Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2015 | Oct. 30, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | Paylocity Holding Corp | |
Entity Central Index Key | 1,591,698 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 50,835,160 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 |
Unaudited Consolidated Balance
Unaudited Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 78,691 | $ 81,258 |
Accounts receivable, net | 1,328 | 1,115 |
Prepaid expenses and other | 5,051 | 4,416 |
Deferred income tax assets, net | 389 | 775 |
Total current assets before funds held for clients | 85,459 | 87,564 |
Funds held for clients | 542,612 | 591,219 |
Total current assets | 628,071 | 678,783 |
Long-term prepaid expenses | 409 | 403 |
Capitalized internal-use software, net | 8,724 | 7,357 |
Property and equipment, net | 17,195 | 16,061 |
Intangible assets, net | 11,561 | 11,941 |
Goodwill | 6,003 | 6,003 |
Total assets | 671,963 | 720,548 |
Current liabilities: | ||
Accounts payable | 1,973 | 1,327 |
Consideration related to acquisitions | 300 | 511 |
Accrued expenses | 16,855 | 16,430 |
Total current liabilities before client fund obligations | 19,128 | 18,268 |
Client fund obligations | 542,612 | 591,219 |
Total current liabilities | 561,740 | 609,487 |
Deferred rent | 3,259 | 2,607 |
Deferred income tax liabilities, net | 572 | 874 |
Total liabilities | $ 565,571 | $ 612,968 |
Stockholders' equity | ||
Preferred stock, $0.001 par value, 5,000 authorized, no shares issued and outstanding at June 30, 2015 and September 30, 2015 | ||
Common stock, $0.001 par value, 155,000 shares authorized at June 30, 2015 and September 30, 2015; 50,703 shares issued and outstanding at June 30, 2015 and 50,833 shares issued and outstanding at September 30, 2015 | $ 51 | $ 51 |
Additional paid-in capital | 157,919 | 155,672 |
Accumulated deficit | (51,578) | (48,143) |
Total stockholders' equity | 106,392 | 107,580 |
Total liabilities and stockholders' equity | $ 671,963 | $ 720,548 |
Unaudited Consolidated Balance3
Unaudited Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | Sep. 30, 2015 | Jun. 30, 2015 |
Unaudited Consolidated Balance Sheets | ||
Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 5,000 | 5,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 155,000 | 155,000 |
Common Stock, shares issued | 50,833 | 50,703 |
Common Stock, shares outstanding | 50,833 | 50,703 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues | ||
Recurring fees | $ 42,363 | $ 29,142 |
Interest income on funds held for clients | 528 | 363 |
Total recurring revenues | 42,891 | 29,505 |
Implementation services and other | 2,217 | 1,604 |
Total revenues | 45,108 | 31,109 |
Cost of revenues | ||
Recurring revenues | 13,157 | 10,057 |
Implementation services and other | 7,038 | 5,395 |
Total cost of revenues | 20,195 | 15,452 |
Gross profit | 24,913 | 15,657 |
Operating expenses | ||
Sales and marketing | 12,450 | 9,078 |
Research and development | 5,429 | 4,027 |
General and administrative | 10,451 | 7,448 |
Total operating expenses | 28,330 | 20,553 |
Operating loss | (3,417) | (4,896) |
Other income | 83 | 49 |
Loss before income taxes | (3,334) | (4,847) |
Income tax expense | 101 | 28 |
Net loss | $ (3,435) | $ (4,875) |
Net loss per share: | ||
Basic (in dollars per share) | $ (0.07) | $ (0.10) |
Diluted (in dollars per share) | $ (0.07) | $ (0.10) |
Weighted average share used in computing net loss per share: | ||
Basic (in shares) | 50,744 | 49,566 |
Diluted (in shares) | 50,744 | 49,566 |
Unaudited Consolidated Stateme5
Unaudited Consolidated Statement of Changes in Stockholders' Equity - 3 months ended Sep. 30, 2015 - USD ($) shares in Thousands, $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Jun. 30, 2015 | $ 51 | $ 155,672 | $ (48,143) | $ 107,580 |
Balance (in shares) at Jun. 30, 2015 | 50,703 | 50,703 | ||
Increase (Decrease) in Stockholders' Equity | ||||
Stock-based compensation expense | 3,978 | $ 3,978 | ||
Stock options exercised | 688 | 688 | ||
Stock options exercised (in shares) | 115 | |||
Issuance of common stock upon vesting of restricted stock units (in shares) | 88 | |||
Net settlement for taxes and/or exercise price related to equity awards | (2,419) | (2,419) | ||
Net settlement for taxes and/or exercise price related to equity awards (in shares) | (73) | |||
Net loss | (3,435) | (3,435) | ||
Balance at Sep. 30, 2015 | $ 51 | $ 157,919 | $ (51,578) | $ 106,392 |
Balance (in shares) at Sep. 30, 2015 | 50,833 | 50,833 |
Unaudited Consolidated Stateme6
Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (3,435) | $ (4,875) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Stock-based compensation | 3,712 | 3,283 |
Depreciation and amortization | 2,719 | 1,931 |
Deferred income tax expense | 84 | 20 |
Provision for doubtful accounts | 25 | 42 |
Loss on disposal of equipment | 66 | 30 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (238) | (85) |
Prepaid expenses | (639) | (368) |
Trade accounts payable | 133 | (245) |
Accrued expenses | 551 | 67 |
Net cash provided by (used in) operating activities | 2,978 | (200) |
Cash flows from investing activities: | ||
Capitalized internal-use software costs | (2,043) | (912) |
Purchases of property and equipment | (1,588) | (2,499) |
Payments for acquisitions | (183) | (2,385) |
Net change in funds held for clients | 48,607 | (14,964) |
Net cash provided by (used in) investing activities | 44,793 | (20,760) |
Cash flows from financing activities: | ||
Net change in client funds obligation | (48,607) | 14,964 |
Payments on initial public offering costs | (75) | |
Proceeds from exercise of stock options | 137 | 66 |
Taxes paid related to net share settlement of equity awards | (1,868) | |
Net cash provided by (used in) financing activities | (50,338) | 14,955 |
Net Change in Cash and Cash Equivalents | (2,567) | (6,005) |
Cash and Cash Equivalents-Beginning of Period | 81,258 | 78,848 |
Cash and Cash Equivalents-End of Period | 78,691 | 72,843 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Build-out allowance received from landlord | 375 | |
Purchases of property and equipment, accrued but not paid | 845 | 488 |
Supplemental disclosure of cash flow information | ||
Cash paid for income taxes | $ 16 | $ 2 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Sep. 30, 2015 | |
Organization and Description of Business | |
Organization and Description of Business | (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. Secondary Offering In September 2015, the Company completed a secondary offering in which its existing shareholders sold 3,740 shares of common stock at a public offering price of $29.75 per share. The Company did not receive any proceeds from the sale of common stock by the existing shareholders. In October 2015, the underwriters for the Company’s secondary offering exercised their option to purchase 561 additional shares from certain shareholders of the Company as described in the final prospectus filed with the SEC on September 25, 2015. The Company did not receive any proceeds from the sale of common stock by the existing shareholders. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Sep. 30, 2015 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | (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, internal-use software, 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-months ended September 30, 2015 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, 2015 included in the Company’s Annual Report on Form 10-K filed with the SEC on August 14, 2015. (c) Income Taxes Differences in the normal relationship between the income tax expense and pre-tax loss materially result from the existence of a valuation allowance recorded against the preponderance of the net deferred tax assets. (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 Standards 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 “retrospective” or “cumulative effect” transition method. The original standard was effective for fiscal years beginning after December 15, 2016. In July 2015, the FASB approved a one-year deferral of this standard, with a new effective date for fiscal years beginning after December 15, 2017 with early adoption permitted as of the original effective date. The Company is currently assessing the potential effects of these changes to its consolidated financial statements and is evaluating the adoption method and timing. From time to time, new accounting pronouncements are issued by the 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. |
Balance Sheet Information
Balance Sheet Information | 3 Months Ended |
Sep. 30, 2015 | |
Balance Sheet Information | |
Balance Sheet Information | (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, 2015 $ Charged to expense Write-offs ) Balance at September 30, 2015 $ Capitalized internal-use software and accumulated amortization were as follows: June 30, September 30, 2015 2015 Capitalized internal-use software $ $ Accumulated amortization ) ) Capitalized internal-use software, net $ $ Amortization of capitalized internal-use software costs is included in Cost of Revenues-Recurring Revenues and amounted to $593 and $942 for the three months ended September 30, 2014 and 2015, respectively. Property and equipment consist of the following: June 30, September 30, 2015 2015 Office equipment $ $ Computer equipment Furniture and fixtures Software Leasehold improvements Time clocks rented by clients Accumulated depreciation ) ) Property and equipment, net $ $ Depreciation expense amounted to $1,148 and $1,397 for the three months ended September 30, 2014 and 2015, respectively. Intangible assets consist of the following: June 30, 2015 September 30, 2015 Weighted Average Useful Life Client relationships $ $ 9 years Non-solicitation agreements 2-3 years Total Accumulated amortization ) ) Intangible assets, net $ $ Amortization expense for acquired intangible assets was $190 and $380 for the three months ended September 30, 2014 and 2015, respectively. The components of accrued expenses were as follows: June 30, September 30, 2015 2015 Accrued payroll and personnel costs $ $ Current portion of deferred rent Other Total accrued expenses $ $ |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Sep. 30, 2015 | |
Fair Value Measurements | |
Fair Value Measurements | (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, 2015 and September 30, 2015 based upon the short-term nature of the assets and liabilities. |
Benefit Plans
Benefit Plans | 3 Months Ended |
Sep. 30, 2015 | |
Benefit Plans | |
Benefit Plans | (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 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 of the compensation committee of the Company’s board of directors. No new awards have been or will be issued under the 2008 Plan since 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. The number of shares of common stock reserved for issuance under the 2014 Plan will increase automatically each calendar year, continuing through and including January 1, 2024. The number of shares added each year will be equal to the lesser of (a) four and five tenths percent (4.5%) of the number of shares of common stock of the Company issued and outstanding on the immediately preceding December 31, or (b) an amount determined by the Company’s board of directors. As of September 30, 2015, the Company had 8,670 shares allocated to the plans, of which 4,961 shares were subject to outstanding options or awards. Generally, the Company issues previously unissued shares for the exercise of stock options or vesting of awards; however, shares previously subject to 2014 Plan grants or awards that are forfeited or net settled at exercise or release may be reissued to satisfy future issuances. 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, 2015 RSUs granted ) Options granted ) Shares withheld in settlement of taxes and exercise price Forfeitures Shares removed ) Available for grant at September 30, 2015 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. Stock-based compensation expense related to stock options, restricted stock units (“RSUs”), and the Employee Stock Purchase Plan (as described below) is included in the following line items in the accompanying unaudited consolidated statements of operations: Three months ended September 30, 2014 2015 Cost of revenue – recurring $ $ Cost of revenue – non-recurring Sales and marketing Research and development General and administrative Total stock-based compensation $ $ In addition, the Company capitalized $162 and $266 of stock compensation costs in its internal use software in the three months ended September 30, 2014 and 2015, respectively. Under the 2008 and 2014 Plans, the exercise price of each option cannot be less than the fair value of a share of common stock on the grant date. The options typically vest ratably over a three or four year period and expire 10 years from the grant date. Stock-based compensation expense for the fair value of the options at their grant date is recognized ratably over the vesting schedule for each separately vesting portion of the award. 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. As the Company has a limited history of trading as a public company, 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. 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 three months ended September 30: Period ended September 30, 2014 2015 Valuation assumptions: Expected dividend yield % % Expected volatility % % Expected term (years) Risk-free interest rate % % The table below presents stock option activity during the three months ended September 30, 2015: Outstanding Options Number of shares Weighted average exercise price Weighted average remaining contractual term Aggregate intrinsic value Balance at July 1, 2015 $ $ Options granted Options forfeited ) Options exercised ) Balance at September 30, 2015 $ $ Options exercisable at September 30, 2015 $ $ Options vested and expected to vest at September 30, 2015 $ $ The weighted average grant date fair value of options granted during the three-month period ended September 30, 2014 and 2015 was $11.15 and $12.92, respectively. The total intrinsic value of options exercised during the three month period ended September 30, 2014 and 2015 was $224 and $2,935, respectively. At September 30, 2015, there was $6,200 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 1.7 years. The Company may also grant RSUs under the 2014 Plan with terms determined at the discretion of the Compensation Committee of the Company’s Board of Directors. RSUs generally vest over three or four years following the grant date. Certain RSU awards have time-based vesting conditions while other RSU awards are based on attainment of certain performance benchmarks. The following table represents restricted stock unit activity during the three months ended September 30, 2015: Units Weighted average grant date fair value RSU balance at July 1, 2015 $ RSUs granted RSUs vested ) RSUs cancelled/forfeited ) RSU balance at September 30, 2015 $ RSUs expected to vest at September 30, 2015 $ At September 30, 2015, there was $23,568 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 2.5 years. (b) Employee Stock Purchase Plan The Company’s 2014 Employee Stock Purchase Plan (“ESPP”) was adopted by the Company’s 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 trading day closest to May 16 and November 16 of each year. 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. As of September 30, 2015, a total of 1,053 common stock were reserved for future issuances under the ESPP. The number of shares of common stock reserved for issuance under the ESPP will increase automatically each calendar year, 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 recorded compensation expense attributable to the ESPP of $130 and $252 for the three-month ended September 30, 2014 and 2015, 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 September 30, 2014 2015 Valuation assumptions: Expected dividend yield % % Expected volatility % % Expected term (years) Risk-free interest rate % % (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 $382 and $580 for the three-month period ended September 30, 2014 and 2015, respectively. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Sep. 30, 2015 | |
Loss Per Share | |
Loss Per Share | (6) Loss Per Share Basic net loss per common share is computed using the weighted-average number of common shares outstanding during the period. 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. The Company’s potential common shares consist of the incremental common shares issuable upon the exercise of stock options, the release of restricted stock units, and the shares purchasable via the employee stock purchase plan as of the balance sheet date. 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 September 30, 2014 2015 Numerator: Net loss $ ) $ ) Denominator: Weighted-average shares used in computing net loss per share: Basic Weighted-average effect of potentially dilutive shares: Employee stock options, restricted stock units and employee stock purchase plan shares — — Diluted Net loss per share: Basic $ ) $ ) Diluted $ ) $ ) The following table summarizes the outstanding employee stock options, restricted stock units, and shares purchasable via the employee stock purchase plan as of the balance sheet date 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 September 30, 2014 2015 Restricted stock units Employee stock purchase plan shares Employee stock options Total |
Income Taxes
Income Taxes | 3 Months Ended |
Sep. 30, 2015 | |
Income Taxes | |
Income Taxes | (7) 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 $28 and $101 for the three-month periods ended September 30, 2014 and 2015, respectively. The Company’s effective tax rate for the three months ended September 30, 2015 differs from statutory rates primarily due to the existence of a valuation allowance recorded against the preponderance of the net deferred tax assets. The Company’s effective tax rate for the three months ended September 30, 2014 differs 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. The Company has continued to carry the valuation allowance during fiscal 2015 and for the three months ending September 30, 2015. As of September 30, 2015, the Company had no unrecognized tax benefits. |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2015 | |
Summary of Significant Accounting Policies | |
Consolidation and Use of Estimates | (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, internal-use software, 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. |
Interim Unaudited Consolidated Financial Information | (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-months ended September 30, 2015 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, 2015 included in the Company’s Annual Report on Form 10-K filed with the SEC on August 14, 2015. |
Income Taxes | (c) Income Taxes Differences in the normal relationship between the income tax expense and pre-tax loss materially result from the existence of a valuation allowance recorded against the preponderance of the net deferred tax assets. |
Stock-Based Compensation | (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. |
Recently Issued Accounting Standards | (e) Recently Issued Accounting Standards In May 2014, the Financial Accounting Standards 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 “retrospective” or “cumulative effect” transition method. The original standard was effective for fiscal years beginning after December 15, 2016. In July 2015, the FASB approved a one-year deferral of this standard, with a new effective date for fiscal years beginning after December 15, 2017 with early adoption permitted as of the original effective date. The Company is currently assessing the potential effects of these changes to its consolidated financial statements and is evaluating the adoption method and timing. From time to time, new accounting pronouncements are issued by the 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. |
Balance Sheet Information (Tabl
Balance Sheet Information (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Balance Sheet Information | |
Schedule of activity in allowance for doubtful accounts | Balance at June 30, 2015 $ Charged to expense Write-offs ) Balance at September 30, 2015 $ |
Schedule of capitalized internal-use software and accumulated amortization | June 30, September 30, 2015 2015 Capitalized internal-use software $ $ Accumulated amortization ) ) Capitalized internal-use software, net $ $ |
Schedule of property and equipment | June 30, September 30, 2015 2015 Office equipment $ $ Computer equipment Furniture and fixtures Software Leasehold improvements Time clocks rented by clients Accumulated depreciation ) ) Property and equipment, net $ $ |
Schedule of intangible assets | June 30, 2015 September 30, 2015 Weighted Average Useful Life Client relationships $ $ 9 years Non-solicitation agreements 2-3 years Total Accumulated amortization ) ) Intangible assets, net $ $ |
Schedule of components of accrued expenses | June 30, September 30, 2015 2015 Accrued payroll and personnel costs $ $ Current portion of deferred rent Other Total accrued expenses $ $ |
Benefit Plans (Tables)
Benefit Plans (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Benefit Plans | |
Summary of shares available for grant under our equity incentive plans | Number of Shares Available for grant at July 1, 2015 RSUs granted ) Options granted ) Shares withheld in settlement of taxes and exercise price Forfeitures Shares removed ) Available for grant at September 30, 2015 |
Schedule of stock-based compensation expense related to stock options, Restricted Stock Units and the Employee Stock Purchase Plan | Three months ended September 30, 2014 2015 Cost of revenue – recurring $ $ Cost of revenue – non-recurring Sales and marketing Research and development General and administrative Total stock-based compensation $ $ |
Summary of the assumptions used for estimating the fair value of stock options granted | Period ended September 30, 2014 2015 Valuation assumptions: Expected dividend yield % % Expected volatility % % Expected term (years) Risk-free interest rate % % |
Schedule of stock option activity | Outstanding Options Number of shares Weighted average exercise price Weighted average remaining contractual term Aggregate intrinsic value Balance at July 1, 2015 $ $ Options granted Options forfeited ) Options exercised ) Balance at September 30, 2015 $ $ Options exercisable at September 30, 2015 $ $ Options vested and expected to vest at September 30, 2015 $ $ |
Schedule of Restricted stock unit activity | Units Weighted average grant date fair value RSU balance at July 1, 2015 $ RSUs granted RSUs vested ) RSUs cancelled/forfeited ) RSU balance at September 30, 2015 $ RSUs expected to vest at September 30, 2015 $ |
Schedule of estimated grant date fair value of ESPP offering period using weighted average assumptions | Period ended September 30, 2014 2015 Valuation assumptions: Expected dividend yield % % Expected volatility % % Expected term (years) Risk-free interest rate % % |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Loss Per Share | |
Schedule of calculation of basic and diluted net loss per share | Three months ended September 30, 2014 2015 Numerator: Net loss $ ) $ ) Denominator: Weighted-average shares used in computing net loss per share: Basic Weighted-average effect of potentially dilutive shares: Employee stock options, restricted stock units and employee stock purchase plan shares — — Diluted Net loss per share: Basic $ ) $ ) Diluted $ ) $ ) |
Summary of outstanding employee stock options, restricted stock units and employee stock purchase plan shares excluded from the diluted per share calculation because to include them would have been anti-dilutive | Three months ended September 30, 2014 2015 Restricted stock units Employee stock purchase plan shares Employee stock options Total |
Organization and Description 18
Organization and Description of Business (Detail) - Secondary Offering - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | |
Oct. 31, 2015 | Sep. 30, 2015 | |
Secondary offering | ||
Public offering price (in dollar per share) | $ 29.75 | |
Existing shareholders | ||
Secondary offering | ||
Number of shares of common stock sold | 3,740 | |
Proceeds received from public offering | $ 0 | |
Subsequent event | ||
Secondary offering | ||
Secondary offering exercised by underwriters (in shares) | 561 | |
Proceeds received from public offering | $ 0 |
Balance Sheet Information (Deta
Balance Sheet Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | |
Activity in allowance for doubtful accounts | |||
Balance at beginning of period | $ 149 | ||
Charged to expense | 25 | $ 42 | |
Write-offs | (28) | ||
Balance at end of period | 146 | ||
Capitalized internal-use software and accumulated amortization | |||
Capitalized internal-use software | 27,042 | $ 24,733 | |
Accumulated amortization | (18,318) | (17,376) | |
Capitalized internal-use software, net | 8,724 | 7,357 | |
Amortization of capitalized internal-use software costs | 942 | 593 | |
Property and equipment | |||
Property and equipment, gross | 33,528 | 31,155 | |
Accumulated depreciation | (16,333) | (15,094) | |
Property and equipment, net | 17,195 | 16,061 | |
Depreciation expense | 1,397 | $ 1,148 | |
Components of accrued expenses | |||
Accrued payroll and personnel costs | 13,973 | 14,275 | |
Current portion of deferred rent | 281 | 727 | |
Other | 2,601 | 1,428 | |
Total accrued expenses | 16,855 | 16,430 | |
Office equipment | |||
Property and equipment | |||
Property and equipment, gross | 2,090 | 1,875 | |
Computer equipment | |||
Property and equipment | |||
Property and equipment, gross | 13,029 | 11,783 | |
Furniture and fixtures | |||
Property and equipment | |||
Property and equipment, gross | 2,526 | 2,423 | |
Software | |||
Property and equipment | |||
Property and equipment, gross | 5,435 | 5,218 | |
Leasehold improvements | |||
Property and equipment | |||
Property and equipment, gross | 7,130 | 6,639 | |
Time clocks rented by clients | |||
Property and equipment | |||
Property and equipment, gross | $ 3,318 | $ 3,217 |
Balance Sheet Information (De20
Balance Sheet Information (Details 2) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | |
Intangible Assets | |||
Intangible assets | $ 12,940 | $ 12,940 | |
Accumulated amortization | (1,379) | (999) | |
Intangible assets, net | 11,561 | 11,941 | |
Amortization expense for acquired intangible assets | 380 | $ 190 | |
Client relationships | |||
Intangible Assets | |||
Intangible assets | $ 12,580 | 12,580 | |
Useful life | 9 years | ||
Non-solicitation agreements | |||
Intangible Assets | |||
Intangible assets | $ 360 | $ 360 | |
Maximum | Non-solicitation agreements | |||
Intangible Assets | |||
Useful life | 3 years | ||
Minimum | Non-solicitation agreements | |||
Intangible Assets | |||
Useful life | 2 years |
Benefit Plans (Details)
Benefit Plans (Details) shares in Thousands | 3 Months Ended |
Sep. 30, 2015shares | |
Stock options | |
Equity Incentive Plans | |
Expiration period | 10 years |
Stock options | Minimum | |
Equity Incentive Plans | |
Vesting period | 3 years |
Stock options | Maximum | |
Equity Incentive Plans | |
Vesting period | 4 years |
2008 Plan | |
Equity Incentive Plans | |
Awards issued (in shares) | 0 |
2014 Plan | |
Equity Incentive Plans | |
Potential additional shares available for grant (as a percent) | 4.50% |
Equity Incentive Plans | |
Equity Incentive Plans | |
Number of shares of common stock reserved for issuance | 8,670 |
Outstanding options or awards | 4,961 |
Benefit Plans (Details 2)
Benefit Plans (Details 2) - Equity Incentive Plans shares in Thousands | 3 Months Ended |
Sep. 30, 2015shares | |
Shares Available for Grant | |
Balance at the beginning of the period (in shares) | 4,490 |
RSU's granted (in shares) | (716) |
Options granted (in shares) | (149) |
Shares withheld in settlement of taxes and exercise price (in shares) | 73 |
Forfeitures (in shares) | 43 |
Shares removed (in shares) | (32) |
Balance at the end of the period (in shares) | 3,709 |
Benefit Plans (Details 3)
Benefit Plans (Details 3) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Benefit Plans | ||
Total stock-based compensation | $ 3,712 | $ 3,283 |
Stock-based compensation costs capitalized | 266 | 162 |
Cost of revenue - recurring | ||
Benefit Plans | ||
Total stock-based compensation | 357 | 348 |
Cost of revenue - non-recurring | ||
Benefit Plans | ||
Total stock-based compensation | 270 | 291 |
Sales and marketing | ||
Benefit Plans | ||
Total stock-based compensation | 913 | 884 |
Research and development | ||
Benefit Plans | ||
Total stock-based compensation | 569 | 535 |
General and administrative | ||
Benefit Plans | ||
Total stock-based compensation | $ 1,603 | $ 1,225 |
Benefit Plans (Details 4)
Benefit Plans (Details 4) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | |
Stock options | |||
Valuation assumptions: | |||
Expected dividend yield (as a percent) | 0.00% | 0.00% | |
Expected volatility (as a percent) | 34.00% | 43.90% | |
Expected term (years) | 6 years 3 months | 6 years 3 months | |
Risk-free interest rate (as a percent) | 1.83% | 1.91% | |
Shares Available for Grant | |||
Options granted (in shares) | (149) | ||
Forfeitures (in shares) | 31 | ||
Number of shares | |||
Balance at the beginning of the period (in shares) | 3,956 | ||
Options granted (in shares) | 149 | ||
Options forfeited (in shares) | (31) | ||
Options exercised (in shares) | (115) | ||
Balance at the end of the period (in shares) | 3,959 | 3,956 | |
Options exercisable at the end of the period (in shares) | 1,978 | ||
Options vested and expected to vest at the end of the period (in shares) | 3,837 | ||
Weighted average exercise price | |||
Balance at the beginning of the period (in dollars per share) | $ 10.96 | ||
Options granted (in dollars per share) | 35.28 | ||
Options forfeited (in dollars per share) | 17.33 | ||
Options exercised (in dollars per share) | 5.98 | ||
Balance at the end of the period (in dollars per share) | 11.98 | $ 10.96 | |
Options exercisable at the end of the period (in dollars per share) | 7.02 | ||
Options vested and expected to vest at the end of the period (in dollars per share) | $ 11.72 | ||
Weighted average remaining contractual term | |||
Balance at the beginning of the period | 7 years 5 months 27 days | 7 years 7 months 17 days | |
Balance at the end of the period | 7 years 5 months 27 days | 7 years 7 months 17 days | |
Options exercisable at the end of the period | 6 years 7 months 13 days | ||
Options vested and expected to vest at the end of the period | 7 years 5 months 16 days | ||
Aggregate intrinsic value | |||
Balance at the beginning of the period | $ 98,434 | ||
Options exercisable at the end of the period | 45,436 | ||
Options vested and expected to vest at the end of the period | 70,790 | ||
Balance at the end of the period (in dollars) | $ 72,102 | $ 98,434 | |
Weighted average grant date fair value of options granted (in dollars per share) | $ 12.92 | $ 11.15 | |
Total intrinsic value of options exercised | $ 2,935 | $ 224 | |
Total unrecognized compensation cost, net of estimated forfeitures | $ 6,200 | ||
Weighted average period to recognize unrecognized compensation cost | 1 year 8 months 12 days | ||
Stock options | Minimum | |||
Weighted average grant date fair value | |||
Vesting period | 3 years | ||
Stock options | Maximum | |||
Weighted average grant date fair value | |||
Vesting period | 4 years | ||
RSUs | |||
Shares Available for Grant | |||
RSU's granted (in shares) | (716) | ||
Aggregate intrinsic value | |||
Total unrecognized compensation cost, net of estimated forfeitures | $ 23,568 | ||
Weighted average period to recognize unrecognized compensation cost | 2 years 6 months | ||
Units | |||
RSU Balance at the beginning of the period (in shares) | 386 | ||
RSU's granted (in shares) | 716 | ||
RSUs vested (in shares) | (88) | ||
RSUs cancelled/forfeited (in shares) | (12) | ||
RSU Balance at the end of the period (in shares) | 1,002 | 386 | |
RSUs expected to vest at the end of the period (in shares) | 859 | ||
Weighted average grant date fair value | |||
RSU Balance at the beginning of the period (in dollars per share) | $ 24.98 | ||
RSU's granted (in dollars per share) | 35.28 | ||
RSUs vested (in dollars per share) | 24.75 | ||
RSUs cancelled/forfeited (in dollars per share) | 30.15 | ||
RSU Balance at the end of the period (in dollars per share) | 32.34 | $ 24.98 | |
RSUs expected to vest at the end of the period (in dollars per share) | $ 32.14 | ||
RSUs | Minimum | |||
Weighted average grant date fair value | |||
Vesting period | 3 years | ||
RSUs | Maximum | |||
Weighted average grant date fair value | |||
Vesting period | 4 years |
Benefit Plans (Details 5)
Benefit Plans (Details 5) - USD ($) shares in Thousands, $ in Thousands | Feb. 06, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Equity Incentive Plans | |||
Compensation expense (in dollars) | $ 3,712 | $ 3,283 | |
Employee stock purchase plan shares | |||
Equity Incentive Plans | |||
Percentage of employee compensation, maximum | 10.00% | ||
Percentage of fair market value as a purchase price | 85.00% | ||
Value of purchase per employee, maximum | $ 25 | ||
Number of shares per employee, maximum | 2 | ||
Number of periods during which shares can be purchased | 1 year | ||
Number of shares of common stock reserved for issuance | 1,053 | ||
Potential number of shares reserved for issuance each year | 400 | ||
Potential percentage of additional number of shares reserved for issuance each year | 0.75% | ||
Compensation expense (in dollars) | $ 252 | $ 130 | |
Valuation assumptions: | |||
Expected dividend yield | 0.00% | 0.00% | |
Expected volatility | 48.40% | 41.70% | |
Expected term (years) | 6 months | 3 months 18 days | |
Risk-free interest rate | 0.11% | 0.04% | |
Employee stock purchase plan shares | Maximum | |||
Equity Incentive Plans | |||
Offering period | 27 months |
Benefit Plans (Details 6)
Benefit Plans (Details 6) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Benefit Plans | ||
Matching contributions by the Company as percentage of employees' contributions | 50.00% | |
Maximum contributions as percentage of employees' gross pay | 6.00% | |
Contributions | $ 580 | $ 382 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Numerator: | ||
Net loss | $ (3,435) | $ (4,875) |
Weighted-average shares used in computing net loss per share: | ||
Basic (in shares) | 50,744 | 49,566 |
Weighted-average effect of potentially dilutive shares: | ||
Employee stock options, restricted stock units and employee stock purchase plan shares | 0 | 0 |
Diluted (in shares) | 50,744 | 49,566 |
Net loss per share: | ||
Basic (in dollars per share) | $ (0.07) | $ (0.10) |
Diluted (in dollars per share) | $ (0.07) | $ (0.10) |
Anti-dilutive securities excluded from diluted per share calculation | ||
Total (in shares) | 5,013 | 5,107 |
Employee stock options | ||
Anti-dilutive securities excluded from diluted per share calculation | ||
Total (in shares) | 3,959 | 4,600 |
RSUs | ||
Anti-dilutive securities excluded from diluted per share calculation | ||
Total (in shares) | 1,002 | 480 |
Employee stock purchase plan shares | ||
Anti-dilutive securities excluded from diluted per share calculation | ||
Total (in shares) | 52 | 27 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Income Taxes | ||
Income tax expense | $ 101 | $ 28 |
Unrecognized tax benefits | $ 0 |