

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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 six months ended December 31:

	Period ended December 31,
	2013		2014
Valuation assumptions:
Expected dividend yield	0	%	0	%
Expected volatility	29.5	%	43.9	%
Expected term (years)	4.0		6.25
Risk-free interest rate	0.52	%	1.91	%

The following table summarizes changes during the quarter in the number of shares available for grant under our equity incentive plans:

	Number of Shares
Available for grant at July 1, 2014	2,581
RSU’s granted	(384	)
Options granted	(322	)
Shares withheld in settlement of taxes and exercise price	67
Forfeitures	228
Shares removed	(134	)
Available for grant at December 31, 2014	2,036

Shares removed represents forfeitures of shares and shares withheld in settlement of taxes and payment of exercise price related to grants made under the 2008 Plan. As noted above, no new awards will be issued under the 2008 Plan.

The table below presents stock option activity during the six months ended December 31, 2014:

	Outstanding Options
	Number of shares		Weighted average exercise price		Weighted average remaining contractual term	Aggregate intrinsic value
Balance at July 1, 2014	4,388		$	10.00	8.58	$	51,017
Options granted	322		24.80
Options forfeited	(219	)	12.62
Options exercised	(104	)	5.98
Balance at December 31, 2014	4,387		$	11.05	8.15	$	66,065
Options exercisable at December 31, 2014	1,341		$	2.91	6.49	$	31,102
Options vested and expected to vest at December 31, 2014	4,192		$	10.77	8.10	$	64,319

There were no options granted during the three-month periods ended December 31, 2013 and 2014, respectively. The weighted average grant date fair value of options granted during the six-month periods ended December 31, 2013 and 2014 was $1.71 and $11.15, respectively. The total intrinsic value of options exercised during the three and six month periods ended December 31, 2014 was $1,839 and $2,063, respectively.  There were no options exercised in the three-month or six-month periods ended December 31, 2013. At December 31, 2014, there was $9,640 of total unrecognized compensation cost, net of estimated forfeitures, related to unvested stock option granted under the Plan. That cost is expected to be recognized over a weighted average period of 1.73 years.

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The Company may also grant RSAs and RSUs under the 2014 Plan with terms determined at the discretion of the Compensation Committee of the Company’s Board of Directors. The following table represents restricted stock unit activity during the six months ended December 31, 2014:

	Units		Weighted average grant date fair value
RSU balance at July 1, 2014	102		$	17.00
RSUs granted	384		24.75
RSUs vested	(100	)	17.57
RSUs cancelled/forfeited	(9	)	24.80
RSU balance at December 31, 2014	377		$	24.57
RSUs expected to vest at December 31, 2014	342		$	24.55

At December 31, 2014, there was $6,483 of total unrecognized compensation cost, net of estimated forfeitures, related to unvested restricted stock awards granted under the Plan. That cost is expected to be recognized over a weighted average period of 2.13 years.

(b) Employee Stock Purchase Plan

The Company’s 2014 Employee Stock Purchase Plan (“ESPP”) was adopted by the Board of Directors and approved by the stockholders on February 6, 2014 and was effective upon completion of the Company’s initial public offering.

Under the Company’s ESPP, the Company can grant stock purchase rights to all eligible employees during specific offering periods not to exceed twenty-seven months.  Each offering period will begin on the first trading day on or after May 16 and November 16 of each year, effective after the first offering period after the Company’s initial public offering (“IPO”).  Shares are purchased through employees’ payroll deductions, up to a maximum of 10% of employees’ compensation for each purchase period, at a purchase price equal to 85% of the lesser of the fair market value of the Company’s common stock at the first trading day of the applicable offering period or the purchase date.  Participants may purchase up to $25 worth of common stock or 2 shares of common stock in any one year.  The ESPP is considered compensatory and results in compensation expense.

A total of one-million shares of common stock were reserved for future issuance under the ESPP, of which 36 have been issued as of December 31, 2014. The number of shares of common stock reserved for issuance under the ESPP will increase automatically each year, beginning on January 1, 2015 and continuing through and including January 1, 2024.  The number of shares added each year will be equal to the lesser of (a) 400, (b) seventy-five one hundredths percent (0.75%) of the number of shares of common stock of the Company issued and outstanding on the immediately preceding December 31, or (c) an amount determined by the Company’s board of directors.

The Company commenced its initial ESPP four-month offering period on July 16, 2014 and commenced a six-month offering period on November 16, 2014. The Company recorded compensation expense attributable to the ESPP of $154 and $284 for the three-month and six-month periods ended December 31, 2014, respectively, which is included in the summary of stock-based compensation expense above. The grant date fair value of the ESPP offering periods was estimated using the following weighted average assumptions:

	Period ended December 31,
	2013	2014
Valuation assumptions:
Expected dividend yield	N/A	0%
Expected volatility	N/A	35.5 – 41.7%
Expected term (years)	N/A	0.3 – 0.5
Risk-free interest rate	N/A	0.04 – 0.06%

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(c) 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 $229 and $327 for the three-month periods ended December 31, 2013 and 2014, respectively and were approximately $477 and $709 for the six-month periods ended December 31, 2013 and 2014, respectively.

(6) Commitments and Contingencies

Reseller Agreements

The Company had agreements with two organizations that sell the Company’s offerings and services in defined areas of the country, one of which was terminated in May 2014. The Company exercised its right to terminate the first reseller agreement and acquired substantially all of the assets of the reseller in May 2014 as described in Note 5 of the audited consolidated financial statements and related notes for the year ended June 30, 2014 included in the Company’s Annual Report on Form 10-K filed with the SEC on August 22, 2014.  The Company paid the first reseller $737 and $1,351 during the three and six months ended December 31, 2013, respectively, under the terminated reseller agreement. The Company paid the first reseller $200 and $2,585 during the three and six months ended December 31, 2014, respectively, under the terms of the asset purchase agreement signed at closing in May 2014.

The initial term of the second reseller agreement commenced in June 2009 and is set to expire in June 2016 unless renewed or terminated.  The second reseller agreement originally provided 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, has the right to terminate the agreement at any time. 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 paid the second reseller $471 and $695 during the three-month periods ended December 31, 2013 and 2014, respectively and $963 and $1,330 during the six-month periods ended December 31, 2013 and 2014, respectively.

(7) Earnings Per Share

For the periods presented prior to the Company’s IPO, basic and diluted net 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 Redeemable Convertible 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 Redeemable Convertible 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 Redeemable Convertible 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 Redeemable Convertible Preferred Stock did not have a contractual obligation to share in the losses of the Company. The Company considered its Redeemable Convertible Preferred Stock to be participating securities and, in accordance with the two-class method, earnings allocated to Redeemable Convertible Preferred Stock and the related number of outstanding shares of Redeemable Convertible Preferred Stock have been excluded from the computation of basic and diluted net loss per common share.

Under the two-class method, net loss attributable to common stockholders is determined by allocating undistributed earnings, calculated as net loss less current period Redeemable Convertible Preferred Stock cumulative dividends, between common stock and Redeemable Convertible Preferred Stock. In computing diluted net 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

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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.

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

	Three months ended December 31,						Six months ended December 31,
	2013			2014			2013			2014
Basic net loss per share:
Numerator:
Net Loss	$	(1,512	)	$	(6,420	)	$	(1,556	)	$	(11,295	)
Less: Preferred dividend rights attributable to participating securities	(781		)	—			(1,562		)	—
Net loss attributable to common stockholders	$	(2,293	)	$	(6,420	)	$	(3,118	)	$	(11,295	)
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders:
Basic (in thousands)	31,988			49,775			31,988			49,670
Weighted-average effect of potentially dilutive shares:
Employee stock options and restricted stock units (in thousands)	—			—			—			—
Diluted (in thousands)	31,988			49,775			31,988			49,670
Net loss per share attributable to common stockholders, basic and diluted	$	(0.07	)	$	(0.13	)	$	(0.10	)	$	(0.23	)

The following table summarizes the outstanding employee stock options, restricted stock units, shares purchasable via the employee stock purchase plan as of the balance sheet date, 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 December 31,		Six months ended December 31,
	2013	2014	2013	2014
Redeemable convertible preferred stock	11,933	—	11,933	—
Restricted stock units	—	377	—	377
Employee stock purchase plan shares	—	12	—	12
Employee stock options	2,376	4,387	2,376	4,387
Total	14,309	4,776	14,309	4,776

RSAs were excluded from both basic and diluted earnings per share calculations for the three-month and six-month periods ended December 31, 2013 as the vesting conditions had not been met as of that date.

(8) 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.

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The Company recorded income tax (benefit) expense of $(877) and $34 for the three-month periods ended December 31, 2013 and 2014, respectively and $(1,239) and $62 for the six-month periods ended December 31, 2013 and 2014, respectively.  The Company’s effective rate for the three and six months ended December 31, 2013 differed from statutory rates primarily due to federal and state research and development credits and expenses not deductible for income tax reporting purposes.  The Company’s effective tax rate for the three and six months ended December 31, 2014 differ from statutory rates primarily due to the existence of a valuation allowance recorded against the preponderance of the net deferred tax assets.

The Company reviews the likelihood that it will realize the benefit of its deferred tax assets and, therefore, the need for a valuation allowance on a quarterly basis. It established a valuation allowance on all of its net deferred tax assets except for deferred tax liabilities associated with indefinite-lived intangible assets during fiscal 2014, given that the company determined that it was more likely than not that the Company would not recognize the benefits of its net operating loss carryforwards prior to their expiration.  As of December 31, 2014, the Company had no unrecognized tax benefits.

On September 13, 2013, the IRS issued final regulations and re-proposed regulations that provide guidance with respect to (i) the treatment of materials and supplies, (ii) capitalization of amounts paid to acquire or produce tangible property, (iii) the determination of whether an expenditure with respect to tangible property is a deductible repair or a capital expenditure, and (iv) dispositions of MACRS property.  The final regulations will be effective for the fiscal year ending June 30, 2015.  Management is reviewing the regulations, but does not believe there will be a material impact on the Company’s results of operations, financial position, or cash flows.

(9) Related Party Transactions

The Company has a Memorandum of Understanding (“Memorandum”) and a Non-Competition and Non-Solicitation Agreement (“Non-Compete”) with its Chairman Steve Sarowitz and Blue Marble, a separate legal entity owned by Mr. Sarowitz.

The Memorandum established the ongoing market based terms between the Company and Blue Marble for services provided to or on behalf of each other.  In addition, Paylocity obtained a right of first refusal on the sale of Blue Marble, an option exercisable starting three years from the date of the Memorandum to purchase Blue Marble, and the right of first refusal to purchase any acquisition target of Blue Marble outside the United States of America, all at fair market value.  The Memorandum requires Blue Marble to obtain written consent from Paylocity should Blue Marble intend to acquire an entity that provides or partners with other service providers to provide products and services to clients located in the United States of America.  The Company provides no management guidance to the entity, has no equity interest in the entity, no obligation or intention to fund any of the entity’s operational shortfalls, and no right to any operational surpluses generated by the entity.

The Non-Compete agreement outlines the permissible activities and ongoing responsibilities of Mr. Sarowitz and Blue Marble including an obligation not to compete with services offered by Paylocity and an obligation not to solicit employees of Paylocity.

(10) Subsequent Events

On January 1, 2015, pursuant to the provisions of the 2014 Equity Incentive Plan, the number of common shares in reserve increased by 2,272 shares automatically and, pursuant to the provisions of the 2014 Employee Stock Purchase Plan, the number of common shares in reserve increased by 137 shares as determined by the Board of Directors.

In January 2015, the underwriters for the Company’s follow-on offering exercised their option to purchase 360 additional shares from certain shareholders of the Company of the 690 available as described in the final prospectus filed with the SEC on December 12, 2014.  The Company did not receive any proceeds from the sale of common stock by the existing shareholders.

The Company has evaluated subsequent events from the balance sheet date through February 6, 2015, the date at which the financial statements were available to be issued and has determined that there are no such events that would have a material impact on the financial statements.

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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 operating 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 $43.6 million for the six months ended December 31, 2013 to $62.0 million for the six months ended December 31, 2014, representing a 42% year-over-year increase. Recurring revenue represented 94% and 95% of total revenue during the six months ended December 31, 2013 and 2014, respectively. Recurring revenue increased from $22.5 million for the three months ended December 31, 2013 to $32.4 million for the three months ended December 31, 2014, representing a 44% year-over-year increase. Recurring revenue represented 95% of total revenue for both of the three month periods ended December 31, 2013 and 2014.

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. Our recurring fees from new clients was 37% and 38% for the six-month periods ended December 31, 2013 and 2014, respectively.

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 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, stock-based compensation expenses, and employer payroll tax related to stock releases and option exercises, 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 stock-based compensation expenses, and employer payroll tax related to stock releases and option exercises, if any. We define Adjusted EBITDA as net loss before interest expense (income), income tax expense (benefit), depreciation and amortization, stock-based compensation expenses, and employer payroll tax related to stock releases and option exercises, if any. 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 ended December 31,						Six months ended December 31,
	2013			2014			2013		2014
	(in thousands)						(in thousands)
Adjusted Gross Profit(1)	$	11,211		$	17,806		$	22,438	$	34,695
Adjusted Recurring Gross Profit(1)	$	14,066		$	21,643		$	27,769	$	42,032
Adjusted EBITDA(1)	$	(665	)	$	(242	)	$	523	$	125

	Three months ended December 31,				Six months ended December 31,
	2013		2014		2013		2014
	(in thousands)				(in thousands)
Reconciliation from Gross Profit to Adjusted Gross Profit
Gross profit	$	10,587	$	16,267	$	21,209	$	31,924
Amortization of capitalized research and development costs	624		685		1,229		1,278
Stock-based compensation expense and employer payroll taxes related to stock releases and option exercises	—		854		—		1,493
Adjusted Gross Profit	$	11,211	$	17,806	$	22,438	$	34,695

	Three months ended December 31,				Six months ended December 31,
	2013		2014		2013		2014
	(in thousands)				(in thousands)
Reconciliation from Total Recurring Revenues to Adjusted Recurring Gross Profit
Total recurring revenues	$	22,523	$	32,445	$	43,614	$	61,950
Cost of recurring revenues	9,081		11,953		17,074		22,010
Recurring gross profit	13,442		20,492		26,540		39,940
Amortization of capitalized research and development costs	624		685		1,229		1,278
Stock-based compensation expense and employer payroll taxes related to stock releases and option exercises	—		466		—		814
Adjusted Recurring Gross Profit	$	14,066	$	21,643	$	27,769	$	42,032

	Three months ended December 31,						Six months ended December 31,
	2013			2014			2013			2014
	(in thousands)						(in thousands)
Reconciliation from Net Loss to Adjusted EBITDA
Net loss	$	(1,512	)	$	(6,420	)	$	(1,556	)	$	(11,295	)
Interest expense	23			—			45			—
Income tax (benefit) expense	(877		)	34			(1,239		)	62
Depreciation and amortization	1,533			2,229			2,924			4,160
EBITDA	(833		)	(4,157		)	174			(7,073		)
Stock-based compensation expense and employer payroll taxes related to stock releases and option exercises	168			3,915			349			7,198
Adjusted EBITDA	$	(665	)	$	(242	)	$	523		$	125

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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 over 100 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 accounted for 93% of our total revenues during each of the three-month periods ended December 31, 2013 and 2014, and 93% and 94% of our total revenues during each of the six-month periods ended December 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 $0.6 million and $0.7 million during each of the three months ended December 31, 2013 and 2014, respectively, and $1.2 million and $1.3 million during each of the six months ended December 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

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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.

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 ended December 31, 2013 and 2014, respectively.

	Three months ended December 31,				Six months ended December 31,
	2013		2014		2013		2014
Capitalized portion of research and development	$	835	$	815	$	1,859	$	1,889
Expensed portion of research and development	2,347		5,271		4,303		9,298
Total research and development	$	3,182	$	6,086	$	6,162	$		11,187

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 compliance with the Sarbanes Oxley Act and other regulations governing public companies, increased costs of directors’ and officers’ liability insurance and increased professional services expenses.

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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 notes payable, if any.  As of December 31, 2014, the Company had no notes payable outstanding.

Results of Operations

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

	Three months ended December 31,						Six months ended December 31,
	2013			2014			2013			2014
	(in thousands)						(in thousands)
Consolidated Statements of Operations Data:
Revenues:
Recurring fees	$	22,145		$	32,055		$	42,883		$	61,197
Interest income on funds held for clients	378			390			731			753
Total recurring revenues	22,523			32,445			43,614			61,950
Implementation services and other	1,382			1,868			2,660			3,472
Total revenues	23,905			34,313			46,274			65,422
Cost of revenues:
Recurring revenues	9,081			11,953			17,074			22,010
Implementation services and other	4,237			6,093			7,991			11,488
Total costs of revenues	13,318			18,046			25,065			33,498
Gross profit	10,587			16,267			21,209			31,924
Operating expenses:
Sales and marketing	5,423			9,401			10,612			18,479
Research and development	2,347			5,271			4,303			9,298
General and administrative	5,228			8,061			9,139			15,509
Total operating expenses	12,998			22,733			24,054			43,286
Operating loss	(2,411		)	(6,466		)	(2,845		)	(11,362		)
Other income (expense)	22			80			50			129
Loss before income taxes	(2,389		)	(6,386		)	(2,795		)	(11,233		)
Income tax (benefit) expense	(877		)	34			(1,239		)	62
Net loss	$	(1,512	)	$	(6,420	)	$	(1,556	)	$	(11,295	)

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

	Three months endedDecember 31,				Six months endedDecember 31,
	2013		2014		2013		2014
	(in thousands)				(in thousands)
Consolidated Statements of Operations Data:
Revenues:
Recurring fees	93	%	93	%	93	%	94	%
Interest income on funds held for clients	2	%	2	%	1	%	1	%
Total recurring revenues	95	%	95	%	94	%	95	%
Implementation services and other	5	%	5	%	6	%	5	%
Total revenues	100	%	100	%	100	%	100	%
Cost of revenues:
Recurring revenues	38	%	35	%	37	%	34	%
Implementation services and other	18	%	18	%	17	%	17	%
Total costs of revenues	56	%	53	%	54	%	51	%
Gross profit	44	%	47	%	46	%	49	%
Operating expenses:
Sales and marketing	23	%	27	%	23	%	28	%
Research and development	10	%	15	%	9	%	14	%
General and administrative	22	%	24	%	20	%	24	%
Total operating expenses	55	%	66	%	52	%	66	%
Operating loss	(11	)%	(19	)%	(6	)%	(17	)%
Other income (expense)	0	%	0	%	0	%	0	%
Loss before income taxes	(11	)%	(19	)%	(6	)%	(17	)%
Income tax (benefit) expense	(4	)%	0	%	(3	)%	0	%
Net loss	(7	)%	(19	)%	(3	)%	(17	)%

Comparison of Three Months Ended December 31, 2013 and 2014

Revenues

	Three Months Ended December 31,						Change
	2013			2014			$		%
Recurring fees	$	22,145		$	32,055		$	9,910	45	%
Percentage of total revenues	93		%	93		%
Interest income on funds held for clients	378			390			12		3	%
Percentage of total revenues	2		%	2		%
Implementation services and other	1,382			1,868			486		35	%
Percentage of total revenues	5		%	5		%

Recurring Fees

Recurring fees for the three months ended December 31, 2014 increased by $9.9 million, or 45%, to $32.1 million from $22.1 million for the three months ended December 31, 2013. Recurring fees increased primarily as a result of revenue from new clients and increased revenue per client.

22

Interest Income on Funds Held for Clients

Interest income on funds held for clients for the three months ended December 31, 2014 was not materially different as compared to the three months ended December 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 December 31, 2014 increased by $0.5 million, or 35%, to $1.9 million from $1.4 million for the three months ended December 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 December 31, 2014 in comparison to the three months ended December 31, 2013.

Cost of Revenues

	Three Months Ended December 31,						Change
	2013			2014			$		%
Cost of recurring revenues	$	9,081		$	11,953		$	2,872	32	%
Percentage of recurring revenues	40		%	37		%
Recurring gross margin	60		%	63		%
Cost of implementation services and other	4,237			6,093			1,856		44	%
Percentage of implementation services and other	307		%	326		%
Implementation gross margin	(207		)%	(226		)%

Cost of Recurring Revenues

Cost of recurring revenues for the three months ended December 31, 2014 increased by $2.9 million, or 32%, to $12.0 million from $9.1 million for the three months ended December 31, 2013. Cost of recurring revenues increased primarily as a result of the continued growth of our business, in particular $1.4 million in employee-related costs resulting from additional personnel necessary to provide services to new and existing clients, $0.5 million stock-based compensation associated with our broad based equity incentive plan and $1.4 million of fees related to the delivery of our services, partially offset by a $0.5 million decrease in reseller expenses primarily due to our acquisition of substantially all of the assets of one of our resellers during fiscal 2014. Recurring gross margin increased from 60% for the three months ended December 31, 2013 to 63% for the three months ended December 31, 2014, primarily due to the reduction in reseller expenses.

Cost of Implementation Services and Other

Cost of implementation services and other for the three months ended December 31, 2014 increased by $1.9 million, or 44%, to $6.1 million from $4.2 million for the three months ended December 31, 2013. Cost of implementation services and other increased primarily due to an increase in new clients, along with a corresponding increase of $1.3 million in employee-related and other costs to implement our solutions for new clients and $0.4 million stock-based compensation during the three months ended December 31, 2014.

Operating Expenses

Sales and Marketing

	Three Months Ended December 31,						Change
	2013			2014			$		%
Sales and marketing	$	5,423		$	9,401		$	3,978	73	%
Percentage of total revenues	23		%	27		%

23

Sales and marketing expenses for the three months ended December 31, 2014 increased by $4.0 million, or 73%, to $9.4 million from $5.4 million for the three months ended December 31, 2013. The increase in sales and marketing expenses was primarily the result of $3.1 million of additional employee-related expenses incurred due to the expansion of our sales team, including management, direct sales and sales administration by 51 personnel, the addition of 15 sales lead generation personnel, and other miscellaneous sales and marketing related expenses.  The increase was also attributable to $0.9 million of stock-based compensation expense during the three months ended December 31, 2014 associated with our broad based equity incentive plan.

Research and Development

	Three Months Ended December 31,						Change
	2013			2014			$		%
Research and development	$	2,347		$	5,271		$	2,924	125	%
Percentage of total revenues	10		%	15		%

Research and development for the three months ended December 31, 2014 increased by $2.9 million, or 125%, to $5.3 million from $2.3 million for the three months ended December 31, 2013. The increase in research and development expense was primarily as a result of $1.9 million in employee-related expenses related to 52 additional development personnel and $1.0 million of stock-based compensation associated with our broad based equity incentive plan. 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 December 31, 2014.

General and Administrative

	Three Months Ended December 31,						Change
	2013			2014			$		%
General and administrative	$	5,228		$	8,061		$	2,833	54	%
Percentage of total revenues	22		%	24		%

General and administrative expenses for the three months ended December 31, 2014 increased by $2.8 million, or 54%, to $8.1 million from $5.2 million for the three months ended December 31, 2013. The increase was primarily the result of $1.5 million of additional employee-related expenses related to 26 additional personnel, $1.1 million of additional stock-based compensation costs and $0.4 million of increased occupancy costs incurred as a result of our requirement for additional office space, partially offset by decrease of $0.8 million in professional fees.

Other Income (Expense)

	Three Months Ended December 31,				Change
	2013		2014		$		%
Other income (expense)	$	22	$	80	$	58	264	%
Percentage of total revenues	*		*

*Not Meaningful

Other income for the three months ended December 31, 2014 was not materially different as compared to the three months ended December 31, 2013. The slight increase in other income was primarily the result of reduced interest expense as we repaid approximately $1.3 million of debt since the three month period ended December 31, 2013 and did not have any notes payable outstanding during the three month period ended December 31, 2014.

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Income Tax Expense

	Three Months Ended December 31,					Change
	2013			2014		$		%
Income tax (benefit) expense	$	(877	)	$	34	$	911	*
Percentage of total revenues	(4		)%	*

*Not Meaningful

Income tax expense for the three months ended December 31, 2014 increased by $0.9 million as compared to the three months ended December 31, 2013 due to the recognition of a deferred tax asset valuation allowance since the three month period ended December 31, 2013.

Comparison of Six Months Ended December 31, 2013 and 2014

Revenues

	Six Months Ended December 31,						Change
	2013			2014			$		%
Recurring fees	$	42,883		$	61,197		$	18,314	43	%
Percentage of total revenues	93		%	94		%
Interest income on funds held for clients	731			753			22		3	%
Percentage of total revenues	1		%	1		%
Implementation services and other	2,660			3,472			812		31	%
Percentage of total revenues	6		%	5		%

Recurring Fees

Recurring fees for the six months ended December 31, 2014 increased by $18.3 million, or 43%, to $61.2 million from $42.9 million for the six months ended December 31, 2013. Recurring fees increased primarily as a result of revenue from new clients as well as increased revenue per client.

Interest Income on Funds Held for Clients

Interest income on funds held for clients for the six months ended December 31, 2014 was not materially different as compared to the six months ended December 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 six months ended December 31, 2014 increased by $0.8 million, or 31%, to $3.5 million from $2.7 million for the six months ended December 31, 2013. Implementation services and other revenue increased primarily as a result of an increase in the number of new clients during the six months ended December 31, 2014 in comparison to the six months ended December 31, 2013.

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Cost of Revenues

	Six Months Ended December 31,						Change
	2013			2014			$		%
Cost of recurring revenues	$	17,074		$	22,010		$	4,936	29	%
Percentage of recurring revenues	39		%	36		%
Recurring gross margin	61		%	64		%
Cost of implementation services and other	7,991			11,488			3,497		44	%
Percentage of implementation services and other	300		%	331		%
Implementation gross margin	(200		)%	(231		)%

Cost of Recurring Revenues

Cost of recurring revenues for the six months ended December 31, 2014 increased by $4.9 million, or 29%, to $22.0 million from $17.1 million for the six months ended December 31, 2013. Cost of recurring revenues increased primarily as a result of the continued growth of our business, in particular $2.5 million in employee-related costs resulting from additional personnel necessary to provide services to new and existing clients, $0.8 million stock-based compensation associated with our broad based equity incentive plan and $2.6 million of fees related to the delivery of our services, partially offset by a $1.0 million decrease in reseller expenses primarily due to our acquisition of substantially all of the assets of one of our resellers during fiscal 2014. Recurring gross margin increased from 61% for the six months ended December 31, 2013 to 64% for the six months ended December 31, 2014, primarily due to the reduction in reseller expenses as well as a reduction in amortization expense.

Cost of Implementation Services and Other

Cost of implementation services and other for the six months ended December 31, 2014 increased by $3.5 million, or 44%, to $11.5 million from $8.0 million for the six months ended December 31, 2013. Cost of implementation services and other increased primarily due to an increase in new clients, along with a corresponding increase of $2.5 million in employee-related and other costs to implement our solutions for new clients and $0.7 million of stock-based compensation during the six months ended December 31, 2014.

Operating Expenses

Sales and Marketing

	Six Months Ended December 31,						Change
	2013			2014			$		%
Sales and marketing	$	10,612		$	18,479		$	7,867	74	%
Percentage of total revenues	23		%	28		%

Sales and marketing expenses for the six months ended December 31, 2014 increased by $7.9 million, or 74%, to $18.5 million from $10.6 million for the six months ended December 31, 2013. The increase in sales and marketing expenses was primarily the result of $5.7 million of additional employee-related expenses incurred due to the expansion of our sales team, including management, direct sales and sales administration by 51 personnel, the addition of 15 sales lead generation personnel, and other miscellaneous sales and marketing related expenses.  The increase was also attributable to $1.8 million of stock-based compensation expense during the six months ended December 31, 2014 associated with our broad based equity incentive plan.

26

Research and Development

	Six Months Ended December 31,		Change
	2013	2014	$	%
Research and development	$